EP ENERGY CORPORATION COMPENSATION COMMITTEE CHARTER. December 14, 2016

Transcription

1 EP ENERGY CORPORATION COMPENSATION COMMITTEE CHARTER December 14, 2016 Chapter 1 Purpose The primary purpose of the Compensation Committee (the Committee ) is to assist the Board of Directors (the Board ) of EP Energy Corporation (together with its subsidiaries, the Company ) in fulfilling its responsibility to: oversee the Company s management compensation policies and practices; formulate, evaluate and approve the compensation and employment arrangements of the Company s officers (collectively, the Officers ); set, review and approve corporate goals and objectives relevant to Officer s compensation; oversee all compensation programs involving the issuance of equity under any equity compensation programs the Company may institute from time to time; review and discuss with management the Company s compensation discussion and analysis ( CD&A ) to be included in the Company s annual proxy statement or annual report on Form 10-K filed with the Securities and Exchange Commission (the SEC ); and prepare the Compensation Committee Report as required by the rules of the SEC, provide regular reports to the Board, and take such other actions as are necessary and consistent with the governing law and the organizational documents of the Company. Unless the context otherwise requires, references in this Charter of the Committee (this Charter ) to the Company shall include the Company s subsidiaries. Chapter 2 Organization and Membership The Committee shall be comprised of the number of Directors that is consistent with the provisions of the Stockholders Agreement by and among the Company and the Stockholders party thereto, dated as of August 30, 2013, as the same may be amended from time to time (the Stockholders Agreement ). The members of the Committee shall not be required to meet the independence requirements of the New York Stock Exchange (the NYSE ) during any period in which the Company is a controlled company within the meaning of the NYSE s listing standards, unless the Board otherwise determines not to rely on the NYSE s controlled company exemption. If the Company ceases to be a controlled company or the Board determines not to rely on the NYSE s controlled company exemption, the members of the Committee shall meet the independence requirements of the NYSE within the periods required by the NYSE s phase-in rules applicable to companies that cease to be controlled companies.

2 The members of the Committee shall be appointed and removed in a manner consistent with the provisions of the Stockholders Agreement and, where applicable, at the direction of the Board on the recommendation of the Governance and Nominating Committee. The Committee s chairperson shall be designated by the Board or, if it does not do so, the members of the Committee shall elect a chairperson by a vote of the majority of the full Committee. The Committee shall have the authority to delegate any of its responsibilities to subcommittees as the Committee may deem appropriate; provided, however, that (A) no subcommittee shall consist of fewer than two members, (B) the subcommittees are composed entirely of directors satisfying the foregoing independence standards and (C) the Committee shall not delegate to a subcommittee any power or authority required by any law, regulation or NYSE listing standard to be exercised by the Committee as a whole. Chapter 3 Meetings and Procedures The Committee shall meet with such frequency, but not less frequently than annually, and at such times as its chairperson, or a majority of the Committee, determines to be necessary or appropriate to carry out its duties hereunder, or as may otherwise be required by applicable law or regulatory authority. Reports of meetings of the Committee shall be made to the Board at its next regularly scheduled meeting following the Committee meeting accompanied by any recommendations to the Board approved by the Committee. The chairperson, 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 upcoming meeting. A majority of the members of the Committee present in person or by means of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other shall constitute a quorum. Chapter 4 Key Responsibilities and Delegation The following responsibilities are set forth as a guide for fulfilling the Committee s purposes, with the understanding that the Committee s activities may diverge as appropriate given the circumstances. The Committee is authorized and empowered to carry out these activities and other actions reasonably related to the Committee s purposes or assigned by the Board from time to time In addition, the Committee may, by resolution approved by a majority of the Committee, delegate the administration of the Company s incentive compensation and equity-based compensation plans, to the extent permitted by law and as may be permitted by such plans and subject to such rules, policies and guidelines (including limits on the aggregate awards that may be made pursuant to such delegation) as the Committee shall approve, provided that, consistent with this Chapter 4, the Committee shall determine and approve the awards made under any such plan to the Company s President and the direct reports to the President (the Direct Reports ) and any other employee as the Committee shall designate. In discharging its responsibilities, the Committee will act in reliance on management, the Committee s and the Company s other advisors and experts, including independent counsel and compensation consultants, as the Committee deems necessary or appropriate. 2

3 To fulfill its purposes as set forth in Chapter 1 of this Charter, the Committee, subject to its ability to delegate certain administrative functions pursuant to this Chapter 4, shall be responsible for the following: Compensation Strategy. Periodically review and approve the Company s stated compensation strategy, which will appropriately take into consideration contributions to Company growth and profitability, organization objectives, stockholder interests, whether there are risks arising from such compensation strategy that are reasonably likely to have a material adverse effect on the Company and such other factors as deemed appropriate by the Committee. Officer Compensation. Periodically review and approve corporate goals and objectives relevant to the Officers compensation, evaluate the performance of the Company s President and the Direct Reports in light of those goals and objectives, approve the compensation of the President and the Direct Reports based on this evaluation, and approve the aggregate amount of compensation to be provided to the remaining Officers (the allocation of such compensation among the remaining Officers may be determined in good faith by the President). An Officer shall not be present during voting or deliberations relating to that Officer s compensation. Officer Employment Arrangements. Approve employment agreements and separation packages and severance benefits for the Company s President and the Direct Reports to the extent such packages are outside the ordinary plan limits. Equity Compensation Programs. Review and approve the issuance of equity under any equity compensation program to key employees of the Company that may be instituted from time to time. Director Compensation. Evaluate, as necessary, the appropriate level, form and amount of compensation for Board and committee service by non-employee directors and make recommendations thereon to the Board. Benefits. Periodically review executive supplementary benefits and, as appropriate, the Company s retirement, benefit, and special compensation programs involving significant cost. Establish and review policies with respect to management perquisites and other non-cash benefits. Annual Evaluation of Committee and Charter. At least annually, evaluate the performance of the Committee, review and reassess the adequacy of this Charter and recommend any proposed changes to the Board, as appropriate. Other. The Committee shall also be responsible for the following: review and discuss with management the Company s CD&A, and based on that review and discussion, recommend to the Board that the CD&A be included in the Company s annual proxy statement or annual report on Form 10-K; prepare, review and approve the Compensation Committee Report in accordance with the rules and regulations of the SEC for its inclusion in any other document, 3

