The Purpose of the Compensation and Organizational Development Committee (the "Committee") is to (i) discharge the Board of Directors' responsibilities relating to compensation of Green Mountain Coffee Roasters Inc.'s (the "Company") executive officers and (ii) oversee the administration of the Company's incentive compensation plans and equity-based plans.
II. COMPOSITION
The Committee shall consist of at least three members, each of whom shall be members of the Board of Directors (the "Board"). Committee members will be appointed and removed by the Board on the recommendation of the Governance and Nominating Committee. Each committee member shall meet the independence requirements of the NASDAQ Marketplace Rules. In addition, each member of the Committee shall qualify as an "outside director" within the meaning of Section 162(m) of the Internal Revenue Code and shall be a "non-employee director" within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934. The members of the Committee shall be appointed by the Board at the annual organizational meeting of the Board or at such other times as the Board may deem appropriate. Unless a Chair of the Committee is appointed by the Board, the members of the Committee may designate a Chair by majority vote of the full Committee membership.
III. MEETINGS
The Committee shall meet with such frequency and at such intervals as it shall determine necessary to carry out its duties and responsibilities, but in any case, at least three times a year. Any member of the Committee may call a meeting of the Committee upon due notice to each other member at least forty-eight hours prior to the meeting (provided that participation in any meeting shall be deemed to constitute waiver of any deficiency in such notice). Any action of the Committee shall be taken by the affirmative vote of a majority of the members and may be taken without a meeting if all members of the Committee consent in writing. The Committee may delegate its authority to a subcommittee or to such other person that the Committee determines is appropriate and is permitted by law. The Committee may establish such other procedures to govern its operation as it determines are appropriate.
IV. DUTIES AND RESPONSIBILITIES
The Committee will:
Review and approve the Company's compensation philosophy and structure and the manner in which it is applied to the Chief Executive Officer and other senior corporate executive officers.
Approve and adopt compensation related performance goals under the Company's incentive plans for the Chief Executive Officer and other senior corporate executive officers and determine the achievement levels of such goals.
Approve all elements of the compensation for the Chief Executive Officer and other senior corporate executive officers of the Company.
Review, approve the adoption of, and administer, new and existing executive incentive compensation plans and equity-based plans.
Prepare, review, discuss with the Company's management, and approve the "Compensation Committee Report" to be included in the Company's annual proxy statement.
Review organizational development initiatives, human resources programs, and related plans.
Review and discuss management succession at least annually.
Make regular reports to the full Board of Directors regarding the Committee's activities.
Review and assess, at least annually, the adequacy of this charter and submit any changes to the Governance and Nominating Committee for approval.
Review such other matters as the Board of Directors or the Committee shall deem appropriate.
V. RESOURCES AND AUTHORITY
The Committee shall have the authority to select, retain (which includes the authority to determine the terms, conditions and fees related to such retention), terminate and approve the fees for, at the expense of the Company, such advisors as it shall consider appropriate to carry out its duties and responsibilities.
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Green Mountain Coffee Roasters, Inc., 33 Coffee Lane, Waterbury VT 05676