The principal purpose of the Compensation Committee (the “Committee”) is to assist the Board of Directors (the “Board”) of Research Solutions, Inc. (the “Company”) in fulfilling its responsibilities to determine the compensation of the Company’s executive officers and to approve and evaluate the compensation plans, policies and programs of the Company. To that end, the Committee shall have the power and authority to:
• Set the compensation and benefits of executive officers;
• Determine distributions and grant awards under and administer the Company’s equity-based and other incentive plans; and
• Assume responsibility for all matters related to all of the foregoing.
The Committee shall be comprised of at least three members of the Board, all of whom shall satisfy the independence requirements of The NASDAQ Stock Market, Inc., applicable provisions of the rules of the Securities and Exchange Commission and Section 162(m) of the Internal Revenue Code of 1986, as amended. Committee members shall be appointed by the Board. Unless the Board elects a Chairperson of the Committee, the Committee shall elect a Chairperson by majority vote. Committee members may be removed at any time with or without cause by the Board.
The Committee shall meet as often as it deems necessary, and in any event at least once per year, in order to perform its responsibilities. The Committee shall meet at the call of any member of the Committee. Meetings of the Committee may be held telephonically. A majority of the members of the Committee shall constitute a quorum for a meeting and the affirmative vote of a majority of members present at a meeting at which a quorum is present shall constitute the action of the Committee. Without a meeting, the Committee may act by unanimous written consent of all members. The Committee shall otherwise establish its own rules of procedure, including designation of a chairperson pro tempore, in the absence of the Chairperson, and designation of a secretary. The secretary need not be a member of the Committee and shall attend Committee meetings and prepare minutes. The Committee shall keep such records of its meetings as it shall deem appropriate, which shall be filed with the books and records of the Company. Any member of the Board shall be provided with copies of such Committee minutes if requested.
The Committee may ask members of management, employees, outside counsel or others whose advice and counsel are relevant to the issues then being considered by the Committee, to attend any meetings and to provide such pertinent information as the Committee may request.
The Chairperson of the Committee shall be responsible for leadership of the Committee, including preparing the agenda, presiding over Committee meetings, making Committee assignments and reporting the Committee’s actions to the Board from time to time as requested by the Board.
Duties and Responsibilities
The Committee shall have the following primary duties and responsibilities, and shall perform any other activities consistent with this Charter, the Company’s bylaws and governing law as the Committee and the Board deem appropriate or necessary:
• The Committee shall annually review and approve the compensation of the executive officers of the Company, including without limitation (a) the annual base salaries, (b) any annual incentive bonuses, (c) any non-equity incentive plans or awards, (d) any equity incentive awards, (e) any employment agreements, severance arrangements, and change in control agreements or provisions, in each case as, when and if appropriate, and (f) any supplemental or special benefits or perquisites.
• The Committee shall annually review and approve any corporate goals and objectives relevant to the executive officers’ compensation, evaluate the executive officers’ performance in light of any such goals and objectives, and approve the executive officers’ compensation levels based on this evaluation and such other factors as the Committee may consider relevant.
• The Committee has responsibility for providing appropriate input for the Company’s Compensation Discussion and Analysis, reviewing and discussing it, recommending to the Board its inclusion in the Company’s proxy statement, and approving the Committee’s report in the proxy statement confirming such recommendation when the Company is subject to a requirement to provide such disclosure.
• The Committee shall make recommendations to the Board concerning incentive compensation plans and equity-based plans that require Board approval.
• The Committee shall fix and determine equity awards to employees pursuant to any of the Company’s equity-based plans now or from time to time hereafter in effect and exercise such other power and authority as may be permitted or required under such plans.
• The Committee shall periodically review and make recommendations to the Board with respect to the compensation of directors, including Board and committee retainers, meeting fees, equity-based compensation, and such other forms of compensation as the Committee may consider appropriate.
• The Committee may form subcommittees and may delegate authority to any subcommittee. The Committee may also delegate authority, as appropriate, to any other administrator, including without limitation authority with respect to awards made under equity plans to any employees who are not executive officers of the Company.
• The Committee shall make periodic reports to the Board.
• The Committee shall at all times have the authority to retain and terminate any compensation consultants or other advisors to assist it in any aspect of the evaluation of director, Chief Executive Officer or executive officer compensation or on any other subject relevant to the Committee’s responsibilities, including the authority to approve such consultant’s or advisor’s fees and other retention terms.
• The Committee shall conduct periodic evaluations of the Committee’s performance as compared to the requirements of this Charter.
• The Committee shall conduct an annual review and reassessment of the adequacy of this Charter and recommend any proposed changes to the Board for approval.
Nothing contained herein is intended to expand applicable standards of liability under statutory or regulatory requirements for the directors of the Company or members of the Committee. The purposes and responsibilities outlined herein are meant to serve as guidelines rather than as inflexible rules and the Committee is encouraged to adopt such additional procedures and standards as it deems necessary from time to time to fulfill its responsibilities. This Charter, and any amendments thereto, shall be displayed on the Company’s website and a printed copy of the same shall be made available to any stockholder of the Company who requests it.