4 including in the annual report to stockholders and in the annual proxy statement, if any; periodically review and monitor compliance with stock ownership guidelines for the Company s President, Direct Reports and independent Directors and make recommendations thereon to the Board; review, modify (if necessary) and approve the Company s peer companies for purposes of evaluating the Company s compensation competitiveness and to evaluate Company performance for purposes of administering performance-based elements of the Company s executive compensation program, to the extent applicable; report regularly to the Board on Committee findings and recommendations and any other matters the Committee deems appropriate or the Board requests, and maintain minutes or other records of the Committee meetings and activities; oversee the Company s regulatory compliance with respect to compensation matters, including the Company s policies on structuring compensation programs to preserve tax deductibility, and, as and when required, establishing performance goals and certifying that performance goals have been met for purposes of Section 162(m) of the IRC; periodically review and modify (if necessary) its clawback policy to ensure that such policy complies with applicable law, rules and regulations, including the rules and regulations of the SEC and the rules of the NYSE; periodically conduct a review of the Company s compensation policies and practices with respect to all Company employees to assess the extent to which risks arising from such policies and practices are reasonably likely to have a material adverse effect on the Company; and perform any other activities or functions consistent with this Charter, the Stockholders Agreement and the Company s Amended and Restated Bylaws ( Bylaws ), as in effect from time to time, and governing law, as the Committee or the Board deems necessary or appropriate. The foregoing duties and responsibilities set forth in this Charter should serve as a guide only, with the express understanding that the Committee may carry out additional duties and responsibilities and adopt additional policies and procedures as may be necessary in light of any changing business, legislative, regulatory, legal or other conditions. Chapter 5 Outside Advisors; Reliance Retention of Advisors and Counsel. The Committee may conduct or authorize such investigations into or studies of matters within the scope of the Committee s duties and responsibilities, and may retain, at the Company s expense, such experts and other professionals, as it deems necessary or appropriate to carry out its duties. Without limiting the foregoing, the Board delegates to the Committee the express authority, in its discretion, to decide whether to retain a compensation consultant to assist in the evaluation of compensation pursuant to this Charter. If the Committee decides to retain such a firm, the Board delegates to the Committee the sole authority to approve the firm s fees and other retention terms, with such fees to be borne by the Company, and to terminate the firm at any time. In selecting a compensation consultant 4

5 or other advisors, the Committee will evaluate whether any compensation consultant retained or to be retained by it has any conflict of interest in accordance with Item 407(e)(3)(iv) of Regulation S-K through consideration of the following factors, as well as any other factors specified in Rule 10C-1(b)(4) under the Exchange Act or by applicable rules and regulations of the NYSE, if applicable: the provision of other services to the Company by the person that employs the independent counsel, compensation consultant or other advisors; the amount of fees received from the Company by the person that employs the independent counsel, compensation consultant or other advisors, as a percentage of the total revenue of the person that employs the independent counsel, compensation consultant or other advisers; the policies and procedures of the person that employs the independent counsel, compensation consultant or other advisors that are designed to prevent conflicts of interest; any business or personal relationship of the independent counsel, compensation consultant or other advisors with a member of the Committee; any stock of the Company owned by the independent counsel, compensation consultant or other advisors; and any business or personal relationship of the independent counsel, compensation consultant or other advisors or the person employing the advisors with an executive officer of the Company. Determine Administrative Expenses. The Committee has the power to determine the level and cost of ordinary administrative expenses necessary or appropriate in carrying out its duties, with such costs to be borne by the Company. Reliance Permitted. In carrying out its duties, the Committee will act in reliance on management, the independent public accountants, the internal auditors, internal and outside counsel and such other outside advisors and experts, as it deems necessary or appropriate. Required Participation of Employees. The Committee shall have unrestricted access to the Company s employees and outside counsel, and may require any employee of the Company or representative of the Company s outside counsel or independent auditor to attend meetings of the Committee or to meet with any members of the Committee or representative of the Committee s counsel, advisors or experts. This Charter is in all respects subject to the provisions of the Stockholders Agreement and the Bylaws, as in effect from time to time. This Charter may be amended from time to time with the approval of the Board. Chapter 6 No Conflicts Notwithstanding anything to the contrary in this Charter, in the event that any terms of this Charter conflict with the terms of the Stockholders Agreement, the Stockholders Agreement shall control. 5

6 * * * While the Committee members have the duties and responsibilities set forth in this Charter, nothing contained in this Charter is intended to create, or should be construed as creating, any responsibility or liability of the Committee members, except to the extent otherwise provided under applicable federal or state law. Further, nothing in this Charter is intended to preclude or impair the protection provided in Section 141(e) of the Delaware General Corporation Law for good faith reliance by Committee members on reports or other information provided by others. 6