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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 8/09/17 Workhorse Group Inc. 10-Q 6/30/17 62:3.6M Edgar Agents LLC/FA |
Document/Exhibit Description Pages Size
1: 10-Q Quarterly Report HTML 319K
2: EX-3.10 Certificate of Amendment to the Certificate of HTML 22K
Incorporation Dated August 8, 2017
7: EX-99.1 Nominating and Corporate Governance Committee HTML 31K
Charter Adopted by the Board of Directors of
Workhorse Group Inc. on December 17, 2015
8: EX-99.2 Compensation Committee Charter Adopted by the HTML 32K
Board of Directors of Workhorse Group Inc. on
December 17, 2015
9: EX-99.3 Audit Committee Charter Adopted by the Board of HTML 40K
Directors of Workhorse Group Inc. on December 17,
2015
3: EX-31.1 Certification -- §302 - SOA'02 HTML 23K
4: EX-31.2 Certification -- §302 - SOA'02 HTML 23K
5: EX-32.1 Certification -- §906 - SOA'02 HTML 19K
6: EX-32.2 Certification -- §906 - SOA'02 HTML 19K
16: R1 Document and Entity Information HTML 39K
17: R2 Consolidated Balance Sheets HTML 83K
18: R3 Consolidated Balance Sheets (Parenthetical) HTML 37K
19: R4 Consolidated Statements of Operations (Unaudited) HTML 46K
20: R5 Consolidated Statements of Cash Flows (Unaudited) HTML 79K
21: R6 Consolidated Statements of Cash Flows (Unaudited) HTML 36K
(Parenthetical)
22: R7 Summary of Significant Accounting Principles HTML 85K
23: R8 Inventory HTML 26K
24: R9 Property, Plant and Equipment, Net HTML 28K
25: R10 Long-Term Debt HTML 30K
26: R11 Shareholder and Related Party Advances HTML 21K
27: R12 Lease Obligations HTML 22K
28: R13 Stock Based Compensation HTML 123K
29: R14 Recent Pronouncements HTML 34K
30: R15 Private Placement Memorandum and Stock Offering HTML 25K
31: R16 Summary of Significant Accounting Principles HTML 120K
(Policies)
32: R17 Summary of Significant Accounting Principles HTML 34K
(Tables)
33: R18 Inventory (Tables) HTML 26K
34: R19 Property, Plant and Equipment, Net (Tables) HTML 26K
35: R20 Long-Term Debt (Tables) HTML 34K
36: R21 Stock Based Compensation (Tables) HTML 111K
37: R22 Summary of Significant Accounting Principles HTML 34K
(Details)
38: R23 Summary of Significant Accounting Principles HTML 35K
(Details 1)
39: R24 Summary of Significant Accounting Principles HTML 33K
(Details 2)
40: R25 Summary of Significant Accounting Principles HTML 30K
(Details Textual)
41: R26 Summary of Significant Accounting Principles HTML 25K
(Details Textual 1)
42: R27 Summary of Significant Accounting Principles HTML 26K
(Details Textual 2)
43: R28 Summary of Significant Accounting Principles HTML 36K
(Details Textual 3)
44: R29 Summary of Significant Accounting Principles HTML 27K
(Details Textual 4)
45: R30 Inventory (Details) HTML 27K
46: R31 Property, Plant and Equipment, Net (Details) HTML 41K
47: R32 Long-Term Debt (Details) HTML 33K
48: R33 Long-Term Debt (Parenthetical) (Details) HTML 34K
49: R34 Long-Term Debt (Details 1) HTML 38K
50: R35 Shareholder and Related Party Advances (Details) HTML 20K
51: R36 Lease Obligations (Details) HTML 23K
52: R37 Stock Based Compensation (Details) HTML 93K
53: R38 Stock Based Compensation (Details 1) HTML 93K
54: R39 Stock Based Compensation (Details 2) HTML 77K
55: R40 Stock Based Compensation (Details 3) HTML 77K
56: R41 Stock Based Compensation (Details Textual) HTML 46K
57: R42 Stock Based Compensation (Details Textual 1) HTML 29K
58: R43 Stock Based Compensation (Details Textual 2) HTML 41K
59: R44 Private Placement Memorandum and Stock Offering HTML 36K
(Details)
61: XML IDEA XML File -- Filing Summary XML 102K
60: EXCEL IDEA Workbook of Financial Reports XLSX 57K
10: EX-101.INS XBRL Instance -- wkhs-20170630 XML 858K
12: EX-101.CAL XBRL Calculations -- wkhs-20170630_cal XML 102K
13: EX-101.DEF XBRL Definitions -- wkhs-20170630_def XML 405K
14: EX-101.LAB XBRL Labels -- wkhs-20170630_lab XML 865K
15: EX-101.PRE XBRL Presentations -- wkhs-20170630_pre XML 684K
11: EX-101.SCH XBRL Schema -- wkhs-20170630 XSD 143K
62: ZIP XBRL Zipped Folder -- 0001213900-17-008355-xbrl Zip 89K
Exhibit 99.2
WORKHORSE GROUP INC.
