Exhibit
10.14

       

    

    COMPENSATION
COMMITTEE CHARTER

     

    PURPOSES

     

    The
Compensation Committee (the "Committee")
is appointed by the Board of Directors (the "Board") of
Rvue Holdings, Inc. (the "Company")
for the purposes of, among other things, (a) discharging the Board's
responsibilities relating to the compensation of the Company's chief executive
officer (the "CEO") and
other executive officers of the Company, (b) administering the Company's
equity-based compensation plans and (c) considering and recommending to the
Board whether the Compensation Discussion and Analysis required by the rules of
the Securities and Exchange Commission should be included in the Company's proxy
statement.

     

    RESPONSIBILITIES

     

    In
addition to such other duties as the Board may from time to time assign, the
Committee shall:

     

    
      	
               
      

            	
              

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              Establish,
      review and approve the overall executive compensation philosophy and
      policies of the Company, including the establishment, if deemed
      appropriate, of performance-based incentives that support and reinforce
      the Company's long-term strategic goals, organizational objectives and
      shareholder interests.

            


    

     

    
      	
               
      

            	
              

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              Review
      and approve the Company's goals and objectives relevant to the
      compensation of the CEO, annually evaluate the CEO's performance in light
      of those goals and objectives and based on this evaluation determine the
      CEO's compensation level, including, but not limited to, salary, bonus or
      bonus target levels, long and short-term incentive and equity
      compensation, retirement plans, and deferred compensation plans as the
      Committee deems appropriate. In determining the long-term incentive
      component of the CEO's compensation, the Committee shall consider, among
      other factors, the Company's performance and relative shareholder return,
      the value of similar incentive awards to CEO's at comparable companies,
      and the awards given to the Company's CEO in past years. The CEO shall not
      be present during voting and deliberations relating to CEO
      compensation.

            


    

     

    
      	
               
      

            	
              

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              Determine
      the compensation of all other executive officers, including, but not
      limited to, salary, bonus or bonus target levels, long and short-term
      incentive and equity compensation, retirement plans, and deferred
      compensation plans, as the Committee deems appropriate. Members of senior
      management may report on the performance of the other corporate executive
      officers of the Company and make compensation recommendations to the
      Committee who will review and, as appropriate, approve the compensation
      recommendations at a meeting at which the CEO may be present, but at which
      the CEO may not vote.

            


    

     

    
      	
               
      

            	
              

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              Receive
      and evaluate performance target goals for the senior officers and
      employees (other than executive officers) and review periodic reports from
      the CEO as to the performance and compensation of such senior officers and
      employees.

            


    

     

    
      
        
        

      

      
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              Review
      and make recommendations to the Board with respect to the adoption of, and
      amendments to, incentive compensation and equity-based plans and approve
      for submission to the stockholders all new equity compensation plans that
      must be approved by stockholders pursuant to applicable
    law.

            


    

     

    
      	
               
      

            	
              

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              Review
      and approve any annual or long-term cash bonus or incentive plans in which
      the executive officers of the Company
  participate.

            


    

     

    
      	
               
      

            	
              

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              Review
      and discuss with the Company's management the Compensation Discussion and
      Analysis required by Securities and Exchange Commission Regulation S-K,
      Item 402. Based on such review and discussion, determine whether to
      recommend to the Board of Directors of the Company that the Compensation
      Discussion and Analysis be included in the Company's annual report or
      proxy statement for the annual meeting of shareholders. Provide, over the
      names of the members of the Committee, the required Compensation Committee
      report for the Company's annual report or proxy statement for the annual
      meeting of shareholders.

            


    

     

    
      	
               
      

            	
              

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              Review
      and approve for the CEO and the other executive officers of the Company
      any employment agreements, severance arrangements, and change in control
      agreements or provisions.

            


    

     

    
      	
               
      

            	
              

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              Conduct
      an annual performance evaluation of the Committee. In conducting this
      review, the Committee shall evaluate whether this Charter appropriately
      addresses the matters that are or should be within its scope. The
      Committee shall address all matters that the Committee considers relevant
      to its performance, including at least the following: the adequacy,
      appropriateness and quality of the information received from management or
      others, the manner in which the Committees recommendations were discussed
      or debated, and whether the number and length of meetings of the Committee
      were adequate for the Committee to complete its work in a thorough and
      thoughtful manner.

