SORL AUTO PARTS, INC.
COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS
The Compensation Committee (the ¡°Committee¡±) of the Board of Directors (the ¡°Board¡±) of SORL Auto Parts, Inc. (the ¡°Company¡±) has been appointed by the Board to assist the Board by assuming primary responsibilities for establishing, implementing and monitoring our executive compensation program philosophy and practices. The Committee is also charged with reviewing and discussing with management the Company¡¯s compensation discuss and analysis (¡°CD&A¡±) to be included in the Company¡¯s annual proxy statement or annual report on Form 10-K filed with the Securities and Exchange Commission (¡°SEC¡±); making regular reports to the Board and delivering any reports that may from time to time be required by the rules of SEC.
The Committee shall be comprised of three or more Directors, each of whom is an independent director (¡°Independent Director¡±) under the listing standards of the NASDAQ Global Market (¡°NASDAQ¡±), a ¡°non-employee director¡± within the meaning of Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended, and an outside director within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended, and shall satisfy any other necessary standards of independence under the federal securities and tax laws.
Unless the Board appoints a Chairperson of the Committee, the members of the Committee may designate a Chairperson by a majority vote of all members of the Committee. The board of directors of the company may remove any member from the Compensation Committee at any time with or without cause.
The Committee will meet at such times as it deems appropriate to discharge its duties hereunder. The Committee may meet in person or by telephone and may take action by unanimous written consent.
The Committee shall have the following responsibilities and duties:
- Review the competitiveness of the company¡¯s executive compensation programs to ensure the attraction and retention of corporate officers, the motivation of corporate officers to achieve the company¡¯s business objectives, and the alignment of the interests of key leadership with the long-term interests of the company¡¯s shareholders.
- Review at least annually and evaluate the performance of the Company¡¯s most senior officers, currently being the Chief Executive Officer, Chief Financial Officer and other senior officers of the Corporation (collectively, the ¡°Senior Officers¡±), and determine the compensation of the Senior Officers.
- Review and discuss with management the Company¡¯s CD&A, and based on its evaluation:? (i) recommend to the Board whether the CD&A be included in the Company¡¯s annual proxy statement or annual report on Form 10-K, and (ii) furnish any report relating thereto as may be required under SEC rules.
- The Committee has authority to review and make recommendations concerning the Company's equity compensation plans subject, where and when appropriate, to shareholder approval, including without limitation to approve the adoption of such plans, to make awards to eligible persons under the plans and determine the terms of such awards.
- The 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 Committee will prepare an annual report that will be included in the Company's proxy statement for its annual stockholders' meeting in accordance with the rules and regulations of the Securities and Exchange Commission.
- The Committee will make regular reports to the Board with respect to significant actions and determinations made by the Committee.
- The Committee will record its actions and determinations in written form. These records will be incorporated as a part of the minutes and actions of the Board.
- The Committee will periodically review this charter and make recommendations to the Board with regard to appropriate changes to the charter.
- The Committee will periodically review its own performance and report on its conclusions in this regard to the Board.
- The Committee has the authority to perform such other activities and functions as are required by law, applicable NASDAQ (or other applicable stock exchange) 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.
Members of the Committee will be eligible to receive fees or other compensation for their service as Committee members as determined by the Board. Changes in such compensation will be determined by the Board in its sole discretion.