Care Investment Trust Inc. ( Care ) Charter of the Compensation Committee of the Board of Directors

Transcription

1 Adopted by the Board of Directors: June 19, 2007 Care Investment Trust Inc. ( Care ) I. DEFINITIONS Charter of the Compensation Committee of the Board of Directors A. Annual Report means Care s annual report on Form 10-K, pursuant to Sections 13 or 15(d) of the Securities Exchange Act of 1934, as amended. B. Board means the Board of Directors of Care. C. Care means Care Investment Trust Inc., a Maryland corporation. D. CEO means the Chief Executive Officer of Care. E. Chairman means the Chairman of the Committee. F. Committee means the Compensation Committee of the Board. G. Compensation Committee Report means the Compensation Committee Report required by Item 407 of Regulation S-K. H. Compensation Discussion and Analysis or CD&A means the Compensation Discussion and Analysis required by Item 402. I. Employment Agreements means all employment, retention, and similar agreements and any amendments thereto. J. Equity Awards means grants of equity securities, stock options, restricted stock, stock appreciation rights, stock units or any other award consisting of or relating to the stock or any security (or phantom stock or any other derivative security) of Care under or pursuant to any present or future Equity-Compensation Plan of Care. K. Equity-Compensation Plan means a plan or other arrangement that provides for the delivery of equity securities (either newly issued or treasury shares) of Care to the Manager or any employee, director, consultant or other service provider as compensation for services, and includes, for the avoidance of doubt, the Manager Equity Plan and the Individual Equity Plan. L. Executive Officers means the officers of Care designated as executive officers by the Board from time to time for purposes of Section 16 of the Securities Act of 1934, as amended, and regulations adopted pursuant thereto.

2 M. Individual Equity Plan means the Care Investment Trust Inc. Equity Plan adopted by Care s Board of Directors and stockholder as of June 19, N. Item 402 means Item 402 to Regulation S-K. O. Manager means CIT Healthcare LLC, the external manager of Care s day-today operations pursuant to the Management Agreement, or any successor to CIT Healthcare LLC. P. Management Agreement means that certain management agreement expected to be entered into between Care and the Manager. Q. Manager Equity Plan means the Care Investment Trust Inc. Manager Equity Plan adopted by Care s Board of Directors and stockholder as of June 19, R. Material Revisions, as it relates to Equity-Compensation Plans, shall have the same meaning as assigned to that term in Section 303A(8) of the NYSE Listed Company Manual. S. NYSE means the New York Stock Exchange. T. Proxy Statement means Care s proxy statement filed prior to its meeting of stockholders, pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended. II. GENERAL A. Compensation Committee Purposes. The Committee shall assist the Board in fulfilling its duties. As stated more fully in Section IV below, the purposes of the Committee shall be to (i) review and evaluate the performance of the Manager under the Management Agreement, (ii) review the compensation and fees paid to the Manager under the Management Agreement, (iii) review, evaluate and recommend to the Board the performance of, and the compensation paid by the Company, if any, to the CEO, (iv) review, evaluate and recommend to the Board any Equity-Compensation Plan, (v) administer the Equity-Compensation Plans, (vi) review and approve the disclosure regarding Care s compensation and benefit matters in Care s Proxy Statement and Annual Report; and (vii) review and discuss with Care s management the Compensation Discussion and Analysis required by Item 402. B. Committee s Access to External Consultants and Advisers. The Committee has the sole authority to retain (and approve the related terms of engagement and fees), at Care s expense, independent legal, accounting, and other consultants, advisors, and experts that it determines to be necessary or appropriate to assist the Committee in the performance of its responsibilities. Such retention may be made without seeking approval of the Board or management. 2

