Compensation and Stock Options Committee Charter
Effective: April 21, 2004
Updated: February 25, 2009
The purpose of the Evans & Sutherland Compensation and Stock Options Committee (the "Committee") is to review compensation and benefits for the Company's executives and to administer the grant of stock options under the Company's existing stock option and incentive plans.
Authority and Responsibilities
The Committee shall have the following authority and responsibilities:
- To review and approve on an annual basis the corporate goals and objectives with respect to compensation for the chief executive officer. The Committee shall evaluate at least once a year the chief executive officer's performance in light of these established goals and objectives and based upon these evaluations shall set the chief executive officer's annual compensation, including salary, bonus, incentive, and equity compensation. The chief executive officer shall be absent from any deliberations by the Committee regarding the chief executive officer's compensation.
- To review and approve on an annual basis the evaluation process and compensation structure for the Company's officers. The Committee shall evaluate the performance of the Company's executive officers and shall approve the annual compensation, including salary, bonus, incentive, and equity compensation, for such executive officers. The Committee shall also provide oversight of management's decisions concerning the performance and compensation of other Company officers.
- To review the Company's incentive compensation and other stock-based plans and recommend changes in such plans to the Board of Directors as needed. The Committee shall have and shall exercise all the authority of the Board of Directors with respect to the administration of such plans.
The committee shall have the authority to delegate any of its responsibilities to subcommittees as the Committee may deem appropriate in its sole discretion.
The Committee shall have authority to seek recommendations, including retaining compensation consultants, outside counsel, and other advisors that the Committee may deem appropriate in its sole discretion. The Committee shall have sole authority to approve related fees and retention terms.
The Committee shall report its actions and any recommendations to the Board of Directors. The Committee shall review at least annually the adequacy of this charter and recommend any proposed changes to the Board of Directors for approval.
Size of Committee
The membership of the Committee shall consist of a minimum of three directors. Members of the Committee shall be appointed by the Board of Directors upon the recommendation of the Nominating and Corporate Governance Committee and may be removed by the Board of Directors in its discretion.
All members of the Committee shall meet the definitions of: "independent director" under Rule 4200(a)(15) of The NASDAQ Stock Market, Inc.; "outside director under Treasury Regulation 1.162-27 (e)(3), for purposes of Internal Revenue Code Section 162(m); "non-employee director" under Rule 16b-3(b)(3) under the Exchange Act; and the criteria for independence under Rule 10A-3(b)(1) of the Exchange Act, as such requirements may change from time to time. An independent director should be free of any relationship that could influence his/her judgment as a Committee member.
The members of the Committee shall be appointed by the Board of Directors. The Board of Directors shall designate one member of the Committee to serve as Chairperson. If the Chairperson is absent from a meeting, another member of the Committee may act as Chairperson.
The members of the Committee will be appointed for three-year terms and shall serve until their resignation, retirement, or removal by the Board of Directors or until their successors shall be appointed. The Board of Directors may fill vacancies on the Committee at any time. No member of the Committee shall be removed except by majority vote of the independent directors of the Board of Directors then in office.