LoopNet, Inc. Compensation Committee Charter
Purpose
The purpose of the Compensation Committee of LoopNet, Inc. (the "Company") is to assist the Board of Directors (the "Board") in the discharge of its responsibilities with respect to compensation for the Company's executive officers and non-employee directors, administer the Company's equity-based compensation plans, and take or cause to be taken such other actions and address such other matters as the Board may from time to time authorize or permit the Committee to undertake or assume responsibility for.
Committee Membership
The Compensation Committee will be comprised of at least two members of the Board. Each member of the Compensation Committee will be (1) "independent" as defined under The NASDAQ Stock Market Marketplace Rules, (2) a "non-employee director" under Rule 16b-3(b)(3)(i) promulgated under the Securities Exchange Act of 1934, and (3) an "outside director" under the rules promulgated under Section 162(m) of the Internal Revenue Code of 1986.
The members of the Compensation Committee shall be appointed and may be replaced by the Board.
Meetings
It is anticipated that the Compensation Committee will meet at least two times each year. The Compensation Committee may establish its own meeting schedule. The Chair of the Compensation Committee and/or the Board may call such meetings. The Compensation Committee shall maintain written minutes of its meetings, which minutes will be filed with the minutes of the meetings of the Board.
Committee Authority and Responsibilities
The authority delegated to the Compensation Committee is set forth below. This description of authority is intended as a guide and the Committee may act and establish policies and procedures that are consistent with these guidelines or are necessary or advisable, in its discretion, to carry out the intent of the Board in delegating such authority and to fulfill the responsibilities of the Committee hereunder.
- The Compensation Committee shall review, discuss with the full Board, and establish the amount and form of compensation paid to the Company's Chief Executive Officer ("CEO") and to the Company's other executive officers (collectively, and including the CEO, the "Executive Officers"), and to take such action, and to direct the Company to take such action, as is necessary and advisable to compensate the Executive Officers in a manner consistent with its determinations. The Committee will review at least annually the CEO's performance, including in light of goals and objectives established for such performance, and in light of such review determine his or her compensation. The CEO shall present to the Compensation Committee, at least annually, a review of the performance of the other Executive Officers. The Chief Executive Officer will not be present during any Compensation Committee deliberations or voting respecting his or her compensation.
- The Committee shall receive periodic reports on the Company's general compensation policies and practices as they affect all non-officer employees and to administer plans and arrangements established pursuant to such policies and practices.
- The Compensation Committee has authority to administer the Company's equity compensation plans, including without limitation to recommend the adoption of such plans, to recommend the reservation of shares of Common Stock for issuance thereunder, to amend and interpret such plans and the awards and agreements issued pursuant thereto, and to make awards to eligible persons under the plans and determine the terms of such awards. It is expressly acknowledged that the Compensation Committee is not responsible for the oversight of the Company's 401(k) plan which is administered by a separate entity or persons.
- The Compensation Committee has authority to select, engage, compensate and terminate compensation consultants, legal counsel and such other advisors as it deems necessary and advisable to assist the Committee in carrying out its responsibilities and functions as set forth herein. Compensation paid to such parties and related expenses will be borne by the Company and the Company will make appropriate funding available to the Committee for such purposes.
- The Compensation Committee may delegate its authority granted under this charter to a subcommittee of the Committee (consisting either of a subset of members of the Committee or, after giving due consideration to whether the eligibility criteria described above with respect to Committee members and whether such other Board members satisfy such criteria, any members of the Board). In addition, to the extent permitted by applicable law, the Committee may delegate to one or more officers of the Company (or other appropriate supervisory personnel) the authority to grant stock options and other stock awards to employees (who are not executive officers or members of the Board) of the Company or of any subsidiary of the Company. The Committee has previously delegated and formed a Stock Option Committee which permits the CEO and/or the Chief Financial Officer; the authority to grant stock options and other stock awards to newly hired employees and for promotions of existing employees (who are not executive officers or members of the Board) of the Company or of any subsidiary of the Company. provided however that (a) no such award or grant to any individual employee exceeds 100,000 shares of Common Stock per year (or any other limit subsequently established by the Committee or the Board); (b) the aggregate number of shares of Common Stock that such officer(s) may award during any year will not exceed 100,000 shares (or any other limit subsequently established by the Committee or the Board); (c) the per-share exercise or purchase price of such awards equals the fair market value of the Common Stock on the date of grant; and (d) the vesting and other terms that apply to such awards are the same terms as apply under the Company's standard form of agreement under the applicable equity compensation plan.
- The Compensation Committee will (A) review with management the Company's disclosure regarding its Compensation Discussion and Analysis to be included in the Company's annual report or the Company's proxy statement for its annual stockholders' meeting, (B) make a recommendation to the Board as to whether the Compensation Discussion and Analysis should be included in the Company's annual report or the Company's proxy statement for its annual stockholders' meeting, and (C) prepare a report regarding its review and recommendation for inclusion in the Company's annual report or the Company's proxy statement for its annual stockholders' meeting, each in accordance with the rules and regulations of the Securities and Exchange Commission.
- The Compensation Committee will make regular reports to the Board with respect to significant actions and determinations made by the Committee.
- The Compensation Committee will from time to time review this charter and make recommendations to the Board with regard to appropriate changes to the charter.
- The Compensation Committee will from time to time review its own performance and report on its conclusions in this regard to the Board.
- The Compensation Committee has the authority to perform such other activities and functions as are required by law, applicable Nasdaq rules or provisions in the Company's charter documents, or as are otherwise necessary and advisable, in its or the Board's discretion, to the efficient discharge of its duties hereunder.
Amended and Restated March 18, 2008