3 C. Annual Review of Charter. The Committee shall review and assess the adequacy of this Charter at least annually and submit any proposed revisions to the Board for its consideration and approval. III. COMPENSATION COMMITTEE COMPOSITION AND MEETINGS A. Composition and Qualification of Members. The Committee shall be comprised of three or more directors as designated by the Board, each of whom shall meet all applicable legal and NYSE listing qualifications as may exist from time to time and shall be an Independent Director as defined in Exhibit A. B. Appointment and Removal. The members of the Committee shall be appointed by the Board and shall serve until the applicable member s successor is duly elected and qualified or until such member s earlier resignation or removal by the Board. C. Chairman of the Committee. The Board shall appoint one of the members of the Committee to serve as its Chairman. The Chairman shall chair all regular sessions of the Committee and set or review the agenda for Committee meetings. D. Meetings. The Committee shall meet at least three times a year, or more frequently as circumstances dictate, and as called by the Chairman or the Secretary. All non-management directors that are not members of the Committee may attend meetings of the Committee but may not vote. The Committee may invite to (or exclude from) its meetings any director (who is not a member of the Committee), officer or employee of Care, or such other persons as it deems appropriate to carry out its responsibilities. E. Minutes. The Committee shall maintain minutes of its meetings and records relating to those meetings. F. Reports to the Board of Directors. The Chairman shall regularly, but not less than once per year, report to the Board on the Committee s activities. G. Self-Evaluation. The members of the Committee shall conduct an annual performance self-evaluation of the Committee, including reviewing compliance by the Committee with this Charter. IV. COMPENSATION COMMITTEE RESPONSIBILITIES The following functions shall be the common recurring activities of the Committee in carrying out its responsibilities. These functions should serve as a guide with the understanding that the Committee may carry out additional functions and adopt additional policies and procedures as may be appropriate in light of changing business, regulatory, legal or other conditions. The Committee shall also carry out any other responsibilities and duties delegated to it by the Board from time to time related to the purposes of the Committee outlined in Section II(A) of this Charter. While the members of the Committee have the duties and responsibilities set forth below, in addition to other duties and responsibilities delegated to it by the Board, 3

4 nothing contained in this Charter is intended to create, or should be construed as creating, any responsibility or liability of members of the Committee, except to the extent otherwise provided under applicable laws of the United States and Maryland. A. Compensation of Manager under Management Agreement. With respect to the oversight of the compensation of the Manager, the Committee shall have the following duties and responsibilities: (i) to review at least annually Care s goals and objectives with respect to the Management Agreement with the Manager, and to amend, or recommend that the Board amend, these goals and objectives if the Committee deems it appropriate, (ii) to review the Management Agreement at least annually in light of Care s goals and objectives, and, if the Committee deems it appropriate, recommend to the Board the adoption of, a new management agreement, the amendment of the existing Management Agreement, or the adoption of a new management structure (including, without limitation, hiring employees), taking into account Care s obligations and liabilities under the Management Agreement, (iii) to review at least annually the compensation paid to the Manager under the Management Agreement to determine whether the compensation paid is in accordance with the terms of the Management Agreement and to report the Committee s determination to the Board, and (iv) to evaluate annually the performance of the Manager in light of Care s goals and objectives and to make recommendations to the Board as to appropriate compensation under the Management Agreement with respect to any renewal term (or with respect to any new management agreement). B. Awards Under Individual Equity Plan. On delegated authority from the Board, the Committee shall administer the Individual Equity Plan. Among other duties and responsibilities under the Individual Equity Plan, the Committee shall determine the number of Equity Awards that shall be made, the persons to whom Equity Awards shall be made, the types of Equity Awards and the terms and conditions of such Equity Awards. C. Awards Under Manager Equity Plan. On delegated authority from the Board, the Committee shall administer the Manager Equity Plan. Among other duties and responsibilities under the Manager Equity Plan, the Committee shall determine the number of Equity Awards that shall be made, the persons to whom Equity Awards shall be made, the types of Equity Awards and the terms of conditions of such Equity Awards. D. Other Equity-Compensation Plans or Material Revisions to Existing Equity- Compensation Plans. The Committee shall review and recommend to the Board the adoption of any other Equity-Compensation Plan, and shall review and recommend to the Board any Material Revision to an existing Equity- Compensation Plan or any new Equity-Compensation Plan. E. Evaluation of CEO. The Committee shall (i) review, and recommend to the independent members of the Board for its approval, corporate goals and objectives relevant to the CEO s compensation, (ii) evaluate the CEO s 4

