CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF UPLAND SOFTWARE, INC.

Transcription

1 CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF UPLAND SOFTWARE, INC. PURPOSE The purpse f the Cmpensatin Cmmittee f the Bard f Directrs (the Bard ) f Upland Sftware, Inc. (the Cmpany ) shall be t: Prvide versight f the Cmpany s cmpensatin plicies and plans and benefits prgrams, and verall cmpensatin philsphy. Discharge the Bard s respnsibilities relating t (1) versight f the cmpensatin f the Cmpany s Chief Executive Officer ( CEO ) and its executive fficers (including fficers reprting under Sectin 16 f the Securities Exchange Act f 1934, as amended (the Exchange Act )) and (2) the evaluatin and apprval f the Cmpany s CEO and executive fficer cmpensatin plans, plicies and prgrams. Administer the Cmpany s equity cmpensatin plans fr its executive fficers and emplyees and the granting f equity awards pursuant t such plans r utside f such plans. The Cmpensatin Cmmittee shall seek t ensure that the Cmpany structures its cmpensatin plans, plicies and prgrams as t attract and retain the best available persnnel fr psitins f substantial respnsibility with the Cmpany, t prvide incentives fr such persns t perfrm t the best f their abilities fr the Cmpany and t prmte the success f the Cmpany s business. The Cmpensatin Cmmittee is als respnsible fr prducing an annual reprt n executive cmpensatin fr inclusin in the Cmpany s annual reprt n Frm 10-K r prxy statement. The Cmpensatin Cmmittee has the authrity t undertake the specific duties and respnsibilities as are enumerated in r cnsistent with this charter, and will have the authrity t undertake such ther specific duties as the Bard frm time t time prescribes. COMPOSITION 1. Membership and Appintment. The Cmpensatin Cmmittee shall cnsist f at least tw members f the Bard. Members f the Cmpensatin Cmmittee shall be appinted by the Bard upn the recmmendatin f the Nminating and Crprate Gvernance Cmmittee and may be remved by the Bard in its discretin. 2. Qualificatins. Members f the Cmpensatin Cmmittee must meet the fllwing criteria; prvided, hwever, that the Cmpany may avail f itself f any phase-in rules r interpretatins applicable t newly-listed cmpanies in cnnectin with an initial public ffering: Upland Cmpensatin Cmmittee Charter -1-

2 The independence requirements f the listing standards f the securities exchange n which the Cmpany is listed. The nn-emplyee directr definitin f Rule 16b-3 prmulgated under Sectin 16 f the Exchange Act. The utside directr definitin f Sectin 162(m) f the Internal Revenue Cde f 1986 ( IRC ), as amended. Such ther qualificatins as may be established by the Bard frm time t time, r as required by applicable law r the rules and regulatins f the Securities and Exchange Cmmissin (the SEC ) r the securities exchange n which the Cmpany is listed. 3. Chairpersn. The Bard may designate a chairpersn f the Cmpensatin Cmmittee. In the absence f that designatin, the Cmpensatin Cmmittee may designate a chairpersn by majrity vte f the Cmpensatin Cmmittee members. RESPONSIBILITIES The fllwing are the principal recurring respnsibilities f the Cmpensatin Cmmittee. The Cmpensatin Cmmittee may perfrm such ther functins as are cnsistent with its purpse and applicable law, rules and regulatins and as the Bard r the Cmpensatin Cmmittee deem apprpriate. In carrying ut its respnsibilities, the Cmpensatin Cmmittee believes its plicies and prcedures shuld remain flexible, in rder t best react t changing cnditins and circumstances. 1. Set Cmpensatin fr Executive Officers. The Cmpensatin Cmmittee shall: Review and apprve annually the crprate gals and bjectives applicable t the cmpensatin f the CEO, evaluate at least annually the CEO s perfrmance in light theref, and cnsider factrs related t the perfrmance f the Cmpany in apprving the cmpensatin level f the CEO. The CEO may nt be present during deliberatins r vting n such matters. Review and apprve annually the CEO s (1) base salary, (2) incentive bnus, including the specific gals and amunt, (3) equity cmpensatin, (4) any emplyment agreement, severance arrangement r change f cntrl prtectins and (5) any ther benefits, cmpensatin r similar arrangements (including, withut limitatin, perquisites and any ther frm f cmpensatin such as a signing bnus r payment f relcatin csts). In determining the lngterm incentive cmpnent f CEO cmpensatin, the Cmpensatin Cmmittee may cnsider, amng ther things, the Cmpany s perfrmance and relative stckhlder return, the value f similar incentive awards t CEOs at cmparable cmpanies and the awards given t the Cmpany s CEO in past years. In evaluating and determining CEO cmpensatin, the Cmpensatin Cmmittee shall cnsider the results f the mst recent stckhlder advisry vte n executive cmpensatin required by Sectin 14A f the Exchange Act. The CEO may nt be present during deliberatins r vting n such matters. In cnsultatin with the CEO, review annually and apprve items (1) thrugh (5) in the previus bullet fr the ther individuals wh are deemed t be fficers f the Cmpany under Rule 16a-1(f) prmulgated under the Exchange Act (the executive fficers ). An executive fficer may nt be present during deliberatins r vting n such matters with respect t such executive fficer. In evaluating and determining executive fficer cmpensatin, the Upland Cmpensatin Cmmittee Charter -2-

