Purpose:

The Board of Directors of Alteva, Inc. (“Alteva”) has established a Compensation Committee to aid the Board of Directors in meeting its responsibilities with regard to the determination of executive compensation, which includes evaluating and determining compensation of the members of the Board of Directors, the Chief Executive Officer (“CEO”) and other named executive officers (“NEO’s”), and administering incentive compensation plans for all employees.

Membership:

The Compensation Committee shall consist of a minimum of three independent members. Members of the Compensation Committee, in the judgment of the Board of Directors, shall be independent in accordance with NYSE MKT listing standards for compensation committee members or any other standards that law or regulation may require or that the Board of Directors shall determine to apply. Appointment to the Compensation Committee, including designation of the Chair of the Compensation Committee, shall be made on an annual basis by the full Board of Directors on recommendation of the Governance and Nominating Committee of the Board of Directors.

Responsibilities and Duties:

The Compensation Committee shall:

  1. Review and recommend Alteva’s goals and objectives relevant to CEO and NEO compensation, evaluate the performance of the CEO and NEO’s in light of those stated goals and objectives.
  2. Determine and set annual compensation (salary, bonus and equity-based compensation) levels for the CEO. Review with the CEO the salary, bonus and equity-based compensation levels for Alteva’s NEO’s and other executive employees based on individual performance evaluations.  In its review, the Compensation Committee shall consider the results of the most recent stockholder advisory vote on executive compensation required by Section 14A of the Securities Exchange Act of 1934, as amended.
  3. Annually review and approve the compensation policies for all NEO’s and members of the Board of Directors of Alteva.
  4. Annually review and evaluate level and form of compensation for the non-employee members of the Board of Directors and committee service by non-employee members of the Board of Directors.
  5. Determine compensation for the non-employee members of the Board of Directors and committee service by non-employee members of the Board of Directors.
  6. Approve and make recommendations with respect to shareholder proposals related to compensation matters.
  7. Approve and make recommendations to the Board of Directors with respect to any incentive compensation plans and equity-based compensation plans, including any amendments (collectively, the “Plans”).
  8. Administer Plans and grant and ratify awards under such Plans as provided in the applicable Plan documents, including the review and approval of management recommendations of any equity-based compensation to all eligible employees (except the CEO and other NEO’s) under any existing Plans.
  9. As requested by Alteva management, review, consult and make recommendations and/or determinations regarding employee compensation and benefit plans generally, including employee bonus and retirement plans and programs.
  10. With the assistance of counsel, draft, review and approve the annual report of the Compensation Committee on executive compensation to be included in Alteva’s annual proxy statement as required under applicable law, regulation or listing standards.
  11. When necessary and appropriate, be authorized to designate one or more of its members to perform certain of its duties on its behalf, subject to any reporting to and ratification by the Compensation Committee as the Compensation Committee shall direct.
  12. Periodically review the adequacy of its charter and recommend any changes it deems appropriate or required to the full Board of Directors.
  13. Review and analyze any materials and data prepared by consultants and advisors engaged to assist the Compensation Committee in fulfilling its responsibilities and duties.
  14. Evaluate the need for, and provisions of, any employment contracts/severance arrangements for the CEO and other NEO’s.

Outside Consultants and Advisors:

In fulfilling its responsibilities and duties, the Compensation Committee has the authority, at Alteva’s expense, to retain, to determine the fees and other terms of engagement of, and to terminate the engagement of independent compensation consultants and legal advisors, which assist the Compensation Committee in the discharge of its responsibilities and duties.  Before selecting an independent advisor, the Compensation Committee shall consider all factors relevant to that advisor’s independence from management of Alteva.  Such factors include, but are not limited to:

  • the provision of other services to Alteva by the employer of the compensation adviser;
  • the amount of fees received from Alteva by the employer of the compensation adviser as a percentage of its total revenue;
  • the policies and procedures of the employer of the compensation adviser that are designed to prevent conflicts of interest;
  • any business or personal relationship between the compensation adviser and a compensation committee member;
  • any Alteva stock owned by the compensation adviser; and
  • any business or personal relationship between either the compensation adviser or the employer of the compensation adviser and Alteva’s executive officer.

Meetings and Reports:

The Compensation Committee shall meet at least one time each year, generally in conjunction with a regularly scheduled meeting of the full Board of Directors, and shall hold such special meetings as the Chair of the Compensation Committee or the Chairman of the Board of Directors may direct, from time to time. The Compensation Committee will maintain written minutes of its meetings, which minutes will be filed with the minutes of the meetings of the Board of Directors. After each meeting of the Compensation Committee, the Chair of the Compensation Committee shall provide the Board of Directors with a report of the Compensation Committee’s activities and proceedings at the next regularly scheduled meeting of the Board of Directors.

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