Compensation Committee Charter
(SEC, NYSE, and Nasdaq Compliant)

Summary

This template Charter of the Compensation Committee satisfies the requirements of the U.S. Securities and Exchange Commission, New York Stock Exchange, Nasdaq, and certain of the national securities exchanges which prescribe minimum requirements for compensation committees of companies with securities listed on those exchanges. This template includes practical guidance and drafting notes. For a full listing of key content that can be used by in-house counsel to develop, revise, and implement a company's employee and third-party-related policies, see In-House Company Policies Resource Kit. For a full listing of key content for in-house counsel and corporate secretaries when performing corporate functions, see In-House Corporate Secretary Resource Kit. For a full listing of related proxy statement and annual meeting content, see Proxy Statement and Annual Meeting Resource Kit. For more on IPOs generally, see Initial Public Offerings Resource Kit. For board resolutions establishing the compensation committee and adopting the compensation committee charter, see Board Resolutions: Compensation Committee and Compensation Committee Charter.