The purpose of the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Concur Technologies, Inc. (the “Company”) is to discharge the responsibilities of the Board with respect to all forms of compensation of the Company’s executive officers, to oversee the Company’s equity-based compensation plans, and to produce an annual report on executive compensation for use in the Company’s proxy statement. The Committee shall perform these functions primarily by carrying out the activities enumerated in Part IV of this Charter.
All members of the Committee shall be appointed by, and shall serve at the discretion of, the Board, upon the recommendation of the Nominating and Corporate Governance Committee. Unless a chairman is appointed by the full Board, the members of the Committee may designate a chairman by vote of a majority of the Committee members.
The Committee shall consist of two or more members of the Board, with the exact number being determined by the Board. Each member of the Committee shall be: (a) an “independent” director, as defined by the rules of The NASDAQ Stock Market, the United States federal securities laws, and the rules and regulations promulgated thereunder from time to time, except as otherwise permitted by such rules and regulations; (b) a “non-employee director,” as defined in Rule 16b-3 under the Securities Exchange Act of 1934, as amended; and (c) an “outside director” under Regulation 1.162-27 promulgated under Section 162(m) of the Internal Revenue Code of 1986, as amended.
In connection with appointing or continuing the membership of each director serving on the Committee, when affirmatively determining the independence of such member, the Board will consider all factors specifically relevant to determining whether such director has a relationship to the Company which is material to that director’s ability to be independent from management in connection with the duties of a member of the Committee, including, at a minimum: (a) the source of compensation of such director, including any consulting, advisory or other compensatory fee paid by the Company to such director, including whether the director receives compensation from any person or entity that would impair his ability to make independent judgments about the Company’s executive compensation; and (b) whether such director is affiliated with the Company, a subsidiary of the Company or an affiliate of a subsidiary of the Company, including whether the affiliate relationship places the director under the direct or indirect control of the Company or its senior management, or creates a direct relationship between the director and members of senior management, in each case of a nature that would impair his ability to make independent judgments about the Company’s executive compensation.
Each member of the Committee shall perform an annual performance self-evaluation.
Meetings of the Committee will be held from time to time as determined by the Committee, but no less than once per year. Meetings of the Committee may be held telephonically. The Committee shall report to the Board from time to time, as requested by the Board and at such other times as determined by the Committee to be appropriate. In accordance with the Bylaws of the Company and in lieu of a meeting, the Committee may also act by unanimous written consent. A quorum for the transaction of the business of the Committee shall be two members.
The following shall be the principal duties and responsibilities of the Committee. The Committee may supplement them as appropriate and may establish policies and procedures from time to time that it or the Board deems necessary or advisable in fulfilling the Committee’s responsibilities, provided that such activities are consistent with this Charter, the Company’s Certificate of Incorporation and Bylaws, and applicable laws. This Charter may be amended by the Board of Directors.
The Committee will annually review, and recommend to the Board for approval, the compensation to be paid to the Company’s Chief Executive Officer. The Chief Executive Officer may not be present during any deliberations or voting on this subject. The Committee will annually review, and recommend to the Board for approval, the corporate goals and objectives relevant to the compensation of the Chief Executive Officer and shall evaluate the performance of the Chief Executive Officer in light of those goals and objectives. For purposes of this Charter, “compensation” may include: (a) salary; (b) cash-based bonuses; (c) equity-based compensation; (d) any employment contract or similar arrangement; (e) severance or change in control arrangement; and (f) any other compensation.
The Committee will annually review, and recommend to the Board for approval, the compensation to be paid the Company’s executive officers other than the Chief Executive Officer. The Chief Executive Officer may be present during any deliberations or voting on this subject. As part of this process, the Committee will review the Chief Executive Officer’s recommendations regarding the compensation of such executive officers under procedures that the Committee may establish from time to time.
The Committee may delegate to one or more subcommittees of the Committee (which may be a single member of the Committee) and/or the Chief Executive Officer the authority to determine compensation to be paid to persons who are not executive officers of the Company. In particular, the Committee may delegate to the Chief Executive Officer the authority to grant stock options to Company employees who are not members of the Board of Directors or executive officers of the Company, provided that no option grant exceeds any limit established by resolution of the Board or the Committee from time to time.
The Committee will periodically review, and make recommendations to the Board, with respect to adoption and approval of, or amendments to, equity-based compensation plans and arrangements, including the amounts of shares reserved thereunder, after taking into consideration the Company’s strategies with respect to short and long-term equity-based compensation.
The Committee will be responsible for the interpretation of any compensation plans, including equity-based compensation plans, adopted by the Company from time to time, and for the determination of acceptable forms of consideration for stock acquired pursuant to the Company’s equity-based compensation plans.
The Committee will periodically review the Company’s procedures with respect to employee loans, and will not approve any arrangement in which the Company, directly or indirectly, extends or maintains credit, arranges for the extension of credit or renews an extension of credit, in the form of a personal loan to or for any director or executive officer of the Company.
The Committee will prepare a report on executive compensation to the Company’s stockholders for inclusion in the Company’s annual proxy statement as required by the rules and regulations of the United States Securities and Exchange Commission, as they may be amended from time to time.
The Committee will periodically review and assess the adequacy of this Charter and recommend any modifications thereof to the Board for consideration.
The Committee will perform any other activities required by applicable law, rules or regulations, including the rules of the United States Securities and Exchange Commission and any exchange or market on which the Company’s capital stock is traded, and perform any other activities consistent with this Charter, the Company’s Certificate of Incorporation and Bylaws, and applicable law as the Committee or the Board deems necessary or appropriate.
Subject to the provisions of this Charter, the Committee shall have the authority to direct and supervise any matters within the scope of its duties, with full unrestricted access to all books, records, facilities and personnel of the Company. The Committee has the sole authority and right, at the expense of the Company, to retain and terminate (or obtain the advice of) any advisor (including any consultants and outside counsel) to be used by the Committee to assist it in with the performance of its duties, but only after taking into consideration factors relevant to the advisor’s independence from management specified in Rule 5605(d)(3) of the listing requirements of The NASDAQ Stock Market. The Committee shall be directly responsible for the appointment, compensation and oversight of the work of any advisor retained by it and sole authority to approve the fees and other retention terms of such advisors. The Company must provide for appropriate funding, as determined by the Committee, for (a) payment of reasonable compensation to any advisor retained by the Committee; (b) ordinary administrative expenses of the Committee that are necessary and appropriate in carrying out its functions; and (c) the commission of any necessary studies or surveys concerning the levels of executive compensation payable in the industry in which the Company is engaged and in other related industries or obtaining recommendations from advisors appointed by the Committee in accordance with the guidelines set forth above concerning comparable compensation programs.
The Committee will maintain written minutes of its meetings and periodically report to the Board on significant matters related to the Committee’s responsibilities.
