The Executive Development and Compensation Committee (the
“Committee”) is appointed by the Board of Directors (the
“Board”) of MTM Technologies, Inc. (the “Company”) to discharge
the Board’s responsibilities relating to compensation of the
Company’s executives, to produce an annual report on executive
compensation for inclusion in the Company’s proxy statement, and
to oversee and advise the Board on the adoption of policies that
govern the Company’s compensation programs, including stock and
benefit plans.
The Committee shall be appointed by and serve at the discretion
of the Board. The Committee shall consists of no fewer than
three directors, each of whom shall meet the independence
requirements of the listing standards of NASDAQ and other
applicable laws and regulations. The Board shall appoint a
chairperson of the Committee.
The Committee shall meet at least once a year and at such other
times as it deems necessary to carry out it responsibilities.
The Chair of the Committee and/or the Board may call such
meetings. The Committee will cause to be kept adequate minutes
of all its proceedings, and will report its actions to the next
meeting of the Board. The Committee members will be furnished
with copies of the minutes of each meeting and any action taken
by unanimous consent. The Committee is governed by the same
rules regarding meetings (including meetings by conference
telephone or similar communications equipment), action without
meetings, notice, waiver of notice, and quorum and voting
requirements as are applicable to the Board.
The Committee will have the resources and authority necessary to
discharge its duties and responsibilities, including the
authority to retain outside counsel or other experts or
consultants, as it deems appropriate. Any communications between
the Committee and legal counsel in the course of obtaining legal
advice will be considered privileged communications of the
Company and the Committee will take all necessary steps to
preserve the privileged nature of those communications.
The principal responsibilities and functions of the Committee
are as follows:
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The Committee shall annually review and approve for the CEO
and the executive officers of the Company (a) the annual
base salary, (b) the annual incentive bonus, including the
specific goals and amounts, (c) equity compensation, (d)
employment agreements, severance arrangements and change in
control agreements/provisions, and (e) any other benefits,
compensation or arrangements.
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Review the competitiveness of the Company’s executive
compensation programs to ensure (a) the attraction and
retention of corporate officers, (b) the motivation of
corporate officers to achieve the Company’s business
objectives, and (c) to align the interest of key leadership
with the long-term interests of the Company’s shareholders.
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Review trends in management compensation, oversee the
development of new compensation plans and, when necessary,
approve the revision of existing plans.
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Review and approve CEO goals and objectives, evaluate CEO
performance in light of these corporate objectives, and set
CEO compensation levels consistent with the Company’s
philosophy.
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Review and approve compensation packages for new corporate
officers and termination packages for corporate officers as
requested by management.
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Review and approve the awards made under any executive
officer bonus plan, and provide an appropriate report to the
Board.
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Review and discuss with the Board and senior officers plans
for officer development and corporate succession plans for
senior officers.
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Review and make recommendations concerning long-term
incentive compensation plans, including the use of stock
options and other equity-based plans.
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Review periodic reports from management on matters relating
to the Company’s personnel appointments and practices.
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Produce an annual Report of the Committee on Executive
Compensation for the Company’s annual proxy statement in
compliance with applicable Securities and Exchange
Commission rules and regulations and relevant listing
authority.
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Annually evaluate the Committee’s performance and this
Charter.
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Fulfill such other duties and responsibilities as may be
assigned to it by the Board.
