162(m) Subcommittee of the Compensation Committee
Wesco Aircraft Holdings, Inc.
Section 162(m) Plan Subcommittee Charter
This Section 162(m) Plan Subcommittee Charter (this “Charter”) was adopted by the Compensation Committee of the Board of Directors (the “Compensation Committee”) of Wesco Aircraft Holdings, Inc., a Delaware corporation (the “Company”), on December 10, 2014.
The Section 162(m) Plan Subcommittee (the “Subcommittee”) is appointed by and acts on behalf of the Compensation Committee. The purpose of the Subcommittee is to administer and make all determinations with respect to awards granted or compensation to be provided under the Company’s 2014 Incentive Award Plan or any successor plan (such plan or successor plan, the “Plan”) to Covered Employees (as defined in the Plan), solely with respect to compensation that is intended to qualify as “performance-based compensation” under Section 162(m) of the Internal Revenue Code, as amended, and the regulations promulgated thereunder (“Section 162(m) Compensation”).
The Subcommittee shall have the resources and authority to discharge its responsibilities, including the authority to (i) retain independent legal counsel, compensation and benefits consultants and other experts or advisors to advise the Subcommittee, (ii) approve the compensation and other retention terms of the same and (iii) terminate the same. The Company shall provide for appropriate funding, as determined by the Subcommittee, in its capacity as a subcommittee of the Compensation Committee, for payment of compensation to any advisers, employed by the Subcommittee and other expenses of the Subcommittee that are necessary or appropriate in carrying out its duties.
The Subcommittee shall be composed of at least two (2) directors as determined by the Compensation Committee. The Subcommittee shall be comprised solely of directors deemed by the Compensation Committee to be independent and who meet independence requirements of the New York Stock Exchange and who are “non-employee directors” (as defined in Rule 16b-3 under the Exchange Act) and “outside directors” (as defined in Section 162(m) of the Internal Revenue Code). The Subcommittee may not delegate any of its responsibilities to any member or members of the Subcommittee or to any other committee or subcommittee of the Company’s Board of Directors.
III. Meetings and Procedures
The Subcommittee shall meet as frequently as circumstances dictate. Meetings of the Subcommittee may be called by such procedures as the Subcommittee may determine. The Subcommittee shall establish its own agenda and shall maintain minutes of its meetings. The Subcommittee shall periodically report to the Compensation Committee the significant results of the Subcommittee’s activities.
The Subcommittee shall have the authority to establish its own rules and procedures for notice and conduct of its meetings so long as they are not inconsistent with any provisions of the Company’s bylaws that are applicable to the Subcommittee.
IV. Duties and Responsibilities
The Subcommittee shall:
- At least annually, review and approve corporate goals and objectives relevant to Section 162(m) Compensation for the Covered Employees, evaluate the Covered Employees’ performance in light of those goals and objectives and establish the level of the Covered Employees’ Section 162(m) Compensation.
- Solely with respect to the Subcommittee’s authority as set forth in paragraph 1, administer and otherwise act for and on behalf of the Compensation Committee with respect to the employee benefit plans and arrangements of the Company and its subsidiaries relating to Section 162(m) Compensation awarded to the Covered Employees.
- Administer and approve awards under the Plan with respect to the Covered Employees.
- Perform such other functions and have such other powers as may be necessary or convenient in the efficient discharge of the foregoing.
V. Consistency with Certificate
To the extent that any provision or section of this Charter may be inconsistent with any article, provision or section of the Certificate of Incorporation or Bylaws of the Company or any applicable law or regulation, the Certificate of Incorporation or the Bylaws or the law or regulation, as appropriate, shall fully control.
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