I.   Role of the Compensation Committee

The role of the Compensation Committee (the “Committee”) of the Board of Directors of Republic Glass Holdings Corporation (the “Corporation”) is to oversee the establishment, administration of the Company’s compensation program, review the compensation of the executive officers and prepare any report on executive compensation required by the rules and regulation of the Securities and Exchange Commission.


II.   Structure and Operations

  1. Composition and Qualifications. The Committee’s composition and qualifications shall meet the requirements of the rules of Securities and Exchange Commission, as well as the applicable regulations of the Company’s Manual on Corporate Governance. Accordingly, the Committee shall be comprised of not less than three members of the Board of Directors, one of whom is determined by the Board of Directors to be “independent” under the rules of Securities and Exchange Commission (the “SEC”). The Board based on the nominations recommended by the Company’s Nomination Committee shall appoint members.
  2. Appointment and Removal. The members of the Committee shall be appointed by the Board of Directors, taking into consideration the recommendation of the Nomination Committee, and shall serve at the pleasure of the Board and for such terms as the Board may determine.  The members of the Committee may be removed, with or without cause, by action of the Full Board of Directors.
  3. Chairman. The Committee shall designate one member of the Committee as its chairperson.  The Committee Chairman will chair in all regular sessions of the Committee and set the agendas for the Committee meetings.
  4. Subcommittees. The Compensation Committee may delegate any of its responsibilities and duties to one or more members of the Compensation Committee, as they shall deem necessary or appropriate.
  5. Availability of Outside Advisors.  The Committee may directly engage outside advisors (legal, accounting, and any others as deemed necessary or appropriation in carrying its duties and responsibilities) of its choosing at the Company’s expenses.  The Company shall provide funding determined appropriate by the Committee for any such advisors and firms.
  6. Access to Information and Employees.  The Committee is empowered to investigate any matter relating to its purpose, duties or responsibilities that it deems appropriate and shall have full and direct access to all books, records, facilities and personnel of the Company.
  7. Delegation. The Committee shall have the authority to authorize and delegate matters within its power and responsibility directly to the Company employees, management committees composed of the Company employees or other, subject to the limitation imposed by any plan, documents or applicable laws or regulation.
  8. Attendance at Committee Meetings.  The Committee shall meet at such times, as the Committee shall consider appropriate to fulfill its duties and responsibilities.  Members are expected to attend meetings in person but in special circumstances by means of telephone conference call or other electronic means.  Written or electronic minutes of each meeting shall be prepared and filed with the records of the Company and shall be available to any and all Directors of the Company.
  9. Meeting Attendees.  The Committee may invite any Director, member of the management or any other person to its meetings, as it may deem desirable or appropriate.

III.   Duties and Responsibilities

The duties and responsibilities of the Compensation Committee shall be the common recurring activities of the Committee in carrying out its purposes.  The Committee may assume additional functions or adopt additional policies and procedures as may be appropriate to carry out its purposes.

  1. Oversee and evaluate the Company’s Human Resources planning process and succession plans or the CEO and other senior executive positions.  Recommend to the Board of Directors candidates for these positions.
  2. Establish and review annually an emergency succession plan for the CEO and other senior executive positions.
  3. Review periodically with the CEO the quality of the management group and the planning and implementation of programs for talent development, emphasizing alignment with the Company’s strategic and operating plans.
  4. Establish and review the Company’s general compensation philosophy, and oversee the development and implementation of compensation programs.
  5. Review and approve corporate goals and objectives relevant to the compensation of the Chief Executive Officer / President (the “CEO”).  Evaluate the performance of the CEO in light of these criteria, and based on such evaluation, approve annual salary, bonus and other incentive awards, remuneration or executive benefits to the CEO.  In determining the long-term incentive component of CEO compensation, the Committee shall consider, among other factors, the Company’s performance and relative shareholder return, the value of similar incentives awards to chief executive offices at comparable companies, the awards given to the CEO in the past years.
  6. Review and approve corporate goals relevant to the senior officer’s compensation including annual performance objectives.  Review and approve senior officers’ salary, bonus and awards in light of performance against these goals.
  7. Review compensation and employee benefit programs applicable to the senior management of the Company whether they are properly coordinated and achieving the intended purpose.  Review policies for the administration of executive programs and oversee the activities of those responsible for plan administration.  Review and approve the establishment, amendment, modification, or termination of all supplemental compensation programs and incentive programs.
  8. In consultation with senior management, oversees regulatory compliance with respect to compensation matters, including overseeing the Company’s policies on structuring compensation programs to preserve tax deductibility.  Establish processes or procedures necessary in order to obtain favorable tax treatment that the Committee deems as required by law related to any Company employee benefit plan, compensation arrangement or other award applicable to senior officers of the Company.
  9. Review and approve any severance or similar termination payments proposed to be made to any current or former member of senior management of the Company.
  10. Review periodically and make recommendations to the board concerning the level/status of the Board compensation in relation to best practices of other similarly situated public companies.
  11. Evaluate annually the performance of the Committee and report the results of evaluation to the Board of Directors.  Prepare and approve all reports of committee in accordance with the applicable rules and regulation of the SEC.
  12. Review these Guidelines annually and reassess the adequacy of these Guidelines and recommend to the Board of Directors any amendments to these Guidelines.  Amendments to these Guidelines are subject to the full Board approval.
  13. Discharge any responsibilities delegated by the Board of Directors relating to the Company’s compensation programs.