The Compensation Committee (the "Committee") is a committee of the Board of Directors (the "Board") of Bioject Medical Technologies Inc. (the "Company").
The Committee shall consist of three or more directors. A person may serve on the Committee only if the Board determines that he or she is "independent" in accordance with Nasdaq listing standards.
The purposes of the Committee are to discharge the responsibilities of the Board relating to compensation of the Company's Chief Executive Officer ("CEO") and other executive officers, to produce an annual report on executive compensation for inclusion in the Company's annual proxy statement that complies with the rules and regulations of the Securities and Exchange Commission, Nasdaq and any other applicable rules and regulations and to oversee and advise the Board on the adoption of policies that govern the Company's compensation programs.
DUTIES AND RESPONSIBILITIES
The Committee is responsible for establishing annual and long-term performance goals and objectives for the Company's CEO and executive officers. This responsibility includes:
In addition, the Committee:
In determining the long-term incentive component of the CEO and executive officers, the Committee may consider the Company's performance and relative shareholder return and the value of similar incentive awards to CEOs and executive officers at comparable companies.
The Committee will have the resources and authority necessary to discharge its duties and responsibilities, including the authority to retain outside counsel, experts and consultants, as it deems appropriate. Communications between the Committee and legal counsel in the course of obtaining legal advice will be considered privileged communications of the Company and the Committee will take all necessary steps to preserve the privileged nature of those communications.
MEETINGS AND OPERATIONS
The Committee shall meet at least four times each year and at such other times as it deems necessary to fulfill its responsibilities. The Committee will cause to be kept adequate minutes of all of its proceedings, and will report its actions to the next meeting of the Board. Committee members will be furnished with copies of the minutes of each meeting and any action taken by unanimous consent. The Committee is governed by the same rules regarding meetings (including meetings by conference telephone or similar communications equipment), action without meetings, notice, waiver of notice, and quorum and voting requirements as are applicable to the Board. The Committee is authorized to adopt its own rules of procedure not inconsistent with any provision of this Charter, any provision of the Bylaws of the Company, or the laws of the state of Oregon.