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corporate governance

compensation committee charter

committee membership
     the compensation committee (the “committee”) of the board of directors (the “board”) of dynacq healthcare, inc. (the “company”) shall consist solely of  “independent directors” as defined by rule 5605(a)(2) of the nasdaq stock market listing rules and rule 10a-3(b)(1) under the securities exchange act of 1934 (the “exchange act”), i.e., those directors who are neither officers or employees of the company or its subsidiaries nor have a relationship which, in the opinion of the board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.
    members shall be appointed by the board. members shall serve at the pleasure of the board and for such terms as the board may determine.
    if the committee is comprised of at least three members, one director who is not independent and is not a current officer or employee, or a spouse, parent, child or sibling, whether by blood, marriage or adoption, of, or a person who has the same residence as, any current officer or employee, may be appointed to the committee if the board, under exceptional and limited circumstances, determines that such individual’s membership on the committee is in the best interests of the company and its stockholders, and the board discloses in the next annual meeting proxy statement (or form 10-k if no proxy statement is filed subsequent to such determination), the nature of the relationship and the reasons for the determination. any such member appointed to the committee may only serve for up to two years.
committee purpose and responsibilities
the committee shall have the purpose and direct responsibility to:

  1. review and approve corporate goals and objectives relevant to the compensation of the company’s chief executive officer (“ceo”), evaluate the ceo’s performance in light of those goals and objectives, and either as a committee or together with the other independent directors (as directed by the board), determine, or recommend to the board for determination, the ceo’s compensation level based on this evaluation. in determining or recommending the long-term incentive component of ceo compensation, the committee shall consider, among other factors, the company’s performance and relative shareholder return, the value of similar incentive awards to ceos at comparable companies, the awards given to the ceo in past years, and other factors that the committee determines in its discretion and judgment to be applicable.
  2. either as a committee or together with the other independent directors (as directed by the board), determine, or recommend to the board for determination, the compensation of all other executive officers of the company.
  3. make recommendations to the board with respect to the company’s incentive compensation plans and equity-based plans, including the company’s year 2000 stock incentive plan, oversee the activities of the individuals and committees responsible for administering these plans, if any, and discharge any responsibilities imposed on the committee by any of these plans.
  4. approve issuances under, or any material amendment of, any tax qualified, non-discriminatory employee benefit plan or parallel nonqualified plan pursuant to which a director, officer, employee or consultant will acquire stock or options.
  5. approve issuances under, or any material amendment of any stock option or other similar plan pursuant to which a person not previously an employee or director of the company, as an inducement material to the individual’s entering into employment with the company, will acquire stock or options.
  6. in consultation with management, oversee regulatory compliance with respect to compensation matters, including overseeing the company’s policies on structuring compensation programs to preserve tax deductibility, and, as and when required, establishing performance goals and certifying that performance goals have been attained for purposes of section 162(m) of the internal revenue code.
  7. to review and approve any severance or similar termination payments proposed to be made to any current or former executive officer of the company.
  8. prepare an annual report of the compensation committee on executive compensation for inclusion in the company’s annual proxy statement if required by applicable securities and exchange commission rules and regulations.
  9. prepare and issue the evaluation required under “performance evaluation” below.
  10. report to the board on a regular basis, but not less than once per year.
  11. perform any other duties or responsibilities expressly delegated to the committee by the board from time to time relating to the company’s compensation programs.

committee structure and operations
     the committee shall designate one member of the committee as its chairperson. in the event of a tie vote on any issue, the chairperson’s vote shall decide the issue. the committee shall meet at least four times a year in conjunction with regularly scheduled meetings of the board at regularly scheduled times and places determined by the committee chairperson, with further meetings to occur, or actions to be taken by unanimous written consent, when deemed necessary or desirable by the committee or its chairperson. members of the committee may participate in a meeting of the committee by means of conference call or similar communications equipment by means of which all persons participating in the meeting can hear each other.
    the ceo may not be present during any voting or deliberations of the committee regarding the ceo’s compensation.
delegation to subcommittee
   the committee may, in 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 (i) “non-employee directors” for the purposes of rule 16b-3 under the securities exchange act of 1934, as in effect from time to time, and (ii) “outside directors” for the purposes of section 162(m) of the internal revenue code, as in effect from time to time.
 performance evaluation
the committee shall prepare and review with the board an annual performance evaluation of the committee, which evaluation shall compare the performance of the committee with the requirements of this charter. the performance evaluation shall also recommend to the board any improvements to the committee’s charter deemed necessary or desirable by the committee. the performance evaluation by the committee shall be conducted in such a manner as the committee deems appropriate. the report to the board may take the form of an oral report by the chairperson or any other member of the committee designated by the committee to make the report. 
resources and authority of the committee
   the committee shall have the resources and authority appropriate to discharge its duties and responsibilities, including the authority to select, retain, terminate, and approve the fees and other retention terms of special consultants, as it deems appropriate, without seeking approval of the board or management.  the authority shall be vested solely in the committee with respect to the compensation responsibilities set forth herein regarding officers and with respect to consultants retained to assist in the evaluation of director, ceo or executive officer compensation.  


approved and adopted by the board of directors on november 16, 2010.



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