COMPENSATION COMMITTEE CHARTER
| A. | Purpose |
The purpose of the Compensation Committee of the Board of Directors (the “Board”) of Workhorse Group Inc. (the “Company”) is to oversee the discharge of the responsibilities of the Board relating to compensation of the Company’s executive officers.
| B. | Structure and Membership |
| 1. | Number. The Compensation Committee shall consist of at least two members of the Board. |
| 2. | Independence. Except as otherwise permitted by the applicable NASDAQ rules, each member of the Compensation Committee shall be “independent” as defined by such rules. |
| 3. | Chair. Unless the Board elects a Chair of the Compensation Committee, the Compensation Committee shall elect a Chair by majority vote. |
| 4. | Compensation. The compensation of Compensation Committee members shall be as determined by the Board. |
| 5. | Selection and Removal. Members of the Compensation Committee shall be appointed by the Board, upon the recommendation of the Nominating and Corporate Governance Committee. The Board may remove members of the Compensation Committee from such committee, with or without cause. |
| C. | Authority and Responsibilities |
General
The Compensation Committee shall discharge its responsibilities, and shall assess the information provided by the Company’s management, in accordance with its business judgment.
Compensation Matters
| 1. | Executive Officer Compensation. The Compensation Committee, or a majority of the independent directors serving on the Board, shall review and approve, or recommend for approval by the Board, the compensation of the Company’s Chief Executive Officer (the “CEO”) and the Company’s other executive officers, including salary, bonus and incentive compensation levels; deferred compensation; executive perquisites; equity compensation (including awards to induce employment); severance arrangements; change-in-control benefits and other forms of executive officer compensation. The Compensation Committee or the independent directors, as the case may be, shall meet without the presence of executive officers when approving or deliberating on CEO compensation but shall, invite the CEO to be present during the approval of, or deliberations with respect to, other executive officer compensation. |
C:
| 2. | Evaluation of Executive Officers. The Compensation Committee shall be responsible for overseeing the evaluation of the Company’s executive officers. In conjunction with the Audit Committee in the case of the evaluation of the senior financial management, the Compensation Committee shall determine the nature and frequency of the evaluation and the persons subject to the evaluation, supervise the conduct of the evaluation and prepare assessments of the performance of the Company’s executive officers, to be discussed periodically with the Board. |
| 3. | Plan Recommendations and Approvals. The Compensation Committee shall periodically review and make recommendations to the Board with respect to incentive-compensation and equity-based plans that are subject to approval by the Board. In addition, in the case of any tax-qualified, non-discriminatory employee benefit plans (and any parallel nonqualified plans) for which stockholder approval is not sought and pursuant to which options or stock may be acquired by officers, directors, employees or consultants of the Company, the Compensation Committee, or a majority of the independent directors serving on the Board, shall approve such plans. |
| 4. | Administration of Plans. The Compensation Committee shall exercise all rights, authority and functions of the Board under all of the Company’s stock option, stock incentive, employee stock purchase and other equity-based plans, including without limitation, the authority to interpret the terms thereof, to grant options thereunder and to make stock awards thereunder; provided, however, that, except as otherwise expressly authorized to do so by this charter or a plan or resolution of the Board, the Compensation Committee shall not be authorized to amend any such plan. To the extent permitted by applicable law and the provisions of a given equity-based plan, and consistent with the requirements of applicable law and such equity-based plan, the Compensation Committee may delegate to one or more executive officers of the Company the power to grant options or other stock awards pursuant to such equity-based plan to employees of the Company or any subsidiary of the Company who are not directors or executive officers of the Company. The Compensation Committee, or a majority of the independent directors serving on the Board, shall approve any inducement awards granted in reliance on the exemption from shareholder approval contained in NASDAQ Rule 4350(i)(1)(A)(iv). |
