Provectus Pharmaceuticals, Inc.
Compensation Committee Charter
I.
Organization
There shall be a Compensation Committee of the Board of Directors of Provectus
Pharmaceuticals, Inc. (the “Company”). The Committee shall consist of at least
three directors designated by the Board of Directors. Members of the Committee
shall be selected by the Board immediately following the Company's Annual
Meeting of Stockholders. The Board may remove members of the Compensation
Committee from such committee, with or without cause. Members of the Committee
shall serve for terms of one year, or until their successors are duly elected
and qualified. The Board shall elect the Chairman of the Committee. Currently,
the Committee consists of all directors.
II.
Purpose
The purpose of the Committee is to discharge the responsibilities of the Board
relating to compensation of the Company's executive officers, evaluate the
performance of the executive officers, oversee succession planning for the
executive officers, and oversee the management of the Company's incentive
compensation, equity compensation and benefit plans.
III.
Duties and Responsibilities
The duties and responsibilities of the Committee shall include the following,
in addition to such other duties and responsibilities as may be delegated to
the Committee from time to time by the Board.
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Determine the Company's philosophy relating to the compensation
of executive officers and annually review that philosophy.
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Annually evaluate the executive officers' performance against
annual financial and non-financial goals and objectives established by the
Board of Directors, and determine the executive officers' salary, bonus, equity
compensation and other compensation and benefits based on this evaluation.
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Review and make recommendations to the Board with respect to the
adoption, amendment and termination of the Company's incentive compensation,
equity compensation, retirement and other benefit plans, oversee their
administration and discharge any duties imposed on the Committee by any of
those plans.
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Exercise all rights, authority and function of the Board under
the Company's equity incentive plans, including without limitation the
authority to interpret the terms thereof and grant awards thereunder, except as
otherwise provided by the Board or the terms of such plans.
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Assess the competitiveness and appropriateness of, approve, and
authorize the salaries, incentive compensation, equity compensation, terms of
employment, retirement or severance benefits, and perquisites of the executive
officers of the Company.
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Review and authorize the eligibility criteria and award
guidelines for compensation programs in which non-executive officer management
employees participate, including incentive compensation and equity awards. The
Committee may delegate to the Chief Executive Officer the authority to allocate
such awards among employees other than executive officers, subject to such
parameters as the Committee or the Board shall determine and to the limitations
set forth in the applicable plans pursuant to which such awards are to be
granted.
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Prepare the Committee's annual report on executive compensation
for inclusion in the Company's proxy statement, in accordance with applicable
rules and regulations.
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Annually review succession plans for executive officers.
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Annually review compliance by executive officers with the
Company's stock ownership and retention guidelines.
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Review and discuss annually with management the Company's
“Compensation Discussion and Analysis” required by Item 402(b) of Regulation
S-K (the “CD&A”). The Compensation Committee
shall consider annually whether it will recommend to the Board that the
CD&A be included in the Company's Annual Report on Form 10-K and proxy
statement.
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Prepare the annual Compensation Committee Report required by
Item 407(e)(5) of Regulation S-K.
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Review and make recommendations to the Board regarding
compensation of Directors.
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Form and delegate authority to sub-committees or individual members
of the Committee.
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Annually conduct a review of this Charter and recommend any
proposed changes to the Board.
IV.
Meetings
The Committee shall meet as necessary to evaluate the executive officers'
performance during the preceding year and to approve executive officer
compensation, and shall meet at such other times as shall be determined by the
Chairman of the Committee. The Committee shall report the results of its
meetings regularly to the Board. The Committee is governed by the same rules
regarding meetings as are applicable to the Board.
