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COMPENSATION COMMITTEE CHARTER |
Purpose
The purposes of the Compensation Committee (the "Committee") of the Board of Directors (the "Board") of Odyssey Marine Exploration, Inc. are:
- to review the performance of the CEO;
- to review and recommend to the Board the total compensation package for the CEO and Company's Founders;
- to discharge the Board's responsibilities relating to compensation of the Corporation's Directors and Executive Officers, including approving individual Executive Officer compensation;
- to review and recommend to the Board compensation plans, policies and benefit programs for employees including stock options, distribution of stock in any form, bonuses, and termination agreements;
- to approve the report on executive compensation required to be included in the Corporation's annual proxy statement; and
Composition and Term of Office
- The Committee will consist of not fewer than (3) three members, each of whom shall be a Director who satisfies the independence requirements as interpreted by the Board in its business judgment.
- One member shall serve as Chairman of the Committee. The members of the Committee shall serve one-year terms, and shall be appointed by the Board annually on the day of the Annual Meeting of Stockholders or on such other date as the Board shall determine. Members of the Committee may be removed or replaced by the Board.
Committee Meetings - Operating Principles
- The Committee shall meet with such frequency and at such intervals as it shall determine is necessary to carry out its duties and responsibilities, but in any case, at least two times each year.
- Meetings of the Committee may be called, as needed by the Chairman of the Committee, the Chairman of the Board, the Chief Executive Officer ("CEO") or the Chief Operating Officer ("COO").
- The Chairman will preside, when present, at all meetings of the Committee. The Committee may meet by telephone or videoconference and may take action by written consent.
- The Committee shall have the sole right to retain and terminate compensation consultants to assist in the evaluation of Director, CEO or Executive Officer compensation, including the sole authority to approve the consultant's fees and other retention terms.
- The Committee shall have the authority to obtain advice and assistance from any officer or employee of the Corporation or from any outside legal expert or other advisor.
- The Committee may request that members of management or outside consultants and advisors of the Committee be present to assist the Committee in performing its duties.
- Minutes of each meeting will be kept and distributed to the entire Committee.
Compensation/Employee Benefits Responsibilities
The Committee shall perform the following functions:
- recommend to the Board an Executive Officer compensation policy based on such factors as it deems appropriate.
- in advance of implementation, review and provide oversight and guidance for compensation, benefits, and termination agreement philosophy for all employees of the Corporation.
- review and make recommendations to the Board with respect to incentive compensation plans and equity-based plans.
- conduct an annual review of the performance of the CEO. In conjunction with the CEO, the Compensation Committee will annually review the officers that directly report to the CEO and any other Executive Officers of the Company in light of the goals and the objectives of the Company.
- set the total compensation for the Executive Officers of the Company. This includes salary, annual incentive and long-term incentive programs, whether stock or cash, and determinations relating to the deductibility of compensation under Section 162(m) of the Internal Revenue Code of 1986.
- review and approve corporate goals and objectives relevant to executive performance, evaluate executive performance in light of those goals and objectives and set compensation levels accordingly.
- review and recommend other significant terms of employment for the Executive Officers including termination agreements.
- confer as needed with the CEO and COO on compensation and benefit matters.
- review and make recommendations to the Board on matters concerning the Directors' annual retainer, as well as any other compensation programs relating to the Board.
- approve the report on executive compensation for inclusion in the Corporation's proxy statement in accordance with applicable rules and regulations.
- exercise any fiduciary, administrative or other function assigned to the Committee under any of the Corporation's health, benefit or welfare plans.
Other Responsibilities
- Following each Committee meeting, a verbal report will be given at the next meeting of the full Board on all significant items discussed at the Committee meeting.
- The minutes of all Compensation Committee meetings will be held by the Corporate Secretary.
- Review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval.
- Assist in preparing the report required by the rules of the Securities and Exchange Commission to be included in the Company's annual proxy statement.
- Take such further actions or provide such further advice as the full Board may from time to time delegate to the Committee.
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