Role of the Compensation Committee
The Compensation Committee (the “Compensation Committee”)
shall be appointed by the Board of Directors (the “Board”)
of Ascent Solar Technologies, Inc. (the “Company”). The
Compensation Committee’s primary function is to
assist the Board in the discharge of its fiduciary responsibilities
relating to the fair and competitive compensation of
executives, employees, and independent non-employee directors,
and in connection with the Company’s retirement,
welfare and other benefit plans.
Composition and Delegation
The Compensation Committee shall be comprised of at least
three members. Each member of the Compensation
Committee shall be (a) “independent” within
the meaning of NASDAQ Marketplace Rule 4200(a)(15), (b)
a “non-employee director” within the meaning
of Rule 16b-3 under the Securities Exchange Act of 1934,
and (c) an “outside director” within the
meaning of Section 162(m) of the Internal Revenue Code. Members
of the Compensation Committee shall be appointed annually
by the Board at its annual meeting or as necessary to
fill vacancies in the interim. The Board shall
designate one of the Compensation Committee members as
Chairperson. The Board may remove a member from
the Compensation Committee at any time with or without
cause. The Compensation Committee shall have the
authority to retain outside third parties, as it deems
appropriate, to assist in fulfilling its responsibilities. The
Compensation Committee may delegate certain of its responsibilities,
as it deems appropriate, to other Compensation Committees
or to Company officers.
Duties and Responsibilities
In addition to any duties and responsibilities assigned
to the Compensation Committee from time to time by the
Board, the Compensation Committee shall:
Establish, administer and review
the Company’s total compensation and benefits
policies and programs for executives (director
level management, and above) and independent non-employee
directors, including determination of compensation
of the Company’s chief executive officer
and other executive officers.
Review and approve corporate
goals and objectives relevant to CEO compensation,
evaluate the CEO’s performance in light of those goals
and objectives, and, either as a committee or together
with the other independent directors (as directed
by the board), determine and approve the CEO’s
compensation level based on this evaluation.
Review compensation and benefits
policies and programs for all other employees.
Administer the Company’s
short- and long-term incentive plans and other
stock or stock-based plans.
Specify terms of delegation of
authority to approve stock option grants and other
stock or stock-based awards.
Provide oversight regarding the
Company’s retirement, welfare and other benefit
plans, policies and arrangements on an as-needed
basis.
Consult periodically with the
Company’s
chief executive officer and/or president and the
appropriate human resources officer, regarding
compensation and benefits matters deemed appropriate
by the Compensation Committee.
Formulate a long-range plan for
the retention and development of key executives
and senior management for Board review and endorsement.
Identify the performance measures
to be used in executive and management incentive
plans, and the levels of performance for which
incentive compensation is paid.
Perform such other duties as assigned
to the Chairperson of the Compensation Committee
by the Board.
Meet at least semi-annually, or
more frequently as circumstances or the obligations
of the Compensation Committee require.
Provide the report of the Compensation
Committee required in the Company’s annual
proxy statement reporting on the discharge of Compensation
Committee responsibilities.
Annually, review and assess the
adequacy of this charter and recommend any appropriate
changes to the Board.
At least annually, conduct a self-evaluation
of the performance of the Compensation Committee.
Meetings
In accordance with the applicable provisions of the
Company’s Bylaws, as amended from time to time,
the Compensation Committee shall meet at such times
and places as the members deem advisable, and shall
make such recommendations to the Board as the Compensation
Committee considers appropriate.
Minutes
Minutes of each meeting shall be prepared and sent
to Compensation Committee members; which minutes shall
be retained by the Corporate Secretary of the Company.
