The Compensation Committee (the Committee) of The First Bancorp, Inc. is appointed by the Company’s Board of Directors (the Board) to discharge the responsibilities of the Board relating to the compensation of the company’s President/CEO and other executive officers. The Committee has overall responsibility for evaluating and approving all compensation plans, policies and programs that affect the President/CEO and other executive officers and for significant company-wide compensation matters and policies in general.
The Committee shall consist solely of independent directors, and at minimum, must have two members appointed by the Board.
The Committee shall meet at least annually and hold such other meetings from time to time as may be called by the chairperson or any two members of the Committee. A majority of the members of the Committee shall constitute a quorum, and shall decide any question brought before any meeting of the Committee. Minutes shall be taken of each meeting, approved by the Committee at its next meeting and retained by the Secretary of the Company as permanent records.
The Compensation Committee has the authority to retain or obtain the advice of any compensation consultants, outside legal counsel or other advisors (external advisors) as the Committee deems appropriate. The Committee shall be directly responsible for the appointment, compensation and oversight of the work of such external advisors that it retains, and the Company shall provide appropriate funding and other resources for such advisors. The Committee will approve the external advisors fees and other retention terms, and will have the authority to termination any external advisor. The Committee shall also have the authority to obtain advice and assistance from Management as needed.
The Committee may, at its discretion, delegate all or a portion of its duties and responsibilities to a subcommittee of the Committee consisting of one or more members. In particular, the Committee may delegate the approval of certain transactions to a subcommittee consisting solely of members of the Committee who are “non employee Directors” for the purposes of Rule 16b-3 under the Securities Exchange Act of 1934, and in effect from time to time, and “outside directors” for the purpose of Section 162(m) of the Internal Revenue Code as in effect from time to time.
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