Charter of the Compensation Committee
- ANCESTRY.COM INC.
CHARTER of the COMPENSATION COMMITTEE of the BOARD OF DIRECTORS
This Compensation Committee Charter (this "Charter") was adopted effective February 1, 2010 by the Board of Directors (the "Board") of Ancestry.com Inc. (the "Company").
- I. PURPOSE
The purpose of the Compensation Committee (the "Committee") is to:
- Design strategic programs to motivate the Company's executive officers toward the achievement of business objectives;
- Oversee and direct the implementation of strategic programs that promote the attraction, retention and appropriate reward of executive officers;
- Align the executive officers' focus with the long-term interest of the Company's stockholders; and
- 4. Approve and make recommendations to the Board to assist in fulfilling its responsibility to oversee the establishment and administration of the Company's compensation programs, including incentive compensation and equity based plans, and related matters for employees subject to the requirements of Section 16 of the Securities Exchange Act of 1934, as amended ("Section 16").
Additional Powers Delegable by the Board. In addition to the powers and responsibilities expressly delegated to this Committee in this Charter, the Committee may exercise any other powers and carry out any other responsibilities delegated to it by the Board, from time to time, consistent with the Company's bylaws.
The powers and responsibilities delegated by the Board to the Committee in this Charter or otherwise shall be exercised and carried out by the Committee as it deems appropriate, without requirement of Board approval, and any decision made by the Committee (including any decision to exercise or refrain from exercising any of the powers delegated to the Committee hereunder) shall be at the Committee's sole discretion.
While acting within the scope of the powers and responsibilities delegated to it, the Committee shall have and may exercise all the powers and authority of the Board. To the fullest extent permitted by law, the Committee shall have the power to determine which matters are within the scope of the powers and responsibilities delegated to it.
The Committee shall have the authority to delegate its authority to sub-committees or an executive officer, as the Committee deems appropriate consistent with applicable laws, rules and regulation; provided, that any sub-committees or executive officer to whom authority is delegated shall report any actions taken by them to the whole Committee at its next regularly scheduled meeting.
- II. MEMBERSHIP
Number. The Committee shall consist of no fewer than two members of the Board.
Appointment and Removal. Committee members shall be appointed by the Board. Members shall serve at the pleasure of the Board and for such term or terms as the Board may determine. Committee members may be removed from the Committee, with or without cause, by the Board.
Committee Chairperson. The Board shall designate one member of the Committee as its chairperson (the "Chairperson").
Qualifications. Following the Company's listing on the Nasdaq Global Select Market and in accordance with the transition provisions of the rules of the Nasdaq Stock Market applicable to newly public companies, each member of the Committee shall, by the date required by the rules of the Nasdaq Stock Market, be: (i) an "independent" director of the Company in accordance with Nasdaq Stock Market Rule 5605(a)(2), or any successor provision; (ii) a "non-employee director" (within the meaning of Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or any successor provision); (iii) an "outside director" (within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the "IRC"), or any successor provision, and the regulations thereunder) and (iv) independent according to any additional standards of independence that may be adopted by the Board, from time to time.
Any action duly taken by the Committee shall be valid and effective, whether or not the members of the Committee at the time of such action are later determined not to have satisfied the requirements for membership provided herein. Any valid action taken by the Board of Directors of the Company from time to time consistent with the Company's certificate of incorporation and bylaws and any applicable laws and regulations shall have the same effect as if such action had been taken by this Committee.
- III. MEETINGS AND PROCEDURES
Frequency of Meetings. The Committee shall meet as often as deemed necessary or appropriate, either in person or telephonically, and at such times and places as the Committee shall determine with further meetings to occur, or actions to be taken by unanimous written consent, when deemed necessary or desirable by the Committee or its Chairperson.
Duties of the Chairperson. The Chairperson (or in his or her absence, a member designated by the Chairperson) shall preside at each meeting of the Committee and set the agendas for Committee meetings.
Quorum. The majority of the members of the Committee shall constitute a quorum for the transaction of business.
Minutes. The Committee shall keep a book of the minutes of their proceedings and actions.
Discretion to Establish Procedures. The Committee shall have the authority to establish its own rules and procedures for notice and conduct of its meetings so long as they are not inconsistent with any provisions of the Company's bylaws that are applicable to the Committee.
Regular Reporting to Board. The Committee shall report regularly to the full Board with respect to its activities.
