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Organizational Development & Compensation Committee Charter

The Board of Directors of Alpha Pro Tech, Ltd. has constituted and established an Organizational Development & Compensation Committee with authority, responsibility and specific duties as described in this committee charter.

Composition

The committee shall consist of three Directors who are independent of the management and free from any relationship that, in the opinion of the Board of Directors, would interfere with the exercise of independent judgment as a committee member. Members and the Chairperson will be chosen annually by the Board of Directors.

Principal Responsibilities

  1. Review the Company's executive compensation programs to ensure the attraction, retention and appropriate reward of executive officers, to motivate their performance in the achievement of the Company's business objectives, and to align the interest of executive officers with the long-term interests of the Company's shareholders.
  2. Review and recommend to the Board, base salary amounts for the CEO. The CEO shall not be present during voting or deliberations with respect to his compensation.
  3. Review and recommend to the Board, base salary amounts for the CEO and all other officers.
  4. Review and recommend to the Board, Annual Incentive Programs and payout of such plans for the CEO and key executives.
  5. Review and recommend to the Board, individual stock option grants, as well as all policies related to the issuance of options within the Company.
  6. Act on recommendations of management regarding pension, 401(k) and other benefit plans established by the Company.
  7. Review and recommend to the Board, annual performance objectives of the CEO/Company. This includes year-end and periodic reviews of CEO performance to the annual objectives.
  8. Review and report to the Board on the Company's organizational development activities. This includes succession planning and training of all management levels.
  9. Serve as a resource to the CEO in matters relating to succession planning, management development and talent utilization.
  10. Conduct annual review and make recommendations to the Board on Director compensation.
  11. Approve revisions to the Company's executive salary range structure and annual increase guidelines.
  12. Communicate in the annual Board Compensation Committee Report to the Shareholders, the factors and criteria on which the CEO's compensation for the prior year was based, including the relationship of the Company's performance to the CEO's compensation.
  13. When appropriate, hire experts in the field of Executive Compensation to assist the Committee with its review.
  14. At each Board meeting, report on the Committee's activities.

Meetings

The Organizational Development & Compensation Committee will meet a minimum of four times per year, coinciding with four Board meetings. More meetings may be held as deemed necessary by the Committee Chair. Minutes of each meeting will be prepared by the committee member designated as secretary of the meeting by the Chair and will be filed with the Board.