I. PURPOSE

The purpose of the Compensation Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) of Manhattan Bridge Capital, Inc. (the “Company”) shall be to assist the Board in setting the compensation of the Company’s executive officers. In addition, the Compensation Committee shall review and evaluate the compensation plans, policies and programs of the Company, and make recommendations to the Board and shareholders of the Company relating to compensation to be provided to directors.

 

The Compensation Committee has the authority to undertake the specific duties and responsibilities listed below and will have the authority to undertake such other specific duties as the Board from time to time prescribes, subject to applicable law.

II. STRUCTURE AND MEMBERSHIP

The Compensation Committee shall consist of no fewer than two members. The members of the Compensation Committee must (i) meet the independence requirements of Nasdaq Listing Rule 5605(a)(2), as amended from time to time, and (ii) not accept directly or indirectly any consulting, advisory or other compensatory fee from the Company or any subsidiary thereof. Compensatory fees shall not include: (A) fees received as a member of the Compensation Committee, the Board or any other Board committee; or (B) the receipt of fixed amounts of compensation under a retirement plan (including deferred compensation) for prior service with the Company (provided that such compensation is not contingent in any way on continued service). In determining whether a director is eligible to serve on the Compensation Committee, the Board shall also consider whether the director is affiliated with the Company, a subsidiary of the Company or an affiliate of a subsidiary of the Company to determine whether such affiliation would impair the director’s judgment as a member of the Compensation Committee.

 

In addition, at least two members of the Compensation Committee must qualify as “non-employee directors” for the purposes of Rule 16b-3 under the Securities Exchange Act of 1934, as amended.

 

Chair

The Board shall annually appoint the members of the Compensation Committee and elect the Chair of the Compensation Committee, as soon as practical after the Company’s annual meeting of shareholders.

 

Compensation

Members of the Compensation Committee may receive compensation for their service as Compensation Committee members, as determined by the Board.

 

Selection and Removal

The Compensation Committee shall be appointed by the Board. The Board may remove members of the Compensation Committee from such committee, with or without cause.

III. RESPONSIBILITIES AND AUTHORITY

The responsibilities of the Compensation Committee shall include the following:

1. The Compensation Committee shall annually review and recommend to the Board, for the executive officers of the Company (a) the annual base compensation as employee or other structure of engagement, (b) the annual incentive bonus, including the specific goals and amount, (c) equity compensation, (d) employment agreements, severance arrangements, and change in control agreements/provisions, and (e) any other benefits, compensation, compensation policies or arrangements. In reviewing and recommending such matters, the Compensation Committee shall consider such matters as it deems appropriate, including the Company’s financial and operating performance, the alignment of the interests of the executive officers and the Company’s shareholders, the performance of the Company’s ordinary shares and the Company’s ability to attract and retain qualified individuals. The executive officers may not be present during voting or deliberations about his or her compensation.
2. The Compensation Committee shall annually review and make recommendations to the Board regarding the compensation policy for such other officers of the Company as directed by the Board.
3. The Compensation Committee shall act as administrator of the Company’s equity compensation plans (to the extent allowed by applicable law and the relevant plan) and any subsequent employee benefit plans adopted and approved by the Company’s Board and shareholders, if appropriate.
4. The Compensation Committee may authorize the repurchase of shares or options from terminated employees subject to applicable law.
5. The Compensation Committee shall review any issues concerning the legal compliance and maintenance of the Company’s employee benefit plans.
6. The Compensation Committee shall review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval.
7. The Compensation Committee shall review and discuss with management a draft of the Compensation Discussion and Analysis (“CD&A”) to be included in any annual proxy statement, annual report on Form 10-K, information statement, registration statement or similar document of the Company, and determine whether to recommend that such CD&A be included in the applicable document.
8. The Compensation Committee shall oversee the Company’s compliance with the rules and regulations of the SEC relating to shareholder approval of certain executive compensation matters, including advisory votes on executive compensation and the frequency of such votes.

IV. PROCEDURES AND ADMINISTRATION

1. It is anticipated that the Compensation Committee will meet at least two (2) times each year. However, the Compensation Committee may establish its own schedule, which it will provide to the Board in advance. The Compensation Committee may also act by unanimous written consent in lieu of a meeting.
2. At least once a year the Compensation Committee may consider equity compensation plans, performance goals and incentive awards, and the overall coverage and composition of the compensation package to the Company’s executive officers.
3. The Compensation Committee will provide written reports to the Board of the Company regarding recommendations of the Compensation Committee submitted to the Board for action. Also, as requested by the Board, the Compensation Committee will make full reports of their activities to the Board in executive session.
4. The Compensation Committee may form and delegate authority to subcommittees when appropriate. Any subcommittee shall be subject to this Charter. The decisions or other actions of any subcommittees to which authority is delegated under this paragraph shall be presented to the full Committee at its next regularly scheduled meeting.

V. AUTHORITY

The Compensation Committee shall have the authority to retain and terminate any compensation consultant to be used to assist in the evaluation of executive officer compensation and shall have authority to approve the consultant’s fees and other retention terms. The Compensation Committee shall also have authority to commission compensation surveys or studies as the need arises. The Compensation Committee is empowered, without further action by the Board of Directors, to cause the Company to pay the compensation of such consultants as established by the Compensation Committee.

VI. ADVISERS

The Compensation Committee shall have the authority, in its sole discretion, to retain and terminate (or obtain advice from) advisers to assist it in the performance of its responsibilities under this Charter, but only after taking into consideration factors relevant to any such adviser’s independence as specified in the rules of the Nasdaq. The Compensation Committee shall be directly responsible for the appointment, compensation and oversight of the work of any adviser retained by the Compensation Committee, and shall have sole authority to approve the adviser’s fees and the other terms and conditions of the adviser’s retention.

 

The Compensation Committee shall have available appropriate funding from the Company for compensation of any adviser engaged by the Compensation Committee and payment of ordinary administrative expenses of the Compensation Committee that are necessary or appropriate in carrying out its responsibilities.

V. GENERAL PROVISIONS

The Compensation Committee shall have the authority to conduct or authorize investigations into any matters within the scope of its responsibilities as it shall deem appropriate, including the authority to request any officer, employee or advisor of the Company to meet with the Compensation Committee or any advisors engaged by the Compensation Committee.

 

While the members of the Compensation Committee have the duties and responsibilities set forth in this Charter, nothing contained herein is intended to create, or should be construed as creating for the members of the Compensation Committee any responsibility or liability, except to the extent otherwise provided under applicable federal or state law.

 

This Charter amends in its entirety and replaces the charter of the Compensation Committee as heretofore in effect.