RBCL » Topics » Role of the Compensation Committee

This excerpt taken from the RBCL DEF 14A filed Apr 11, 2007.

Role of the Compensation Committee

The Compensation Committee annually reviews and approves goals and objectives for Mr. Howard, as well as evaluates his performance and approves his compensation. The Compensation Committee is also responsible to review and make recommendations to Mr. Howard relating to compensation of the other NEOs, who are evaluated annually for performance according to individual responsibilities and contributions, as well as broader measures related to corporate performance and results. In addition, the Compensation Committee is responsible for the grant of all stock option awards and any other awards under the Company’s equity compensation plans. While the Compensation Committee is comprised solely of independent directors, as a practical matter, it is not completely independent from Mr. Howard because of his percentage ownership of the Common Stock (see table under the caption “Security Ownership of Certain Beneficial Owners and Management”).

The compensation of the NEO’s in 2006 was largely determined by their respective employment agreements. The employment agreement between the Company and Mr. Howard is negotiated by the Compensation Committee and is subject to approval by the Board where Mr. Howard is excluded from deliberations and voting. Employment agreements between the Company and the other NEOs are subject to approval by the Board, where the only directors being allowed to vote are the independent directors and Mr. Howard.

Under its charter, the Compensation Committee has the authority to retain independent counsel or other advisers as it deems necessary to carry out its responsibilities. In 2006, the Compensation Committee did not retain the services of any compensation consultant. Instead, it informally considered the competitive market practices with respect to the salaries and total compensation paid by other similarly-sized companies to their executive officers. In this regard, the Compensation Committee reviewed annual reports on Form 10-K and other public filings of similarly-sized companies as well as other compensation survey information available to it.

 

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In the remaining discussion under this section, “Compensation Discussion and Analysis,” with regard to compensation matters involving Mr. Howard, the “Committee” shall refer to the Compensation Committee. With regard to compensation matters involving NEOs other than Mr. Howard, the “Committee” shall refer to the Compensation Committee and Mr. Howard.

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