Compensation Committee Charter
CAPTARIS, INC.
COMPENSATION COMMITTEE CHARTER
The Compensation Committee (the "Committee") shall be appointed by the Board of Directors (the "Board") of Captaris,
Inc. (the Company") on the recommendation of the Governance Committee. The primary function of the Committee is to discharge
the responsibilities of the Board relating to compensation of the Company's Chief Executive Officer and other executives,
employees and directors who are not employees of the Company, and, in connection with the Company's retirement, welfare and
other benefit plans. The Committee shall have all authority necessary to fulfill the duties and responsibilities assigned
to the Committee in this Charter or otherwise assigned to it by the Board.
Composition and Delegation
The Committee shall be composed of at least three members. Each member of the Committee shall be a member of the
Board and shall (i) meet the independence requirements established by the Board and applicable laws, regulations and listing
requirements, (ii) be a "non-employee director" within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934,
and (iii) be an "outside director" within the meaning of Section 162(m) of the Internal Revenue Code. The members of the Committee
shall be appointed annually by the Board, on the recommendation of the Governance Committee, at its annual meeting or as necessary
to fill vacancies in the interim. The Board shall designate one of the Committee members as Chairperson. The Board may remove
any member from the Committee at any time with or without cause. The Committee when appropriate may form and delegate authority
to subcommittees and may delegate authority to one or more designated members of the Committee, the Board or Company officers.
The Committee shall have the sole authority to engage or terminate any outside consultant that is retained to assist
the Committee in the evaluation of Chief Executive Officer or executive officer compensation, including the sole authority
to approve fees and other retention terms. As the Committee deems appropriate, it may also retain independent counsel, accounting
and other professionals to assist the Committee without seeking Board approval with respect to the selection, fees or retention
terms for any such advisers.
Duties and Responsibilities
The Committee shall:
- Develop executive compensation philosophy. Establish, annually review, approve and publish policies regarding executive compensation
programs and practices.
CEO and Executive Compensation
- Solicit input from entire Board then develop and approve corporate goals and objectives relevant to the Chief Executive Officer's
compensation. Evaluate the Chief Executive Officer's performance in light of those goals and objectives and set the Chief
Executive Officer's compensation based on this evaluation. In determining the long-term incentive component of Chief Executive
Officer compensation, the Committee shall consider the Company's performance and relative shareholder return, the value of
similar incentive awards to chief executive officers at comparable companies, and the awards given to the Chief Executive
Officer in past years.
- Review the Chief Executive Officer's recommendations and approve annual compensation for the Company's Specified Executives
(CEO's direct reports, officers and others designated by the Committee).
- Establish and oversee annual and long-term incentive compensation plans for the CEO and the Specified Executives.
- Recommend to the Board for its approval and, where appropriate, submission to the Company's shareholders, incentive compensation
plans and equity-based plans.
- Recommend to the Board for its approval changes to compensation policies and programs for the CEO and the Specified Executives.
- Review and approve all executive employment, compensation and retirement arrangements. (Includes any special hiring or termination
arrangements.)
- Determine procedures for Board review of the Chief Executive Officer and for communicating such review to, the Chief Executive
Officer. Receive from the CEO his/her review of Specified Executives and review such evaluations.
Board Compensation
- Annually review director compensation practices in relation to comparable companies.
- Recommend to Board, as appropriate, revisions to director compensation practices.
- Develop, periodically review and recommend to the Board director and executive stock ownership guidelines and monitor progress
toward meeting ownership guidelines.
General Compensation and Benefits Matters
- Consult periodically with the Chief Executive Officer and the top person in charge of Human Resources, regarding compensation
and benefit matters deemed appropriate by them or the members of the Committee.
- Provide oversight regarding the Company's retirement, welfare and other benefit plans, policies and arrangements on an as-needed
basis.
Tax-Qualified & NonqualifiedBenefit Plans
- Recommend to the Board for Board action (i) all Internal Revenue Service tax-qualified retirement plans and all plan amendments
that are non-administrative in nature and (ii) all nonqualified benefit plans and all plan amendments that are non-administrative
in nature.
- With respect to employee benefit plans, approve and recommend to the Board for its action:
- the designation of the trustee and the execution of trust agreements for any such plan or plans;
- the termination, merger or consolidation of any such plan or plans; and
- the extension of plan participation to employees of affiliates or subsidiaries.
- Periodically review plan administration, participation and regulatory compliance of nonqualified plans.
NonexecutiveIncentive Plans
- Review management's recommendations for other nonexecutive corporate incentive plans and annually review plan goals and results.
- Specify terms of delegation of authority to approve stock option grants and other stock or stock-based awards, if and, as
the Committee deems appropriate.
Reports
- Prepare the report on executive compensation required by the rules of the Securities and Exchange Commission to be included
in the Company's annual proxy statement.
Meetings and Budget
In accordance with the applicable provisions of the Company's Bylaws, as amended from time to time, the Committee
shall meet at such times and places, as the members deem advisable, and shall make such recommendations to the Board as the
Committee considers appropriate. When appropriate, the Committee may meet in separate executive session with other independent
directors, management, employees, general counsel, internal audit, the independent auditor or other consultants or advisors
it may retain to discuss matters that the Committee or the other groups believe warrant Committee attention. The Committee
will meet periodically in executive sessions of only the Committee members and, if invited by the Committee in its sole discretion,
other independent members of the Board.
For corporate budgeting purposes, the Chairperson of the Committee will each year submit to the CEO an annual budget
for the Committee's activities and will review status against the budget on a periodic basis.
Minutes
Minutes of each meeting shall be prepared by the Committee Chair or by his/her designee and sent to Committee members.
Following an initial review by the Committee members, the Committee will provide the minutes to the Board. The Secretary of
the Company shall archive the approved minutes. The Committee will also report to the Board on any significant matters arising
from the Committee's work, including awards for top executives and special executive employment, compensation and retirement
arrangements.
Evaluation
The Committee shall review and reassess this Charter at least annually and, if appropriate, propose changes to
the Board.
The Committee shall obtain or perform an annual evaluation of the Committee's performance and make applicable recommendations.
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