Charter for the Compensation Committee of the Board of Directors of TIBCO Software Inc.
Compensation Committee Charter Quicklinks
The purpose of the Compensation Committee (the "Committee") of the Board of Directors (the "Board") of TIBCO Software Inc. (the "Company") shall be to review and approve all forms of compensation to be provided to the executive officers and directors of the Company and, when appropriate, certain other employees. In carrying out this responsibility, the Committee shall review all components of executive officer compensation for consistency with the Committee's compensation philosophy as in effect from time to time.
The Committee has the authority to undertake the specific duties and responsibilities listed below and will have the authority to undertake such other specific duties as the Board may from time to time prescribe.
The Committee shall be comprised of no fewer than two (2) directors of the Board, each of whom shall be (i) independent within the applicable independence requirements of the NASDAQ Stock Market, Inc. ("NASDAQ") and the applicable rules of the Securities and Exchange Commission, (ii) an "outside director" within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended and (iii) a "non-employee director" within the meaning of Rule 16b-3 promulgated under Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
Each member of the Committee shall be appointed by and serve at the discretion of the Board.
III. RESPONSIBILITIES AND AUTHORITY
The responsibilities of the Committee include:
Reviewing and approving the compensation and compensation policies for the Chief Executive Officer of the Company and all other executive officers of the Company (i.e., those who are subject to Section 16 of the Exchange Act), and such other employees of the Company as directed by the Board.
Reviewing and approving all forms of compensation (including all "plan" compensation, as such term is defined in Item 402(a)(6) of Regulation S-K ("Regulation S-K") promulgated by the Securities and Exchange Commission, and all non-plan compensation) to be provided to the executive officers of the Company.
Reviewing and making recommendations to the Board regarding other incentive compensation plans that are proposed for adoption or adopted by the Company for the provision of compensation of other officers as directed by the Board.
Reviewing the compensation of non-employee directors (both in their capacity as Board members and as committee members) as established by the Board, and if deemed advisable by the Committee, make recommendations to the Board for changes thereto.
Acting as administrator of the Company's stock plans consistent with the terms of such plans and making recommendations to the Board with respect to amendments to the plans and changes in the number of shares reserved for issuance thereunder.
Authorizing the repurchase of shares from terminated employees pursuant to applicable law and agreements governing such repurchases.
Preparing a report (to be included in the Company's proxy statement) which describes: (i) that the Committee has reviewed and discussed the Compensation Discussion and Analysis with management and (ii) whether, based on such review and discussions, the Committee has recommended to the Board that the Compensation Discussion and Analysis be included in the Proxy Statement and incorporated into the Company's upcoming Annual Report.
Overseeing the management of risks associated with the Company's compensation policies and programs.
Overseeing all matters relating to stockholder approval of executive compensation ("say-on-pay" votes), including the frequency of such votes and the appropriate Committee response to a say-on-pay vote.
Periodically reviewing and evaluating, as appropriate, the performance of the Committee.
Reviewing and assessing the adequacy of this Charter annually, and making recommendations to the Board with respect to any proposed changes.
IV. OUTSIDE ADVISORS
The Committee shall have the authority, in its sole discretion, to engage its own advisors directly, including any compensation consultant, independent legal counsel or other advisors. When the Committee shall have engaged its own advisors, it shall be directly responsible for the appointment, compensation and oversight of the work of such advisors. The Company will provide the Committee with appropriate funding, as determined by the Committee, to pay reasonable compensation to any such advisor retained by the Committee.
The Committee shall have the authority to engage advisors pursuant to Paragraph 1 of this Section only after considering the following independence factors (provided, however, that the Committee is not required to conduct such independence assessment (i) in the case of in-house legal counsel; (ii) if the advisor's role is limited to the following activities: (a) consulting on any broad-based plan that does not discriminate in scope, terms or operation in favor of executive officers or directors of the Company, and that is available generally to all salaried employees; or (b) providing information that either is not customized for a particular company or that is customized based on parameters that are not developed by the advisor, and about which the advisor does not provide advice; or (iii) with respect to any other exception then described in Item 407 of Regulation S-K or Section 240.10C-1 (Listing standards relating to compensation committees) of Title 17 of the Code of Federal Regulations):
- a. the provision of other services to the Company by the advisor's employer;
- b. the fees received from the Company by the advisor's employer, as a percentage of the total revenue of the employer;
- c. the policies and procedures of the advisor's employer that are designed to prevent conflicts of interest;
- d. any business or personal relationship of the advisor with a member of the Committee;
- e. any stock of the Company owned by the advisor; and
- f. any business or personal relationship of the advisor or the advisor’s employer with an executive officer of the Company.
The independence evaluations required by Paragraph 2 of this Section shall be conducted each time a new advisor is selected and at least annually thereafter for all existing advisors.
V. MEETINGS AND PROCEDURES
The Committee shall meet as appropriate and at least once annually and will also meet as required in response to the needs of the Board and as necessary to fulfill their responsibilities. The Committee may establish its own meeting schedules, which it will provide to the Board in advance.
With respect to the compensation of the Chief Executive Officer of the Company, the Committee's voting and deliberation of such compensation shall be made in "executive session" without the presence of the Chief Executive Officer. With respect to the compensation of the other executive officers, such review and approval may be made in the presence of the Chief Executive Officer, but shall otherwise be made in "executive session" without the presence of management.
The Committee is authorized to request that any employee of the Company or the Company's legal counsel or independent auditors meet with any member of, or advisor to, the Committee.
The Committee shall maintain written minutes of its meetings and may act by unanimous written consent, which minutes will be filed with the minutes of the meetings of the Board.
The Committee will provide reports to the Board from time to time as appropriate, regarding recommendations of the Committee submitted to the Board for action, and copies of the written minutes of its meetings.
VIII. DELEGATION OF AUTHORITY
The Committee may form and delegate its authority to subcommittees or to the Chairman of the Committee when it deems appropriate and in the best interests of the Company, provided that such delegation is not in violation of applicable law or the rules and regulations applicable to companies with securities quoted on the NASDAQ Global Select Market.
Members of the Committee shall receive such fees for their service as Committee members, if any, as may be determined by the Board in its sole discretion. Such fees may include retainers or per meeting fees. Fees may be paid in such form of consideration as is determined by the Board, in accordance with the applicable rules of the NASDAQ Stock Market, Inc. and the Securities and Exchange Commission.