Initial Public Offering (IPO): Pre-Effective Amendment to Registration Statement (General Form) — Form S-1
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-1/A Brightstar Corp. Form S-1 HTML 1.51M
2: EX-1.1 Form of Underwriting Agreement 47 192K
3: EX-10.47 Audit and Compliance Committee Charter of 5 21K
Brightstar Corp.
4: EX-10.48 Nominating and Corporate Governance Comittee 2 11K
Charter of Brightstar Corp.
5: EX-10.49 Compensation Committee Charter of Brightstar Corp. 2 10K
6: EX-10.57 Stock Purchase Agreement 26 110K
7: EX-10.58 Business Collaberation Agreement 9 32K
8: EX-21 List of Subsidiaries of Brightstar Corp. 1 9K
9: EX-23.2 Consent of Deloitte & Touche LLP 1 7K
EX-10.49 — Compensation Committee Charter of Brightstar Corp.
| EX-10.49 | 1st Page of 2 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
|---|
Exhibit 10.49
BRIGHTSTAR CORP. COMPENSATION COMMITTEE CHARTER
PURPOSE
The purpose of the Compensation Committee (the "Committee") is to review
employee compensation policies and programs as well as the compensation of the
chief executive officer and other executive officers of Brightstar Corp., and to
recommend to the Board a compensation program for outside members of the Board.
APPOINTMENT, MEMBERSHIP AND ORGANIZATION
The Compensation Committee will consist of at least three (3) independent
members of the Board. The Committee's members are appointed by the Board. The
Board decides the Committee's exact number and can at any time remove or replace
a Committee member. Each of the Committee members will meet the requirements of:
o The Nasdaq Stock Market
o Section 162(m) of the Internal Revenue Code of 1986
o Rule 16b-3 adopted by the SEC under Section 16 of the
Securities Exchange Act of 1934
o Any other requirements imposed by applicable law
The Board may designate one of the Committee members as the Chair of this
Committee. The Committee may also form and delegate authority to subcommittees
as the Committee may deem appropriate.
RESPONSIBILITIES AND AUTHORITY
The Compensation Committee will have the following powers and responsibilities:
o Review and recommend to the Board the approval of all
compensation and benefit plans, including stock options, for
the chief executive officer and executive officers of
Brightstar Corp. In advance of approval of incentive
compensation awards or changes to base salary, the Committee
will review the executive officer's performance against
Brightstar Corp.'s performance and individual goals
o Review and recommend to the Board compensation programs for
outside directors
o Review and approve the terms of the offer letters, employment
agreements, severance agreements, change-in-control
agreements, indemnification agreements and other material
agreements between Brightstar Corp. and its executive officers
o Review and approve performance goals for Brightstar Corp.'s
executive officers
o Review and approve policies and procedures relating to the
perquisites and expense accounts of Brightstar Corp.'s
executive officers
o Provide oversight of Brightstar Corp.'s overall compensation
plans and benefit programs (including reviewing Brightstar
Corp.'s overall employee compensation philosophy, reviewing
the budget and structure of employee variable cash
compensation plans and reviewing the budget and structure of
employee equity compensation plans), and make recommendations
to the Board with respect to improvements to such plans or the
adoption of new plans
o Interpret Brightstar Corp.'s 2004 Stock Incentive Plan (the
"Plan"), establish and modify administrative rules for the
Plan and set terms, conditions, and restrictions on stock
options, stock grants and other awards made under the Plan
o Review plans for the development, retention and replacement of
executive officers of Brightstar Corp. Periodically review
executive succession plans and executive education and
development plans
o Review annually with the Board the performance of the chief
executive officer of Brightstar Corp.
o Evaluate the competitiveness of the compensation of the chief
executive officer and the other executive officers, and of
Brightstar Corp.'s overall compensation plan
o Create and approve an annual Management Compensation Committee
Report for Shareholders to be included in Brightstar Corp.'s
annual proxy statements
o The Committee shall, from time to time, review and reassess
the adequacy of this Charter and recommend any proposed
changes to the Board for approval
o Review annually the Committee's own performance against
responsibilities outlined in this Charter and as otherwise
established by the Board
In performing its responsibilities, the Committee will have the authority to
obtain advice, reports or opinions from internal or external counsel and expert
advisors.
MINUTES AND MEETINGS
The Compensation Committee will meet at least twice annually and will hold
additional meetings as necessary or appropriate to carry out its
responsibilities. The Chairperson will preside at each meeting of the Committee
and, in consultation, with the other members of the Committee, shall set the
frequency and length of each meeting and the agenda of items to be addressed at
each meeting. The Committee will keep minutes of its meetings and shall make
regular reports to the Board on its activities. Such reports will generally be
made after each Committee meeting or at such other times as the Committee may
deem appropriate.
DISCLOSURE OF CHARTER
This Charter will be made available on Brightstar Corp.'s website at
WWW.BRIGHTSTARCORP.COM.
↑Top
Filing Submission 0000950144-04-009222 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
About — Privacy — Redactions — Help —
Wed., Apr. 24, 12:15:43.1am ET 