The Purpose of the Organizational Development and Compensation Committee (the "Committee”) is to (i) discharge the Board of Directors’ responsibilities relating to compensation of Green Mountain Coffee Roasters Inc.’s (the “Company”) executive officers and (ii) oversee the administration of the Company’s incentive compensation plans and equity-based plans.
Scope
The committee will:
- Review and approve the structure and philosophy of compensation of the Chief Executive Officer and other executive officers of the Company.
- Approve and adopt compensation related performance goals under the Company’s incentive plans for the Chief Executive Officer and other executive officers and determine the achievement levels of such goals.
- Approve the compensation, including awards of stock options, bonuses, and other awards and incentives, payable to the Chief Executive Officer and other executive officers of the Company.
- Review and approve the adoption of new executive incentive compensation plans and equity-based plans, and administer the Company’s existing incentive compensation plans and equity-based plans.
- Review and discuss with the Company’s management the compensation discussion and analysis required by the rules of the U.S. Securities and Exchange Commission and recommend to the Board of Directors that the compensation discussion and analysis be included in the Company’s annual proxy statement and Annual Report on Form 10-K.
- Prepare an annual compensation committee report for inclusion in the Company’s annual proxy statement.
- Review organizational development initiatives, human resources programs, and related plans.
- Review and discuss management succession at least annually.
- Review summary data on the Company’s employee population.
- Make regular reports to the full Board of Directors regarding the Committee’s activities.
- Review and assess the adequacy of this charter and submit any changes to the Board for approval.
- Review such other matters as the Board of Directors or the Committee shall deem appropriate.
Membership
The Committee shall consist of at least three members, each of whom shall be members of the Board of Directors. Committee members will be appointed and removed by the Board of Directors on the recommendation of the Governance and Nominating Committee. Each committee member shall meet the independence requirements of the NASDAQ Marketplace Rules. In addition, each member of the Committee shall qualify as an “outside director” within the meaning of Section 162(m) of the Internal Revenue Code and shall be a “non-employee director” within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934.
Meetings
The Committee shall meet with such frequency and at such intervals as it shall determine necessary to carry out its duties and responsibilities, but in any case, at least three times a year. Any member of the Committee may call a meeting of the Committee upon due notice to each other member at least forty-eight hours prior to the meeting (provided that participation in any meeting shall be deemed to constitute waiver of any deficiency in such notice). Any action of the Committee shall be taken by the affirmative vote of a majority of the members and may be taken without a meeting if all members of the Committee consent in writing. The Committee may delegate its authority to a subcommittee or to such other person that the Committee determines is appropriate and is permitted by law. The Committee may establish such other procedures to govern its operation as it determines are appropriate.
Advisors
The Committee shall have the authority to retain and terminate, at the expense of the Company, such consulting firms as it shall consider appropriate to carry out its duties and responsibilities including determining the fees and terms of engagement of such firms.