WINLAND
ELECTRONICS, INC.
CHARTER OF THE COMPENSATION COMMITTEE
A. Purpose
The Compensation Committee of the Board of Directors
shall assist the Board in carrying out the responsibilities
of the Board relating to the compensation of Winland’s
executive officers and directors by accomplishing the responsibilities
listed below and shall produce an annual report on executive
compensation for inclusion in the company’s proxy statement
in accordance with regulatory requirements.
B. Organization
All members of the Compensation Committee must:
- meet the definition of “non–employee director”
under Rule 16b–3 of the Securities Exchange Act of
1934;
- be an “outside director” for the purposes
of Section 162(m) of the Internal Revenue Code of 1986;
- meet the current definitions of an “independent
director” under the rules of the American Stock Exchange
and NASDAQ, under Winland’s voluntary election to
comply with NASDAQ’s governance rules.
C. Authority and Responsibilities
The Compensation Committee shall report to the
Board, as appropriate. To assist it in the conduct of its
responsibilities, the Compensation Committee, to the extent
it deems necessary or appropriate, may consult with management,
may seek advice and assistance from Winland’s employees
or others, and may retain legal counsel, accountants and compensation
consultants. The Compensation Committee has the sole authority
to retain or terminate any compensation consultant to be used
to assist in the evaluation of director, Chief Executive Officer
or other executive officer compensation and has the sole authority
to approve such consultant’s fees and other terms of
retention.
The Compensation Committee shall:
- Review corporate goals and objectives relevant to the
Chief Executive Officer’s compensation and evaluate
the Chief Executive Officer’s compensation in light
of those goals and objectives. Based on that evaluation,
the Compensation Committee shall determine and approve the
compensation of the Chief Executive Officer.
- Approve the compensation of Winland’s other executive
officers, taking into consideration the recommendations
of the CEO.
- In establishing compensation for the executive officers,
consider the recommendations of an independent compensation
consultant, if appropriate, performance against the officer’s
goals and objectives, regional wage and salary, cost of
living and related compensation information, and Winland’s
relative performance.
- Make recommendations to the Board with respect to incentive
compensation plans, including cash performance bonuses and
equity–based plans, and review, approve, and administer
the incentive compensation plans in which any executive
officer of Winland participates. The Compensation Committee
may delegate to management certain responsibilities to administer
incentive compensation plans as permitted by the provisions
of such plans, applicable laws, and the rules of the SEC
and the American Stock Exchange.
- Review, at least annually, the compensation of independent
directors and recommend for approval by the Board any change
in the compensation of such directors. In recommending director
compensation, the Compensation Committee shall take comparable
director fees into account.
D. Meetings
The Compensation Committee will meet and document its activities
a minimum of two times per year or as often as required to
fulfill its responsibilities.
E. Annual Performance Evaluation.
The Compensation Committee shall annually evaluate
its own performance and monitor its continuous regulatory
compliance. |