5 performance in light of such goals and objectives, and (iii) present its evaluation of the CEO s performance to the independent members of the Board. F. Compensation of CEO. If the Company chooses to separately compensate the CEO, the Committee shall recommend to the independent directors for their approval such compensation and, in doing so, shall consider (at a minimum) Care s performance and relative shareholder return and the value of similar compensation granted to CEOs at comparable companies. G. Approval of Aggregate Equity Awards. The Committee may approve an aggregate amount of Equity Awards that may be granted by the CEO to employees of Care, its subsidiaries, or employees of the Manager, and authorize the CEO (and his designees), to issue Equity Awards (subject to such aggregate limit) to employees. These discretionary grants may not be made to Executive Officers. H. Grant of Equity Awards on an Ad Hoc Basis. The Committee authorizes the CEO to make Equity Awards to newly hired employees (including employees of the Manager), employees who have been promoted or to employees in connection with their retention or special performance; provided, that (1) such employees are neither Executive Officers nor directors, (2) such Equity Awards are granted and priced as of the close of trading on the NYSE on the date of the next release of Care s quarterly earnings following the date of hire, promotion or other applicable event, and (3) the amount and terms of such Equity Awards are reasonably consistent with Equity Awards made to employees in similar positions. I. Compensation Committee Consultants 1. Retention of Compensation Consultants. The Committee has the sole authority and responsibility to retain, compensate, evaluate and, where appropriate, terminate and replace a consultant or consulting firm to advise and counsel the Committee regarding compensation and benefits matters, policies practices and trends (the Compensation Committee Consultants ) and approve the engagement fees and terms of engagement for such Compensation Committee Consultants on an annual basis. 2. Compensation Committee Consultant Engagements. The Committee has sole authority (with the input of management) to approve in advance all engagements of the Compensation Committee Consultants to provide services for the Committee or for the Company and its subsidiaries. J. Required Proxy Statement and Form 10-K Disclosures. The Committee shall review and approve the disclosure regarding compensation and benefit matters in Care s Proxy Statement and Annual Report. In addition, the Committee shall review and discuss with Care s management the Compensation Discussion and Analysis required by Item 402, prior to the inclusion of the CD&A in Care s Proxy Statement or Annual Report, as applicable. Based on such review and 5

6 discussion, the Committee shall determine whether to recommend to the Board that the CD&A be included in Care s Proxy Statement or Annual Report. If the Committee determines to so recommend to the Board the inclusion of the CD&A, the Committee shall provide the Compensation Committee Report for inclusion in Care s Proxy Statement or Annual Report, in the form required by Item

7 EXHIBIT A DEFINITION OF INDEPENDENT DIRECTOR For purposes of this Exhibit, immediate family member shall include a person s spouse, parents, children, siblings, mothers and fathers-in-law, sons and daughters-in-law, brothers and sisters-in-law, and anyone (other than domestic employees) who shares such person s home. A director shall be an independent director if such director: 1. is affirmatively determined by the Board, after consideration of all relevant facts and circumstances, as having no material relationship with Care 1 (either directly or as a partner, shareholder or officer of an organization that has a relationship with Care); 2. is not currently, and has not at any time during the prior three years been, an employee of Care or any of its affiliates; 3. does not have an immediate family member who is, or has been in the prior three years, an executive officer of Care or any of its affiliates; 4. does not receive compensation, directly or indirectly, from Care for services rendered as a consultant or in any capacity other than a director, except for an amount that does not exceed the dollar amount (currently $120,000) for which disclosure would be required under Item 404(a) of Regulation S-K, and does not possess an interest in any other transaction for which disclosure would be required pursuant to Item 404(a) of Regulation S-K; 5. does not receive, and no immediate family member of such director receives, and has not at any time during the prior three years received, more than $100,000 during any twelvemonth period in direct compensation from Care or any of its affiliates, other than director and committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service); 6. is not affiliated with or employed by, and no member of such director s immediate family is affiliated with or employed by, and has not within the prior three years been affiliated with or employed in a professional capacity by, a present or former internal or external auditor of Care or any of its consolidated subsidiaries; 7. is not employed, and no immediate family member of such director is employed, and has not within the prior three years been employed as an executive officer of another company where any of Care s present executives serves on that company s compensation committee; 1 For purposes of determining independence, all references to Care shall mean Care Investment Trust Inc. and each of its consolidated subsidiaries, if any.

8 8. is not an executive officer or an employee, and no immediate family member of such director is an executive officer, of another company (A) that has made payments to Care in an amount which, in any of the last three fiscal years, accounts for at least 2% or $1 million, whichever is greater, of Care s consolidated gross revenues, or (B) that has received payments from Care in an amount which, in any of the last three fiscal years, accounts for at least 2% or $1 million, whichever is greater, of such other company s consolidated gross revenues; 9. is not a former employee of Care who receives compensation for prior services (other than benefits under a tax-qualified retirement plan) during the taxable year; 10. has never been an officer of Care; and 11. does not receive remuneration from Care, either directly or indirectly, in any capacity other than as a director, as such is more fully described in 26 CFR