3 Cmpensatin Cmmittee shall cnsider the results f the mst recent stckhlder advisry vte n executive cmpensatin required by Sectin 14A f the Exchange Act. Review and apprve any cmpensatry cntracts r similar transactins r arrangements with current r frmer executive fficers f the Cmpany, including cnsulting arrangements, emplyment cntracts, severance r terminatin arrangements, which shall include any benefits t be prvided in cnnectin with a change f cntrl. In this regard, the Cmpensatin Cmmittee shall have the pwer and authrity t adpt, amend and terminate such cntracts, transactins r arrangements. 2. Oversee Cmpensatin Plans and Prgrams. The Cmpensatin Cmmittee shall: Review, apprve and administer annual and lng-term incentive cmpensatin plans fr service prviders f the Cmpany, including executive fficers and ther senir executives, including: Establishing perfrmance bjectives and certifying perfrmance achievement; and Reviewing and apprving all equity incentive plans and grant awards f shares and stck ptins pursuant t such plans. In reviewing and apprving the Cmpany s annual and lng-term incentive cmpensatin plans, including equity incentive plans, the Cmpensatin Cmmittee shall cnsider the results f the mst recent stckhlder advisry vte n executive cmpensatin required by Sectin 14A f the Exchange Act. The Cmpensatin Cmmittee shall als have the ability t adpt, amend and terminate such plans. Administer the Cmpany s equity incentive plans. In its administratin f the plans, the Cmpensatin Cmmittee may (i) grant stck ptins, stck purchase rights r ther equitybased r equity-linked awards t individuals eligible fr such grants (including grants t individuals subject t Sectin 16 f the Exchange Act in cmpliance with Rule 16b-3 prmulgated thereunder) and in accrdance with prcedures and guidelines as may be established by the Bard and (ii) amend such stck ptins, stck purchase rights r equitybased r equity-linked awards. The Cmpensatin Cmmittee shall als make recmmendatins t the Bard with respect t the adptin, amendment and terminatin f the plans, including changes in the number f shares reserved fr issuance thereunder. Apprve all ptin grants and perfrmance awards t executive fficers f the Cmpany t ensure that such grants and awards cmply with Sectin 162(m) f the IRC. Review, apprve and administer all emplyee benefit plans fr the Cmpany, which includes the ability t adpt, amend and terminate such plans. Oversee the Cmpany s verall cmpensatin philsphy, cmpensatin plans and benefits prgrams, and make recmmendatins t the Bard with respect t imprvements r changes t such plans r prgrams r the terminatin r adptin f plans r prgrams when apprpriate. In cnnectin with executive cmpensatin prgrams: Review and apprve new executive cmpensatin prgrams; Upland Cmpensatin Cmmittee Charter -3-

