Compensation Committee

COMPENSATION COMMITTEE CHARTER

This Charter governs the operations of the Compensation Committee (the "Committee") of the Board of Directors (the "Board") of ecoTECH Energy Group Corporation (the "Company").

I. General Purpose

The Committee shall:

  1. Review key employee compensation policies, plans and programs,
  2. Review and approve the compensation of executive officers,
  3. Review and approve employment contracts and other similar arrangements with executive officers,
  4. Review and consult with the chief executive officer on the selection of officers and evaluation of executive performance and other related matters,
  5. Administer equity incentive plans,
  6. Review other incentive compensation plans and
  7. Establish the compensation for the directors of the company.

II. Organization

  1. Number; Qualifications
    1. The Committee shall consist of at least two directors.
    2. Members of the Committee shall be members of, and appointed by, the Board (following the recommendation of the Nominating and Corporate Governance Committee). Each member of the Committee shall be "independent" within the meaning of all applicable rules and regulations of NASDAQ and the Securities and Exchange Commission (the "SEC"), as determined by the Board. Each member of the Committee shall also qualify as (i) a "non-employee" director under Rule 16(b)(3) of the Securities and Exchange Act of 1934, as amended and (ii) an "outside director" under Section 162(m) of the Internal Revenue Code of 1986, as amended.
  2. Meetings
    1. The Committee shall meet at least one time annually, or more frequently as circumstances dictate. Meetings may be held telephonically.
    2. The Chairman of the Committee, or two Committee members in the absence of the Chairman, shall have the power to call a meeting of the Committee.
    3. A majority of the members of the Committee shall constitute a quorum for the transaction of business.
    4. The Committee may act at a meeting only upon approval of a majority of its members present at such meeting in which a quorum exists for the transaction of business. The action of the Committee at a meeting at which a quorum is present shall be the act of the Committee.
    5. The Committee may act in writing without a meeting by the unanimous consent of its members.
    6. The Committee shall keep a separate book of minutes of their proceedings and actions. The Committee shall submit to the Board the minutes of all meetings of the Committee after circulation, review and approval among the Committee members. Copies are to be made available to the independent auditor.
    7. The Committee shall provide the Board with a summary of each of the Committee's meetings at the Board meeting following each Committee meeting or as reasonably practicable.
  3. Other
    1. Each member of the Committee shall serve on the Committee until such time as he or she resigns from the Board or the Committee, is removed from the Board or the Committee or fails to be re-elected to the Board at any stockholders meeting or, if provided as a condition to such resignation or removal, until such time as his or her successor has been appointed and qualified.
    2. All vacancies in the Committee shall be filled by the Board, following the recommendation of the Nominating and Corporate Governance Committee.
    3. The Board shall designate one of the members of the Committee as Chairman of the Committee, following the recommendation of the Nominating and Corporate Governance Committee.
    4. The Committee may form one or more subcommittees, each of which may take such actions as may be delegated by the Committee.
    5. Committee members may not accept any compensation from the Company either directly or indirectly other than compensation as a Board member, a Chairman or a member of any Board committee.

III. Specific Duties

The following shall be the specific duties of the Committee

  1. Setting Compensation for Executive Officers and Directors

    The Committee shall:

    1. Establish the compensation for the directors of the Company.
    2. Review the Company's goals and objectives relevant to the compensation of the Chief Executive Officer (the "CEO") and other executive officers, including annual performance objectives and performance measures, and develop compensation policies which support such goals and objectives.
    3. Evaluate the performance of the CEO and other executive officers with respect to such goals and objectives and, based on such evaluation:
      1. Annually review and approve, or recommend to the Board for approval, the compensation package (including salary, benefits, bonuses and equity-based compensation) provided to the CEO;
      2. Annually review and approve, or recommend to the Board for approval, the compensation package (including salary, benefits, bonuses and equity-based compensation) provided to other executive officers.
    4. Review and approve, or recommend to the Board for approval, any contracts or other transactions with current or former executive officers of the corporation, including consulting, employment, severance, termination, change of control or indemnification agreements, loans to employees made or guaranteed by the Company, and any other employment or compensation-related agreements and any amendments thereto.
    5. With the Audit Committee, consider policies and procedures pertaining to the expense accounts of executive officers.
  2. Monitoring Incentive and Equity-Based Compensation Programs

    The Committee shall:

    1. Review, approve and administer the Company's equity-based compensation plans, and seek Board approval for such plans prior to submitting such plans to shareholders for approval pursuant to NASDAQ Rule 4350(i), and oversee the activities of the individuals responsible for administering those plans.
    2. Review and approve, or recommend to the Board for approval, all awards of shares, share options and other forms of equity compensation pursuant to the Company's equity-based compensation plans.
    3. Review and approve, or recommend to the Board for approval, the annual management incentive plans and other bonus plans proposed by management, as well as the criteria by which bonuses for the Company's employees are determined.
    4. With the Audit Committee, monitor compliance by executives with the rules and guidelines of the Company's equity-based compensation, annual management incentive and other bonus plans.
  3. Compensation Programs and Other Benefit Plans

    The Committee shall:

    1. Review and approve the design of any other benefit plans not referenced above which pertain to directors, the CEO and other executive officers.
    2. Review and approve, or recommend to the Board for approval, changes to or adoption of retirement plans of the Company and approve periodically funding guidelines, including any matching contribution under the Company's 401(k) plan, if any.
    3. Periodically review the Company's compensation programs and evaluate whether they are properly coordinated and achieving their intended purpose(s); modify or recommend to the Board to modify any compensation program that yields payments and benefits that are not reasonably related to executive and corporate performance.
  4. Compliance Oversight

    The Committee shall:

    1. Prepare and approve the Compensation Committee Report on Executive Compensation for inclusion in the Company's proxy statements, in accordance with the applicable rules and regulations of the NASDAQ, SEC and other applicable regulatory bodies, and generally oversee compliance with the compensation reporting requirements of such rules and regulations.
    2. In consultation with management, oversee regulatory compliance with respect to compensation matters.
    3. Be permitted, in its sole discretion, to retain and terminate advisors that it determines are necessary to carry out its duties, including without limitation any compensation consultant, and shall determine the appropriate fees and expenses to be incurred in connection therewith, which fees and expenses shall be paid by the Company.
  5. Reporting, Evaluation

    The Committee shall:

    1. Report on its activities to the Board and make such recommendations to the Board as it deems appropriate.
    2. Perform an evaluation of its performance at least annually to determine whether it is functioning effectively and review such evaluation with the Board.
    3. Review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval.