Compensation Committee Charter
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Purposes
The Compensation Committee (the "Committee") of the Board of
Directors (the "Board") of Regeneration Technologies, Inc. (the "Company")
is established to discharge the responsibilities of the Board relating to
compensation of the Company's directors and executive officers. The Committee
has overall responsibility for approving and evaluating director and executive
officer compensation plans, policies and programs of the Company. The Committee
is also responsible for producing an annual report on executive compensation
for inclusion in the Company's proxy statement for its annual meeting of stockholders.
The Committee should exercise its business judgment in carrying out the
responsibilities described in this charter in a manner the Committee members
reasonably believe to be in the best interests of the Company and its stockholders.
No provision of this charter, however, is intended to create any right in
favor of any third party, including any stockholder, officer, director or
employee of the Company or any subsidiary thereof, in the event of a failure
to comply with any provision of this charter.
Committee Membership
The Committee shall consist of no fewer than two (2) members. The members
of the Committee shall meet the independence requirements of The Nasdaq Stock
Market, Inc. ("Nasdaq"). The members of the Committee will be recommended
for appointment by the Board. Committee members serve at the pleasure of,
and may be replaced at any time by, the Board. All vacancies will be filled
by the Board.
Committee Authority and Responsibilities
The Committee shall have the authority to retain and terminate, on behalf
of the Company, any compensation consultant to be used to assist the Committee
in the evaluation of director, chief executive officer or other executive
officer compensation and to approve the fees and other retention terms for
any such consultant. In addition, the Committee shall also have the authority
to retain at Company expense (if applicable), and to obtain advice and assistance
from, legal, accounting or other advisors in connection with the performance
of its duties and responsibilities. The Company shall provide appropriate
funding, as determined by the Committee, for payment of compensation to any
compensation consultant or other advisors retained by the Committee and of
ordinary administrative expenses of the Committee that are necessary or appropriate
in carrying out its duties.
So long as in compliance with applicable law and Nasdaq rules, the Committee
may form and delegate authority to any subcommittee comprised solely of Committee
members who are independent directors.
The Committee shall have such other authority as shall be necessary or
appropriate to effectuate its purposes as set forth in this Charter.
The Committee shall establish and monitor the basic philosophy and policies
governing the compensation of the Company's directors and executive officers.
The Committee will at least annually review and make recommendations to the
Board with respect to the compensation of all directors and executive officers,
including incentive compensation plans and equity-based plans.
The Committee will review at least annually, and recommend for Board approval
(or approve, where applicable) any substantive changes to, the Company's director
and executive officer incentive, compensation and benefit plans.
Specific duties and responsibilities of the Committee include, but are
not limited to, the following:
- On at least an annual basis, to review and approve the corporate goals
and objectives relevant to chief executive officer's compensation, evaluate
the chief executive officer's performance in light of corporate goals and
objectives, and recommend to the Board the chief executive officer's compensation
level based on the Committee's evaluation. The chief executive officer may
not be present during voting or deliberations relating to his compensation.
- On at least an annual basis, to review and approve the corporate goals
and objectives relevant to the compensation of the other executive officers,
evaluate those executives' performance in light of corporate goals and objectives,
and recommend to the Board the compensation levels for such executives based
on the Committee's evaluation. In performing the evaluation of the compensation
of executive officers, other than the chief executive officer, members of
the Committee may meet with the chief executive officer during its deliberation,
although the chief executive officer may not vote on the Committee's recommendations.
- To review, consider, and recommend to the Board for adoption, any director
or officer compensation, incentive and benefit plans the Committee believes
to be appropriate.
- To administer the stock-based compensation, incentive and benefit plans
of the Company which have been, or may be in the future, adopted by the Company,
which plans are required (by their terms or by law, rule or regulation) to
be administered by the Committee or a committee of independent directors.
- To report at least annually to the Board.
- Annually, to review and reassess the adequacy of this charter and recommend
any proposed changes to the Board for its consideration as and while appropriate.
- Annually, to review and evaluate the Committee's own performance.
- To perform such other duties as the Board may from time to time direct
or as may be required by applicable laws rules and regulations.
Amendment
This charter may be amended from time to time by the Board and any amendment
must be disclosed as required by, and in accordance with, applicable laws,
rules and regulations.
March 05, 2004