ex10_10.htm


    
      

    

    Exhibit
10.10

     

    
      MARSHALL
HOLDINGS INTERNATIONAL, INC.

      CHARTER
OF THE COMPENSATION COMMITTEE

      


      


      Purpose

      


      The
purpose of the Compensation Committee of the Board of Directors of Marshall
Holdings International, Inc. is to assist the Board in meeting its
responsibilities with regard to oversight and determination of executive
compensation and to review and make recommendations to the Board with respect to
major compensation plans, policies and programs of the Company.

      


      Membership
and Procedures

      


      Membership and
Appointment.  The Committee shall consist of not fewer than two
members of the Board, with the exact number being determined by the
Board.  Members of the Committee shall be appointed from time to time
to serve in such capacity by the Board.

      


      Independence.  Each
member shall meet the independence and outside director requirements of
applicable tax and securities laws and regulations and stock market
rules.

      


      Authority to Retain
Advisors.  In the course of its duties, the Committee shall
have the sole authority, at the Company’s expense, to retain and terminate
compensation consultants and other advisors as the Committee may deem
appropriate, including the sole authority to approve any such advisor’s fees and
other retention terms.

      


      Evaluation.  The
Committee shall annually review and reassess the adequacy of this Charter and
recommend any proposed changes to the Board.

      


      Duties
and Responsibilities

      


      The
Compensation Committee shall:

      


      1.         
    Review, and make recommendations for approval by the
independent members of the Board regarding, corporate goals and objectives
relevant to the compensation of the Company’s executive officers.

      


      2.           
  Review, and make recommendations for approval by the independent
members of the Board regarding, the compensation for the Chief Executive Officer
and other executive officers of the Company, including, as applicable, (a) base
salary, (b) bonus, (c) long-term incentive and equity compensation, and (d) any
other compensation, perquisites, and special or supplemental
benefits.

      


      3.        
     Establish and modify the terms and conditions of
employment of the Chief Executive Officer and other executive officers of the
Company, by contract or otherwise.

      


      4.         
    Make recommendations to the full Board regarding the
fees and other compensation to be paid to members of the Board for their service
as directors and as members of committees of the Board.

      


      5.          
   Administer the stock plans of the Company (other than with
respect to stock option grants to members of the Board of Directors, which shall
be considered by the entire Board) in accordance with the terms of such plans
and to grant and issue, or recommend the grant and issuance of, awards
thereunder, including stock options, stock units, restricted stock and stock
appreciation rights, to executive officers of the Company.

      


      6.         
    Review the Company’s incentive compensation and other
benefit plans and practices and recommend changes in such plans and practices to
the Board.

      


      7.         
    Administer the other compensation plans that may be
adopted from time to time as authorized by the Board, including the Company’s
Employee Stock Purchase Plan and 401(k) Plan(s).


      
        
           


        

        
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      8.        
     Prepare or cause to be prepared the Compensation
Committee report on executive compensation as required by SEC rules for
inclusion in the Company’s annual proxy statement or Annual Report on Form 10-K
filed with the SEC and any other reports or disclosure required with respect to
such Committee by any applicable proxy or other rules of the SEC.

      


      9.       
      Perform such other activities and functions
related to executive compensation as may be assigned from time to time by the
Board.

       

       

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