Attendance by Directors, Management of the Company and Others. The Committee may, at its discretion, include in its meetings other Directors, members of management of the Company, representatives of the independent auditor, any internal auditor, any other financial personnel employed or retained by the Company or any other persons whose presence the Committee believes to be necessary or appropriate.
Discretion to Exclude Persons. The Committee may exclude from its meetings any persons it deems appropriate, including, but not limited to, any non-management director that is not a member of the Committee.
- IV. POWERS AND RESPONSIBILITIES
The following duties, responsibilities and authority have been delegated by the Board to the Committee:
- The Committee shall oversee the Company's overall compensation structure, policies and programs, and assess whether the Company's compensation structure establishes appropriate incentives for the management of the Company and employees and further assess whether such compensation structure, policies and programs create risks that are reasonably likely to have a material adverse effect on the Company.
- The Committee shall recommend to the Board annually corporate goals and objectives relevant to compensation of the Chief Executive Officer, and the Committee shall adopt annually corporate goals and objectives relevant to compensation of other executive officers (for these purposes, "executive officers" shall mean the Company's executive officers within the meaning of Section 16).
- The Committee shall review and recommend to the Board at least annually the base salary, incentive and equity-based compensation awards and other compensation for the Chief Executive Officer based upon the Board's annual performance assessment of the Chief Executive Officer, an evaluation of the Chief Executive Officer's achievement of specific performance objectives, effectiveness and other relevant considerations in light of the corporate goals and objectives described above, and in consideration of tax and other laws with which it may be desirable or necessary to comply.
- The Committee shall review and approve base salaries, incentive and equity-based compensation awards and other compensation for all other executive officers, based upon the recommendation of the Chief Executive Officer and an evaluation of each executive officer's performance, effectiveness and other relevant considerations in light of the corporate goals and objectives described above, and in consideration of tax and other laws with which it may be desirable or necessary to comply.
- The Committee shall review and recommend to the Board any employment-related agreements, any proposed severance arrangements or change in control and similar agreements/provisions, and any amendments, supplements or waivers to the foregoing agreements, with the Chief Executive Officer, if applicable.
- The Committee shall review and approve any employment-related agreements, any proposed severance arrangements or change in control and similar agreements/provisions, and any amendments, supplements or waivers to the foregoing agreements, with the executive officers of the Company, other than the Chief Executive Officer, if applicable.
- The Committee shall periodically review and make recommendations to the Board with respect to the compensation of directors for services on the Board and its committees.
- The Committee shall administer and implement the Company's incentive compensation plans and equity-based plans.
- The Committee shall assess periodically the desirability of proposing and make recommendations to the Board with respect to (i) any new incentive-compensation plans and equity-based plans and (ii) any amendments to, including increase in shares reserved for issuance under, existing plans.
- The Committee shall administer and make recommendations to the Board regarding the adoption, amendment or rescission of the Company's retirement, excess benefit and deferred compensation plans, if any.
- The Committee shall review and discuss with the management of the Company the Company's Compensation Discussion and Analysis ("CD&A") and related disclosures that U.S. Securities and Exchange Commission ("SEC") rules require be included in the Company's annual report and annual proxy statement, recommend to the Board based on the review and discussions whether the CD&A should be included in the annual report and annual proxy statement, and prepare the compensation committee report required by SEC rules for inclusion in the Company's annual report and annual proxy statement.
- The Committee shall annually review the performance of the investment funds offered through the Company's 401(k) retirement plan, performance of trustees and investment advisors, and the performance of the plan committees in the discharge of their duties.
- The Committee shall review succession plans relating to positions held by executive officers, and make recommendations to the Board regarding the selection of individuals to fill these positions.
- The Committee shall at least annually evaluate its performance with respect to the requirements if this Charter and the adequacy of this Charter and recommend any proposed changes to the Board for its consideration.
- The Committee shall establish and periodically review policies concerning perquisite benefits.
- The Committee will have the authority to retain at the expense of the Company such outside counsel, experts, and other advisors as it determines appropriate to assist it in the full performance of its functions, including sole authority to retain and terminate any compensation consultant used to assist the Committee in the evaluation of a director, Chief Executive Officer or senior executive compensation, and to approve the fees and other retention terms of such outside counsel, experts and other advisors.
- The Committee shall approve the material terms of all arrangements between the Company and compensation consultants unless the Committee has retained its own separate consultant or the services relate only to consulting on broad based plans.
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