fs1nov09ex10xxx_celsius.htm


    Exhibit
10.7

     

    CELSIUS
HOLDINGS, INC.

     

    COMPENSATION
COMMITTEE CHARTER

     

    NOVEMBER
6, 2009

     

    Purpose

     

    The
purpose of the Compensation Committee (the "Committee")
of the Board of Directors (the "Board")
of Celsius Holdings, Inc. (the "Corporation")
shall be to evaluate and approve and recommend officer and director compensation
arrangements, plans, policies and programs of the Corporation, and to administer
the Corporation's equity-based compensation plans for employees, whether adopted
prior to or after the date of adoption of this Charter.

     

    Composition
of the Compensation Committee

     

    The
Committee will be appointed by, and shall serve at the discretion of, the Board,
and will consist of not fewer than two members of the Board, with the exact
number being determined by the Board. Each of the members of the Committee will
be:

     

    
      	
              ·  

            	
              an
      "independent director" as defined under the applicable rules and
      regulations of The NASDAQ Stock Market, as amended from time to time (the
      "Rules"),
      except as may otherwise be permitted by such
  Rules;

            


    

     

    
      	
              ·  

            	
              a
      "non-employee director," as defined in Rule 16b-3 under Section 16 of the
      Securities Exchange Act of 1934, as amended (the "Exchange
      Act"); and

            


    

     

    
      	
              ·  

            	
              an
      "outside director" under Regulation Section 1.162-27 promulgated under
      Section 162(m) of the Internal Revenue Code of 1986, as
      amended.

            


    

     

    Unless a
Chairperson of this Committed is elected by the Board, the members of this
Committee may designate a Chairperson.

     

    Responsibilities

     

    The
following shall be the principal recurring duties of the Committee in carrying
out its responsibilities. These duties are set forth as a guide with the
understanding that the Committee may supplement them as appropriate and may
establish policies and procedures from time to time that it deems necessary or
advisable in fulfilling its responsibilities under this Charter, the
Corporation's By-Laws and governing law.

     

    
      	
              1.  

            	
              The
      Committee will have the authority to determine and approve and recommend
      the form and amount of compensation to be paid or awarded to the
      Corporation's officers, including executive officers as defined under
      Section 16 of the Exchange Act and the rules promulgated thereunder
      ("Executive
      Officers"). Without limiting the foregoing, the Committee will
      annually review and approve the corporate goals and objectives relevant to
      the compensation of the Chief Executive Officer ("CEO")
      and the Corporation's other Executive Officers. The Committee shall have
      the authority to make decisions respecting (i) CEO and Executive Officer
      employment and severance contracts and arrangements, (ii) salary paid to
      the CEO and Executive Officers, (iii) the grant of all cash-based bonuses
      and equity-based compensation to the CEO and Executive Officers, (iv) the
      entering into or amendment or extension of any employment contract or
      similar arrangement with the CEO and Executive Officers, (v) any
      

            


    

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

     

    
      
        	
                  

              	
                CEO
      and Executive Officers severance or change in control arrangement, and
      (vi) any other CEO and Executive Officers compensation matters as from
      time to time directed by the Board. The Committee shall take account of
      the recommendations of the Corporation's CEO for other Executive Officers
      with respect to each of the foregoing items. The Committee may delegate
      authority to subcommittees of the Committee or to Executive Officers with
      respect to compensation determinations for persons who are not Executive
      Officers.

              


      

       

    

    
      	
              2.  

            	
              The
      Committee will have the authority to determine the form and amount of cash
      and equity compensation to be paid or awarded to the Corporation's
      non-employee directors, including compensation for service on the Board or
      on committees of the Board.

            


    

     

    
      	
              3.  

            	
              The
      Committee will annually review and make recommendations to the Board with
      respect to adoption and approval of, or amendments to, all cash-based and
      equity-based incentive compensation plans and arrangements, and the
      amounts and shares reserved thereunder after taking into consideration the
      Corporation's strategies with respect to short and long-term cash and
      equity-based compensation.