4 Review n a peridic basis the peratins f the Cmpany s executive cmpensatin prgrams t determine whether they are prperly crdinated and achieving their intended purpse(s); Establish and peridically review plicies fr the administratin f executive cmpensatin prgrams; and Take steps t mdify any executive cmpensatin prgram that yields payments and benefits that are nt reasnably related t executive and crprate perfrmance. Peridically review executive cmpensatin prgrams and ttal cmpensatin levels, including: Cnducting cmparative analyses f ttal cmpensatin relative t market; Quantifying maximum payuts t executives under perfrmance-based incentive plans and ttal payments under a variety f terminatin cnditins, including upn a change f cntrl; and The impact f tax and accunting rules changes. Determine stck wnership guidelines fr the CEO and ther executive fficers and mnitr cmpliance with such guidelines. Review and recmmend t the Bard fr apprval the frequency with which the Cmpany will cnduct stckhlder advisry vtes n executive cmpensatin ( Say n Pay Vte ), taking int accunt the results f the mst recent stckhlder advisry vte n frequency f Say n Pay Vtes required by Sectin 14A f the Exchange Act, and review and apprve the prpsals regarding the Say n Pay Vte and the frequency f the Say n Pay Vte t be included in the Cmpany s prxy statement. T the extent nt handled by the Nminating and Crprate Gvernance Cmmittee, evaluate directr cmpensatin and make recmmendatins t the Bard regarding directr cmpensatin. T the extent nt handled by any ther cmmittee f the Bard, review and discuss annually with management the risks arising frm the Cmpany s cmpensatin philsphy and practices applicable t all emplyees t determine whether they encurage excessive risk-taking and t evaluate cmpensatin plicies and practices that culd mitigate such risks. 3. Cmpliance and Gvernance Issues. The Cmpensatin Cmmittee shall: Review and discuss with management the Cmpany s Cmpensatin Discussin and Analysis ( CD&A ) and related disclsures required by the rules and regulatins f the SEC, t the extent required f the Cmpany. The Cmpensatin Cmmittee will als review and recmmend the final CD&A t the Bard fr inclusin in the Cmpany s annual reprt n Frm 10-K r prxy statement, t the extent required f the Cmpany. Upland Cmpensatin Cmmittee Charter -4-

