COMPENSATION COMMITTEE CHARTER
The Compensation Committee (the "Committee") is appointed by the Board of Directors (the "Board") to discharge the Board's responsibilities relating to compensation of Bankrate, Inc.'s (the "Company") Chief Executive Officer (the "CEO") and the Company's other executive officers (collectively, including the CEO, the "Executive Officers"). The Committee has overall responsibility for approving and evaluating all compensation plans, policies and programs of the Company as they affect the Executive Officers.
The Compensation Committee is also responsible for producing an annual report on executive compensation for inclusion in the Company's proxy statement.Compensation Committee Membership
The Committee shall consist of that number of members as set by the Board, and when required under the rules of the New York Stock Exchange (the "NYSE"), no fewer than three members. The members of the Committee shall meet the independence requirements of the NYSE to the extent applicable. At such time as Internal Revenue Code § 162(m) applies, at least two members of the Committee also shall qualify as "outside" directors within the meaning of such section.
The members of the Committee shall be appointed by the Board. One member of the Committee shall be appointed as Committee Chairman by the Board. Committee members may be replaced by the Board.
The Committee shall meet as often as necessary to carry out its responsibilities. The Committee Chairman shall preside at each meeting. In the event the Committee Chairman is not present at a meeting, the Committee members present at that meeting shall designate one of its members as the acting chair of such meeting.
Committee Responsibilities and Authority
- The Committee shall annually review and approve corporate goals and objectives relevant to CEO compensation, evaluate the CEO's performance in light of those goals and objectives and determine and approve the CEO's compensation level based on this evaluation. In determining the incentive components of CEO compensation, the Committee may consider a number of factors, including, but not limited to, the Company's performance and relative shareholder return, the value of similar incentive awards to CEOs at comparable companies and the awards given to the CEO in past years.
- The Committee shall, as and when appropriate, review and approve the annual base salaries and annual incentive opportunities of the Executive Officers.
- The Committee shall, as and when appropriate, review and approve the following as they affect the Executive Officers: (a) all other incentive awards and opportunities, including both cash-based and equity-based awards and opportunities; (b) any employment agreements and severance arrangements; (c) any change-in-control agreements and change-in-control provisions affecting any elements of compensation and benefits; and (d) any special or supplemental compensation and benefits for the Executive Officers and individuals who formerly served as Executive Officers, including supplemental retirement benefits and the perquisites provided to them during and after employment.
- The Committee shall review and discuss the Compensation Discussion and Analysis (the "CD&A") required to be included in the Company's proxy statement and annual report on Form 10-K by the rules and regulations of the Securities and Exchange Commission (the "SEC") with management, and, based on such review and discussion, determine whether or not to recommend to the Board that the CD&A be so included.
- The Committee shall produce the annual Compensation Committee Report for inclusion in the Company's proxy statement in compliance with the rules and regulations promulgated by the SEC.
- The Committee shall oversee the Company's compliance with SEC rules and regulations regarding shareholder approval of certain executive compensation matters, including advisory votes on executive compensation and the frequency of such votes, and the requirement under NYSE rules that, with limited exceptions, shareholders approve equity compensation plans.
- The Committee shall make reports to the Board as and when appropriate.
- The Committee shall annually review its own performance.
- The Committee shall have the sole authority to retain and terminate any advisers to assist it in the performance of its duties and shall have sole authority to approve the advisers' fees and the other terms and conditions of the advisers' retention.
- The Committee may form and delegate authority to subcommittees as it deems appropriate.
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