            


    

     

    
      	
               
      

            	
              

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              Review
      and assess the adequacy of this charter on an annual basis and recommend
      any proposed changes to the independent directors, as such term is defined
      below, serving on the Board for approval;
and

            


    

     

    
      	
               
      

            	
              

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              Administer
      the Company's equity-based compensation plans, including the grant of
      stock options and other equity awards under such
  plans.

            


    

     

    COMPOSITION

     

    The
Committee shall be comprised of at least one (1) and no more than two (2) or
more members (including a Chairperson), all of whom shall be "independent
directors," as such term is defined in the rules and regulations of The Nasdaq
Stock Market. In addition, all of the Committee members shall be "non-employee
directors" as defined by Rule 16b-3 under the Securities Exchange Act of 1934
and "outside directors" as defined by Section 162(m) of the Internal Revenue
Code. The members of the Committee and the Chairperson shall be selected not
less frequently than annually by the Board and serve at the pleasure of the
Board. A Committee member (including the Chairperson) may be removed at any
time, with or without cause, by the Board.

     

    
      
        
        

      

      
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    MEETINGS
AND OPERATIONS

     

    The
Committee shall meet as often as necessary, but at least two times each year, to
enable it to fulfill its responsibilities. The Committee shall meet at the call
of its Chairperson or a majority of its members. The Committee may meet by
telephone conference call or by any other means permitted by law or the
Company's Bylaws. A majority of the members of the Committee shall constitute a
quorum. The Committee shall act on the affirmative vote of a majority of members
present at a meeting at which a quorum is present. Subject to the Company's
Bylaws, the Committee may act by unanimous written consent of all members in
lieu of a meeting. The Committee shall determine its own rules and procedures,
including designation of a chairperson pro tempore in the absence of the
Chairperson, and designation of a secretary. The secretary need not be a member
of the Committee and shall attend Committee meetings and prepare minutes. The
Secretary of the Company shall be the Secretary of the Compensation Committee
unless the Committee designates otherwise. The Committee shall keep written
minutes of its meetings, which shall be recorded or filed with the books and
records of the Company. Any member of the Board shall be provided with copies of
such Committee minutes if requested.

     

    The
Committee may ask members of management, employees, outside counsel, or others
whose advice and counsel are relevant to the issues then being considered by the
Committee to attend any meetings (or a portion thereof) and to provide such
pertinent information as the Committee may request. The Committee shall have
authority to delegate any of its responsibilities to one or more subcommittees
as the Committee may from time to time deem appropriate.

     

    The
Chairperson of the Committee shall be responsible for leadership of the
Committee, including preparing the agenda which shall be circulated to the
members prior to the meeting date, presiding over Committee meetings, making
Committee assignments and reporting the Committee's actions to the Board.
Following each of its meetings, the Committee shall deliver a report on the
meeting to the Board, including a description of all actions taken by the
Committee at the meeting.

     

    If at any
time during the exercise of his or her duties on behalf of the Committee, a
Committee member has a direct conflict of interest with respect to an issue
subject to determination or recommendation by the Committee, such Committee
member shall abstain from participation, discussion and resolution of the
instant issue, and the remaining members of the Committee shall advise the Board
of their recommendation on such issue. The Committee shall be able to make
determinations and recommendations even if only one (1) Committee member is free
from conflicts of interest on a particular issue.

     

     

    
      
        
        

      

      
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    AUTHORITY

     

    The
Committee has the authority, to the extent it deems appropriate, to conduct or
authorize investigations into or studies of matters within the Committee's scope
of responsibilities and to retain one or more compensation consultants to assist
in the evaluation of CEO or executive compensation or other matters. The
Committee shall have the sole authority to retain and terminate any such
consulting firm, and to approve the firm's fees and other retention terms. The
Committee shall also have the authority, to the extent it deems necessary or
appropriate, to retain legal counsel or other advisors. The Company will provide
for appropriate funding, as determined by the Committee, for payment of any such
investigations or studies and the compensation to any consulting firm, legal
counsel or other advisors retained by the Committee.

     

     

    Adopted
on May 13, 2010.

     

     

    
      
        
        

      

      
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