Role of the Compensation Committee
The Compensation Committee (the “Compensation Committee”) shall be appointed by the Board of Directors (the “Board”) of Ascent Solar Technologies, Inc. (the “Company”). The Compensation Committee’s primary function is to assist the Board in the discharge of its fiduciary responsibilities relating to the fair and competitive compensation of executives, employees, and independent non-employee directors, and in connection with the Company’s retirement, welfare and other benefit plans.
Composition and Delegation
The Compensation Committee shall be comprised of at least two members. Each member of the Compensation Committee shall be (a) “independent” within the meaning of NASDAQ Marketplace Rule 4200(a)(15), (b) a “non-employee director” within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934, and (c) an “outside director” within the meaning of Section 162(m) of the Internal Revenue Code. Members of the Compensation Committee shall be appointed annually by the Board at its annual meeting or as necessary to fill vacancies in the interim. The Board shall designate one of the Compensation Committee members as Chairperson. The Board may remove a member from the Compensation Committee at any time with or without cause. The Compensation Committee shall have the authority to retain outside third parties, as it deems appropriate, to assist in fulfilling its responsibilities. The Compensation Committee may delegate certain of its responsibilities, as it deems appropriate, to other Compensation Committees or to Company officers.
Duties and Responsibilities
In addition to any duties and responsibilities assigned to the Compensation Committee from time to time by the Board, the Compensation Committee shall:
- Establish, administer and review the Company’s total compensation and benefits policies and programs for executives (director level management, and above) and independent non-employee directors, including determination of compensation of the Company’s chief executive officer and other executive officers.
- Review and approve corporate goals and objectives relevant to CEO compensation, evaluate the CEO’s performance in light of those goals and objectives, and, either as a committee or together with the other independent directors (as directed by the board), determine and approve the CEO’s compensation level based on this evaluation.
- Review compensation and benefits policies and programs for all other employees.
Administer the Company’s short- and long-term incentive plans and other stock or stock-based plans.
- Specify terms of delegation of authority to approve stock option grants and other stock or stock-based awards.
- Provide oversight regarding the Company’s retirement, welfare and other benefit plans, policies and arrangements on an as-needed basis.
- Consult periodically with the Company’s chief executive officer and/or president and the appropriate human resources officer, regarding compensation and benefits matters deemed appropriate by the Compensation Committee.
- Formulate a long-range plan for the retention and development of key executives and senior management for Board review and endorsement.
- Approve employment contracts covering key executives.
- Identify the performance measures to be used in executive and management incentive plans, and the levels of performance for which incentive compensation is paid.
- Perform such other duties as assigned to the Chairperson of the Compensation Committee by the Board.
- Meet at least semi-annually, or more frequently as circumstances or the obligations of the Compensation Committee require.
- Provide the report of the Compensation Committee required in the Company’s annual proxy statement reporting on the discharge of Compensation Committee responsibilities.
- Annually, review and assess the adequacy of this charter and recommend any appropriate changes to the Board.
- At least annually, conduct a self-evaluation of the performance of the Compensation Committee.
In accordance with the applicable provisions of the Company’s Bylaws, as amended from time to time, the Compensation Committee shall meet at such times and places as the members deem advisable, and shall make such recommendations to the Board as the Compensation Committee considers appropriate.
Minutes of each meeting shall be prepared and sent to Compensation Committee members; which minutes shall be retained by the Corporate Secretary of the Company.