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The Compensation Committee (the "Committee") of the Board of Directors of Edgewater Technology, Inc. (the "Company") shall be appointed by the Board of Directors and shall consist of at least three directors. Each member of the Committee shall be a "Non-Employee Director" as defined in Rule 16b-3 promulgated by the Securities and Exchange Commission ("SEC") or any successor provisions and an "Outside Director" as defined in the regulations under Section 162(m) of the Internal Revenue Code of 1986, as amended ("IRC"), or any successor provisions. Each member of the Committee must also meet the "independent director" requirements of the NASDAQ Stock Market applicable to the Company ("NASDAQ Rules") and satisfy any other criteria for membership that are specified in the NASDAQ Rules and any other legal requirements relevant to the proper administration of the Company's compensation plans, including requirements under the federal securities laws and the IRC. Independence of the Committee shall be evaluated at least annually, or more frequently as circumstances may dictate, by the full Board of Directors, with assistance of outside counsel. The Committee shall have a Chairman appointed by the Board and be subject to the provisions of the Company's Amended and Restated Bylaws relating to committees of the Board of Directors, including those provisions relating to removing committee members and filling vacancies. Except as limited by law, regulation or the NASDAQ Rules, the Committee may form and delegate authority to subcommittees as it deems appropriate. For purposes of this Charter, "executive officers" shall include any officer of the Company who has been designated as a "reporting person" under Section 16 of the Securities Exchange Act of 1934, as amended ("Exchange Act"), or who is otherwise designated as an executive officer by the Board or the Committee for purposes of this Charter.
The Committee shall meet sufficiently often to discharge its responsibilities hereunder. Meetings of the Committee may be called by the Chairman of the Board, Chairman of the Committee or the Chief Executive Officer ("CEO") and may be held telephonically. A majority of Committee members will constitute a quorum for the transaction of business. The CEO and other officers of the Company may be invited to Committee meetings. The Committee shall maintain a written record of its proceedings.
The Committee shall provide assistance to the Board of Directors in fulfilling its oversight responsibility related to the compensation programs, plans and awards for directors and principal officers.
In discharging its appointment from the Board of Directors, the Committee will:
Nothing in this charter shall be construed: (i) to require the Committee to implement or act consistently with the advice or recommendations of the compensation adviser; (ii) to affect the ability or obligation of the Committee to exercise its own judgment in the fulfillment of its duties; or (iii) to require a compensation adviser to be independent, only that the Committee consider the enumerated independence factors before selecting, or receiving advice from, a compensation adviser. The Committee may select, or receive advice from, any compensation adviser it prefers, including ones that are not independent, after considering the independence factors outlined above.
This Charter was adopted effective December 10, 2003, was amended and restated effective on September 27, 2006, June 10, 2009, June 16, 2010, June 8, 2011, June 6, 2012 and June 5, 2013.
1 The Committee shall not be required to conduct an independence assessment for a compensation adviser that acts in a role limited to the following activities for which no disclosure is required under Item 407(e)(3)(iii) of Regulation S-K: (a) consulting on any broad-based plan that does not discriminate in scope, terms or operation in favor of executive officers or directors of the Company, and that is available generally to all salaried employees, and/or (b) providing information that either is not customized for the Company or that is customized based on parameters that are not developed by the compensation adviser and about which the compensation adviser does not provide advice..