Compensation Committee

UpStart has a wide range of expertise in assisting the Board of Directors and their Compensation Committees. Today's shareholders are demanding a stronger correlation between performance and pay, and are demanding that compensation be tied to increased shareholder value. These are the keys to our approach in handling Executive and Board compensation.

As a result of Dobbs–Franks, Sarbanes–Oxley legislation, SEC Proxy Disclosure Rules, and investor and shareholder concerns, Boards and Management are searching for the right answer for their compensation programs. There are many equity vehicles, such as restricted stock, stock options, and performance shares, that provide an effective linkage between the Board, Management, and the Shareholders.

The compensation committee advisory services are designed to assist the Compensation Committee and its Chair in effectively managing the Committee function and fulfilling the Committee's responsibilities. This program introduces and provides the Committee specific knowledge and expertise that may not be fully employed in the current Compensation Committee structure.

In connection with the existing and new activities and responsibilities for the Compensation Committee and its Chair the advisory services include, but is not limited to the following:

• Ensuring that the Committee has a Charter which meets all corporate governance and regulatory standards to guide the Committee's responsibilities from which a well–considered calendar of activities and meetings agendas can be developed
• Assist in or prepare each Committee meeting agenda and related minutes
• As the primary contact between the Committee and the full Board, providing briefings of the Committee meetings
• Monitoring of Compensation Committee independence
• Periodically review and advise the Board concerning the Company's overall compensation philosophy, policies and plans, including a review of both regional and industry compensation practices and trends with a view to ensuring that senior executives are motivated to pursue the long–term growth and success of the Company and that theirperformance is clearly linked to their compensation
• Make recommendations to the Committee regarding the establishment and terms of the Company's incentive compensation plans and equity compensation plans, and administersuch plans
• Advise management on the composition of any peer group used for comparison purposes
• Recommend to the Committee stock ownership guidelines for the Company's executive officers and non-employee directors, and periodically assess such guidelines and recommend revisions, as appropriate
• Review and discuss with the Committee disclosures in the Company's "Compensation Discussion and Analysis" and any other disclosures regarding executive compensation to be included in the Company's public filings or shareholder reports
• Provide support with the development of effective programs focused on Director's Pay, Retainers, and Equity Compensation
• Review and evaluate Committee member performance, through interviews and formal questionaires