5 Prepare the Cmpensatin Cmmittee Reprt required by the rules and regulatins f the SEC t be included with the Cmpany s annual reprt n Frm 10-K r prxy statement. MEETINGS AND PROCEDURES 1. Meetings. The Cmpensatin Cmmittee will set its wn schedule f meetings and will meet at least fur times per year, with the ptin f hlding additinal meetings at such times as it deems necessary r apprpriate. The chairpersn f the Cmpensatin Cmmittee shall preside at each meeting. The chairpersn will apprve the agenda fr the Cmpensatin Cmmittee s meetings and any member may suggest items fr cnsideratin. If a chairpersn is nt designated r present, an acting chair may be designated by the Cmpensatin Cmmittee members present. The Cmpensatin Cmmittee may act by unanimus written cnsent (which may include electrnic cnsent) in lieu f a meeting in accrdance with the Cmpany s Bylaws, which shall cnstitute a valid actin f the Cmpensatin Cmmittee if it has been executed by each Cmpensatin Cmmittee member and shws the date f executin. Any written cnsent will be effective n the date f the last signature and will be filed with the minutes f the meetings f the Bard. The Cmpensatin Cmmittee shall cause t be kept written minutes f its prceedings, which minutes will be filed with the minutes f the meeting f the Bard. As part f its review and establishment f the perfrmance criteria and cmpensatin f designated key executives, the Cmpensatin Cmmittee shuld meet separately at least n an annual basis with the CEO, the Cmpany s principal human resurces executive, and any ther crprate fficers as it deems apprpriate. Hwever, the Cmpensatin Cmmittee shuld meet regularly withut such fficers present, and in all cases such fficers shall nt be present at meetings at which their perfrmance and cmpensatin are being deliberated and determined. The Cmpensatin Cmmittee may invite t its meetings any directr, fficer r emplyee f the Cmpany and such ther persns as it deems apprpriate in rder t carry ut its respnsibilities. The Cmpensatin Cmmittee may als exclude frm its meetings any persns it deems apprpriate in rder t carry ut its respnsibilities, including nnmanagement directrs wh are nt members f the Cmpensatin Cmmittee. 2. Reprting t the Bard f Directrs. The Cmpensatin Cmmittee shall reprt regularly t the Bard (i) fllwing meetings f the Cmpensatin Cmmittee, (ii) with respect t such ther matters as are relevant t the Cmpensatin Cmmittee s discharge f its respnsibilities and (iii) with respect t such recmmendatins as the Cmpensatin Cmmittee may deem apprpriate. 3. Authrity t Retain Advisrs. The Cmpensatin Cmmittee shall have the authrity, in its sle discretin, t select and retain any cmpensatin cnsultant t be used by the Cmpany t assist with the executin f its duties and respnsibilities as set frth in this charter. Any cmpensatin cnsultant selected and retained by the Cmpensatin Cmmittee must be independent f the Cmpany pursuant t the applicable rules and regulatins f the SEC r the exchange n which the Cmpany s securities are listed, if any. The Cmpensatin Cmmittee shall set the cmpensatin and versee the wrk f any cmpensatin cnsultants. The Cmpensatin Cmmittee shall have the authrity, in its sle discretin, t engage independent cunsel r ther advisrs as it deems necessary r apprpriate t carry ut its duties. The Cmpany will prvide apprpriate funding, as Upland Cmpensatin Cmmittee Charter -5-

6 determined by the Cmpensatin Cmmittee, t pay any such cmpensatin cnsultant r any ther utside advisrs hired by the Cmpensatin Cmmittee and any administrative expenses f the Cmpensatin Cmmittee that the Cmpensatin Cmmittee determines are necessary r apprpriate in carrying ut its activities. 4. Subcmmittees. The Cmpensatin Cmmittee may frm subcmmittees fr any purpse that the Cmpensatin Cmmittee deems apprpriate and may delegate t such subcmmittees such pwer and authrity as the Cmpensatin Cmmittee deems apprpriate. Specifically, at its discretin, the Cmpensatin Cmmittee shall have the authrity t designate a Cmmittee fr Equity Awards t Nn-Officers with the authrity t grant equity awards t nn-fficer emplyees f the Cmpany within guidelines established by the Cmpensatin Cmmittee frm time t time. Such cmmittee shall cnsist f a minimum f ne member f the Cmpany s Bard, wh may be the CEO. If designated, any subcmmittee will establish its wn schedule and maintain written minutes f its meetings, which minutes will be filed with the minutes f the meetings f the Bard. The Cmpensatin Cmmittee shall nt delegate t a subcmmittee any pwer r authrity required by law, regulatin r listing standard t be exercised by the Cmpensatin Cmmittee as a whle. 5. Cmmittee Charter Review. The Cmpensatin Cmmittee shall review and reassess the adequacy f this charter annually and shall submit any recmmended changes t the charter t the Bard fr apprval. 6. Perfrmance Review. The Cmpensatin Cmmittee shall review and assess the perfrmance f the Cmpensatin Cmmittee n an annual basis. 7. Cmpensatin. Members f the Cmpensatin Cmmittee shall receive such fees, if any, fr their service as Cmpensatin Cmmittee members as may be determined by the Bard in its sle discretin. Upland Cmpensatin Cmmittee Charter -6-