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Compensation Committee Charter

BIOSPECIFICS TECHNOLOGIES CORP.

COMPENSATION COMMITTEE CHARTER

Adopted on December 4, 2006

Revised June 17, 2009

Revised June 19, 2013

 

A. Purpose

The purpose of the Compensation Committee of the Board of Directors (the “Board”) of BioSpecifics Technologies Corp. (the “Company”) is to oversee the discharge of the responsibilities of the Board relating to compensation of the Company’s executive officers and the administration of the Company’s incentive compensation plans.

B. Structure and Membership

1. Number. The Compensation Committee shall consist of at least two members of the Board, two of whom are independent directors, as defined in any applicable exchange listing requirements, non-employee directors, as defined in SEC Rule 16b-3, and outside directors, as defined in Treasury Regulations 1.162-27.

2. Chair. Unless the Board elects a Chair of the Compensation Committee, the Compensation Committee shall elect a Chair by majority vote; for the avoidance of doubt, if there are only two members on the Compensation Committee then such Chair of the Compensation Committee, if elected by the members, shall be elected by the affirmative vote of both members.

3. Compensation. The compensation of Compensation Committee members shall be as determined by the Board.

4. Selection and Removal. Members of the Compensation Committee shall be appointed by the Board. The Board may remove members of the Compensation Committee from the Compensation Committee, with or without cause.

C. Authority and Responsibilities

General

The Compensation Committee shall discharge its responsibilities in compliance with the “Delaware Business Judgment Rule.”

Compensation Matters

1. President and/or CEO Compensation. The Compensation Committee shall annually review and approve corporate goals and objectives relevant to the compensation of the Company’s President and/or Chief Executive Officer, as applicable (the “Principal Executive Officer”), evaluate the Principal Executive Officer’s performance in light of those goals and objectives, and, either as a committee or together with other independent directors (as determined from time to time by the Compensation Committee), establish and approve the Principal Executive Officer’s compensation. The Principal Executive Officer may not be present during voting or deliberation on the Principal Executive Officer’s compensation.

2. Compensation of Other Executive Officers. The Compensation Committee, following the guidelines set forth in C.1 above, shall periodically review and approve, or make recommendations to the Board with respect to, compensation of the Company’s executive officers (other than the Principal Executive Officer).

3. Evaluation of Senior Executives. The Compensation Committee shall be responsible for overseeing the evaluation of the Company’s senior executives. TheCompensation Committee shall determine the nature and frequency of the evaluation and the persons subject to the evaluation, supervise the conduct of the evaluation and prepare assessments of the performance of the Company’s senior executives, to be discussed periodically with the Board.

4. Plan Recommendations and Approvals. The Compensation Committee shall periodically review and make recommendations to the Board with respect to such incentive-compensation and other plans that have been approved by the Board.

5. Administration of Plans. The Compensation Committee shall exercise all rights, authority and functions of the Board under all of the Company’s incentive compensation plans, including both annual plans and long-term plans, and both cash and equity-based plans, including without limitation, the authority to interpret the terms thereof, to grant awards, and to establish and confirm satisfaction of performance goals; provided, however, that, except as otherwise expressly authorized to do so by this charter or a plan or resolution of the Board, the Compensation Committee shall not be authorized to amend any such plan. To the extent permitted by applicable law and the provisions of a given equity-based plan, and consistent with the requirements of applicable law and such equity-based plan, the Compensation Committee may delegate to one or more executive officers of the Company the power to grant options or other stock awards pursuant to such equity-based plan to employees of the Company or any subsidiary of the Company who are not directors or executive officers of the Company.

6. Additional Powers. The Compensation Committee shall have such other duties and responsibilities as may be delegated from time to time by the Board.

D. Procedures and Administration

1. Meetings. The Compensation Committee shall meet as often as it deems necessary in order to perform its responsibilities but in no event less than once a year. The Compensation Committee may also act by unanimous written consent in lieu of a meeting. The Compensation Committee shall keep such records of its meetings as it shall deem appropriate.

2. Subcommittees. The Compensation Committee may form and delegate authority to one or more subcommittees as it deems appropriate from time to time under the circumstances.

3. Reports to Board. The Compensation Committee shall report regularly to the Board.

4. Charter. The Compensation Committee shall periodically review and reassess the adequacy of this Charter and recommend any proposed changes to the Directors for approval.

5. Consulting Arrangements, Legal Counsel, and Other Advisers.

a) The Compensation Committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser.

b) The Compensation Committee shall be directly responsible for the appointment, compensation and oversight of the work of any compensation consultant, legal counsel and other adviser retained by the Compensation Committee.

c) The Company must provide for appropriate funding, as determined by the Compensation Committee, for payment of reasonable compensation to a compensation consultant, legal counsel or any other adviser retained by the Compensation Committee.

d) The Compensation Committee may select, or receive advice from, a compensation consultant, legal counsel or other adviser to the Compensation Committee, other than in-house legal counsel, only after taking into consideration the following factors:

(i) the provision of other services to the Company by the person that employs the compensation consultant, legal counsel or other adviser;

(ii) the amount of fees received from the Company by the person that employs the compensation consultant, legal counsel or other adviser, as a percentage of the total revenue of the person that employs the compensation consultant, legal counsel or other adviser;

(iii) the policies and procedures of the person that employs the compensation consultant, legal counsel or other adviser that are designed to prevent conflicts of interest;

(iv) any business or personal relationship of the compensation consultant, legal counsel or other adviser with a member of the Compensation Committee;

(v) any stock of the Company owned by the compensation consultant, legal counsel or other adviser; and

(vi) any business or personal relationship of the compensation consultant, legal counsel or other adviser or the person employing the adviser with an executive officer of the Company.

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

7. Annual Self-Evaluation. At least annually, the Compensation Committee shall evaluate its own performance.