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COMPENSATION COMMITTEE REQUIREMENTS (continued)<br />
reasonable control, that person, with prompt<br />
notice to the NYSE and only so long as a<br />
majority of the members of the compensation<br />
committee continue to be independent, may<br />
remain a member of the compensation<br />
committee until the earlier of the next annual<br />
meeting of the company or one year from the<br />
occurrence of the event that caused the<br />
member to be no longer independent. 118<br />
Compensation Committee Charter. The<br />
compensation committee must have a written<br />
charter that addresses:<br />
• the committee’s purpose and<br />
responsibilities, which must include: (i)<br />
reviewing and approving corporate goals<br />
and objectives relevant to CEO<br />
compensation, evaluating the CEO’s<br />
performance in light of those goals and<br />
objectives, and, either as a committee or<br />
together with the other independent<br />
directors (as directed by the board),<br />
determining and approving the CEO’s<br />
compensation level based on such<br />
evaluation; 120 (ii) making<br />
recommendations to the board with<br />
respect to non-CEO executive officer<br />
compensation, and incentivecompensation<br />
and equity-based plans 121<br />
that are subject to board approval; 122 and<br />
(iii) preparing the disclosure required by<br />
Item 407(e)(5) of Regulation S-K (relating<br />
to the compensation committee report<br />
recommending the “Compensation<br />
Discussion and Analysis” to be included<br />
in the company’s annual proxy statement<br />
or in the company’s annual report on<br />
Form 10-K);<br />
beyond the member’s reasonable control, the<br />
company shall regain compliance with the<br />
requirement by the earlier of its next annual<br />
meeting or one year from the occurrence of<br />
the event that caused the failure to comply<br />
with the requirement; provided, however, that<br />
if the annual meeting occurs no later than 180<br />
days following the event that caused the<br />
failure to comply with the requirement, the<br />
company shall instead have 180 days from<br />
such event to regain compliance. A company<br />
relying on this provision shall provide notice<br />
to Nasdaq immediately upon learning of the<br />
event or circumstance that caused the<br />
noncompliance. 119<br />
Compensation Committee Charter.<br />
Beginning the earlier of the first annual<br />
meeting after January 15, 2014, or October<br />
31, 2014, each company must certify that it<br />
has adopted a formal written compensation<br />
committee charter and that the compensation<br />
committee will review and reassess the<br />
adequacy of the charter annually. The charter<br />
must specify:<br />
• the scope of the compensation<br />
committee’s responsibilities, and how it<br />
carries out those responsibilities,<br />
including structure, processes and<br />
membership requirements;<br />
• the compensation committee’s<br />
responsibility for determining, or<br />
recommending to the board for<br />
determination, CEO and non-CEO<br />
executive compensation;<br />
• that the CEO may not be present during<br />
voting or deliberations on his/her<br />
compensation;<br />
• the following compensation committee<br />
responsibilities and authority:<br />
o the sole discretion of the<br />
compensation committee to retain or<br />
obtain the advice of a compensation<br />
<strong>Weil</strong>, <strong>Gotshal</strong> & <strong>Manges</strong> LLP 24<br />
US_ACTIVE:\44182171\7\99980.0865
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