Compensation Committee Charter
I. Purpose
The Compensation Committee (the “Committee”) is appointed by the Board of Directors (the “Board”) of Pacific Sands, Inc (the “Company”) to discharge the Board’s responsibilities relating to compensation of the Company’s executives and to produce an annual report on executive compensation for inclusion in the Company’s proxy statement, in accordance with applicable rules and regulations.
The Committee has overall responsibility for approving and evaluating the director and officer compensation plans, policies and programs of the Company.
II. Committee Membership
The Committee shall consist of no fewer than two members. The members of the Committee shall meet the independence requirements of the OTC. The members of the Committee shall be appointed by the Board Of Directors. Committee members may be removed or replaced by the Board Of Directors. There shall be a Chairman of the Committee, who shall be appointed by the Board of Directors.
III. Meetings
The Committee shall meet at least once annually, or more frequently as the Committee may from time to time determine to be appropriate. Two or more Committee members shall constitute a quorum. The vote of a majority of the Committee members present at any meeting at which a quorum is present shall be necessary to constitute the act of the Committee.
The Committee and its members shall have reasonable access to management. Should any member of the Committee believe that participation of management or outside advisors in any discussion of a particular subject would be advisable, they are encouraged to make such request.
IV. Committee Duties and Responsibilities
The Committee shall annually review and approve corporate goals and objectives relevant to CEO compensation and evaluate the CEO’s performance in light of those goals and objectives. The Committee shall set the CEO’s compensation levels based on this evaluation and other factors deemed relevant and appropriate by the Committee. In
determining the long-term incentive component of CEO compensation, the Committee shall consider factors that the Committee deems appropriate.
The Committee shall annually review and determine, for the CEO and the senior executives of the Company,
(a) the annual base salary level,
(b) the annual incentive opportunity level,
(c) the long-term incentive opportunity level,
(d) employment agreements, severance arrangements, and change of control agreements/provisions, in each case as, when and if appropriate, and
(e) any special or supplemental benefits.
The Committee shall have the authority to retain and terminate any compensation consultant to be used to assist in the evaluation of director, CEO or senior executive compensation and obtain advice and assistance from internal or external legal, accounting or other advisors within reason. The Committee shall have the authority to approve such consultant’s fees and other retention terms, subject to approval by the board of directors.
The Committee shall annually review and make recommendations to the Board with respect to the non-CEO compensation programs and policies, including incentive compensation plans and equity-based plans, and shall approve all new incentive plans and major benefit programs.
Two or more members of the Committee shall administer the Company’s equity-based compensation plans.
The Committee may form and delegate authority to subcommittees when appropriate.
The Committee shall make regular reports to the Board.
The Committee shall review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval.
The Committee shall annually review its own performance.
The Committee shall create, maintain and provide language accurately describing relevant salaries and compensation for inclusion in the Company's quarterly and annual reports.