| 5. | Review and Discussion of Compensation Discussion and Analysis; Recommendation to Board. The Compensation Committee shall review and discuss annually with management the Company’s “Compensation Discussion and Analysis” required by Item 402(b) of Regulation S-K (the “CD&A”). The Compensation Committee shall consider annually whether it will recommend to the Board that the CD&A be included in the Company’s Annual Report on Form 10-K, proxy statement on Schedule 14A or information statement on Schedule 14C. |
C:
| C: 2 |
| 6. | Compensation Committee Report. The Compensation Committee shall prepare the annual Compensation Committee Report required by Item 407(e)(5) of Regulation S-K. |
| 7. | Additional Powers. The Compensation Committee shall have such other duties as may be delegated from time to time by the Board. |
| D. | Procedures and Administration |
| 1. | Meetings. The Compensation Committee shall meet as often as it deems necessary in order to perform its responsibilities. The Compensation Committee may also act by unanimous written consent in lieu of a meeting. The Compensation Committee shall keep such records of its meetings as it shall deem appropriate. |
| 2. | Subcommittees. The Compensation Committee may form and delegate authority to one or more subcommittees as it deems appropriate from time to time under the circumstances (including (a) a subcommittee consisting of a single member and (b) a subcommittee consisting of at least two members, each of whom qualifies as a “non-employee director,” as such term is defined from time to time in Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, and an “outside director,” as such term is defined from time to time in Section 162(m) of the Internal Revenue Code of 1986, as amended, and the rules and regulations thereunder). |
| 3. | Reports to Board. The Compensation Committee shall report regularly to the Board. |
| 4. | Charter. The Compensation Committee shall, from time to time as it deems appropriate, review and reassess the adequacy of this Charter and recommend any proposed changes to the Board for approval. |
| 5. | Consulting Arrangements. The Compensation Committee shall have the authority to retain and terminate any compensation consultant to be used to assist in the evaluation of executive officer compensation and shall have authority to approve the consultant’s fees and other retention terms. The Compensation Committee shall also have authority to commission compensation surveys or studies as the need arises. The Compensation Committee is empowered, without further action by the Board, to cause the Company to pay the compensation of such consultants as established by the Compensation Committee. |
| 6. | Independent Advisors. The Compensation Committee is authorized, without further action by the Board, to engage such independent legal and other advisors as it deems necessary or appropriate to carry out its responsibilities. Such independent advisors may be the regular advisors to the Company. The Compensation Committee is empowered, without further action by the Board, to cause the Company to pay the compensation of such advisors as established by the Compensation Committee. |
| 7. | Investigations. The Compensation Committee shall have the authority to conduct or authorize investigations into any matters within the scope of its responsibilities as it shall deem appropriate, including the authority to request any officer, employee or advisor of the Company to meet with the Compensation Committee or any advisors engaged by the Compensation Committee. |
| 8. | Annual Self-Evaluation. At least annually, the Compensation Committee shall evaluate its own performance. |
3
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