            


    

     

    
      	
              4.  

            	
              The
      Committee will: (i) approve grants of stock, stock options or stock
      purchase rights to individuals eligible for such grants (including grants
      in compliance with Rule 16b-3 promulgated under the Exchange Act to
      Executive Officers); (ii) interpret the Corporation's equity-based
      compensation plans and agreements thereunder; and (iii) determine
      acceptable forms of consideration for stock acquired pursuant to the
      Corporation's equity-based incentive compensation plans. The Committee may
      delegate to the Corporation's Chief Executive Officer the authority to
      approve options to employees of the Corporation or of any subsidiary of
      the Corporation who are not directors of the Corporation or Executive
      Officers, provided that such options are to purchase fewer than 100,001
      shares in any one year period, and provided further, that the price per
      share is no less than the fair market value of the Corporation's common
      stock on the date of grant.

            


    

     

    
      	
              5.  

            	
              The
      Committee will periodically review the Corporation's procedures with
      respect to employee loans, and will not approve any arrangement in which
      the Corporation, directly or indirectly, extends or maintains credit,
      arranges for the extension of credit or renews an extension of credit, in
      the form of a personal loan to or for any director of the Corporation or
      any Executive Officer (or equivalent thereof) of the Corporation. The
      Committee will assist the Board and management of the Corporation in
      complying with this prohibition.

            


    

     

    
      	
              6.  

            	
              The
      Committee will meet with the Corporation's Chief Executive Officer within
      90 days after the commencement of each fiscal year to discuss the
      incentive compensation programs to be in effect for the Corporation's
      Executive Officers for such fiscal year and the corporate goals and
      objectives relevant to those
programs.

            


    

     

    
      	
              7.  

            	
              The
      Committee will prepare an annual report on executive compensation to the
      Corporation's stockholders for inclusion in the proxy statement for the
      Corporation's annual meeting in accordance with the rules and regulations
      of the Securities and Exchange
Commission.

            


    

     

    
      	
              8.  

            	
              The
      Committee will review this Charter periodically and recommend to the Board
      any changes it determines are
appropriate.

            


    

     

    
      	
              9.  

            	
              The
      Committee will have the authority and right, at the expense of the
      Corporation, to retain and terminate compensation consultants, legal
      counsel and other advisors of its choosing to assist the Committee in
      connection with its functions. The Committee shall have the sole
      

            


    

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

          

    
       

      
        	
                  

              	
                authority
      to approve the fees and other retention terms of such consultants and
      advisors. The Corporation shall provide for appropriate funding, as
      determined by the Committee, for payment of compensation to any such
      advisors employed by the Committee pursuant to this Charter or the
      commission of any necessary studies or surveys concerning the levels of
      executive compensation payable in the industry in which the Corporation is
      engaged and in other related industries and to obtain recommendations from
      outside consultants concerning compatible pay programs, as
      appropriate.

              


      

       

    

    
      	
              10.  

            	
              The
      Committee will perform any other activities required by applicable law,
      rules or regulations, including the rules of the Securities and Exchange
      Commission and any exchange or market on which the Corporation's capital
      stock is traded, and perform other activities that are consistent with
      this Charter, the Corporation's Certificate of Incorporation and Bylaws,
      and applicable laws, rules or regulations as the Committee, any other
      committee of the Board or the Board deems necessary or
      appropriate.

            


    

     

    Proxy
Statement Disclosures

     

    The
Committee will be responsible for annually providing a report in the
Corporation's proxy statement in accordance with the requirements of Schedule
14A of the proxy rules.

     

    Meetings,
Minutes and Reports to the Board

     

    The
Committee will meet in response to the needs of the Board or as otherwise
determined by the Chairperson of the Committee.

     

    The
Committee will maintain written minutes of its meetings. The Committee will make
regular reports to the Board.