Compensation and Audit Committees. The Company shall, by amending its By-laws or otherwise, establish and maintain a Compensation Committee and an Audit Committee of the Board of Directors, each of which shall consist of at least three directors. The three directors serving on the Compensation Committee of the Company shall initially be Xxxxxx X. Xxxxxx, Xxxxx X. Xxxxxx and one other director of the Company unaffiliated with management of the Company who shall be appointed after the Initial Closing Date. Except for arrangements existing on the date hereof, no compensation or other remuneration at an annual rate in excess of $100,000 shall be paid to, and no capital stock of the Company shall be issued or granted to, any director, officer or employee of, or any consultant or adviser to, the Company or any of its subsidiaries, without the approval of the Compensation Committee. No employee stock option plan, employee stock purchase plan, employee restricted stock plan or other employee stock plan shall be established without the approval of the Compensation Committee. The Audit Committee shall select (subject to the approval of the Board of Directors) and provide instructions to the Company's auditors.
Compensation and Audit Committees. At least two (2) of the Purchaser Directors shall be members of the compensation committee of the Board of Directors. At least one (1) of the Purchaser Directors shall be a member of each of the audit committee and any other material committee of the Board of Directors. At least one (1) member of the compensation committee shall be a Board member representing SGC Partners I LLC. Each committee shall consist of no more than three (3) members.
Compensation and Audit Committees. The Company will promptly --------------------------------- after the Closing Date establish and thereafter at all times maintain a Compensation Committee and an Audit Committee of the Board of Directors of the Company. At least a majority of the members of each such committee shall consist of directors who are not members of management of the Company. The Compensation Committee shall make recommendations t the Board of Directors regarding all matters of compensation for the officers of the Company and stock options for employees of the Company.
Compensation and Audit Committees. The Company shall maintain a Compensation Committee and an Audit Committee of the Board of Directors, each of which shall have no more than three members, none of whom shall be employees of the Company or any Subsidiary, and each of which shall include one Series B Designee as a member thereof. The Compensation Committee shall be charged with, among other things, the administration of all equity compensation plans and arrangements and will also approve or recommend to the Board of Directors all management compensation levels and arrangements. The Audit Committee will select the Company’s auditor and will approve the scope of the Company’s annual audit.
Compensation and Audit Committees. The Company shall maintain a Compensation Committee and an Audit Committee of the Board of Directors, each of which shall consist of two non-management directors and which currently consist of Xxxx Xxxxxx and Xxxxxxxxxxx Linen on the Compensation Committee and Xxxxxxx Xxxxxxxxxx and Xxxx Xxxxxx on the Audit Committee. No increase in compensation, bonuses or other remuneration shall be paid to, and no capital stock or options to acquire capital stock of the Company shall be issued or granted to, any director or executive officer of the Company or any of its subsidiaries, without the approval of the Compensation Committee. No employee stock option plan, employee stock purchase plan, employee restricted stock plan or other employee stock plan shall be established without the approval of the Compensation Committee. The Audit Committee shall select (subject to the approval of the Board of Directors) and provide instructions to the Company's auditors and shall approve the Company's annual audit prior to its issuance each year.
Compensation and Audit Committees. To the extent the Company forms a Compensation Committee or Audit Committee of the Board, each of the Series Designees shall have the right in their sole discretion to be members of such committees (along with any other members of such committees).
Compensation and Audit Committees. The Company shall establish and maintain a Compensation Committee and an Audit Committee of the Board of Directors, each of which shall consist of at least three directors, one of whom on each Committee shall, at the discretion of NBIC, be the NBIC Director; provided, however, that all persons serving on the Compensation Committee or the Audit Committee shall be independent directors (which term shall not include the Founders or any other person who is an employee, consultant or advisor of or to the Company except with NBIC's consent), except that one of the Founders may and, until the Company's annual meeting of stockholders in 2001, Malcxxx Xxxxxxx xx entitled to serve on the Compensation Committee. No changes in the compensation or other remuneration paid or payable to any Founder shall be made without the approval of the Compensation Committee. Any deliberation or action taken by the Board of Directors or the Compensation Committee with regard to the compensation of any Founder, including the grant of any stock options, will be made without the participation of any Founder in the deliberation or approval process. No employee stock option plan, employee stock purchase plan, employee restricted stock plan or other employee stock plan shall be established without being reviewed by the Compensation Committee and approved by the Board of Directors. The Audit Committee shall select (subject to the approval of the Board of Directors) and provide instructions to the Company's auditors. The Company shall not authorize any other Committee without the prior written approval of NBIC; in any event, the NBIC Director shall be entitled to serve on any such Committee of the Board of Directors.
Compensation and Audit Committees. The Board shall form and maintain a Compensation Committee and an Audit Committee, each comprised of a PAG Designee, a PCP Designee and a QEKGS Designee. The Compensation Committee and the Audit Committee shall have authority and responsibilities of the sort typically associated with private company compensation and audit committees, which shall be set forth in a committee charter reasonably acceptable to QEKGS.
Compensation and Audit Committees. The Company shall, by amending its By-laws or otherwise, establish and maintain a Compensation Committee and an Audit Committee of the Board of Directors, each of which shall consist of three directors, two of whom (on each Committee) may be directors elected solely by the holders of Common Stock or appointed by the members of the Board of Directors (provided that one of such two committee members is not an employee or Founder (as hereinafter defined) of the Company) and one of whom (on each Committee) shall be a Series A Board Member (as provided by the Preferred Stock Purchase Agreement). No additional employee stock option plan, or employee stock purchase plan, employee restricted stock plan or other employee stock plan shall be established without the approval of the Compensation Committee. The Audit Committee shall select (subject to the approval of the Board of Directors) and provide instructions to the Company's auditors.
Compensation and Audit Committees. The Company’s Board of Directors shall create and maintain a Compensation Committee and an Audit Committee, both of which shall consist of no more than four directors, at least two of which shall be directors designated by the directors elected by the holders of Preferred Stock and one of whom shall be the director that serves as the Chief Executive Officer of the Company (the “CEO Director”); provided, that the CEO Director shall be a non-voting member of such committees.
