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Compensation Committee Charter

Purpose

The purpose of the Compensation Committee shall be to:

  1. establish, review and recommend to the Board compensation and incentive plans and programs;
  2. review and approve compensation and awards under compensation and incentive plans and programs for the CEO and senior officers;

with the intention of attracting, retaining and appropriately rewarding employees in order to motivate their performance in the achievement of Silver Standard’s business objectives and align their interests with the long-term interests of Silver Standard’s shareholders.

Committee Membership

The members of the Committee shall be appointed by the Board of Directors. The Committee shall be composed of not less than three members of the Board. Each member shall be:

  1. "independent" in accordance with applicable law, including the rules and regulations of the Securities and Exchange Commission and the rules of the Nasdaq Stock Market.; and
  2. "unrelated" in accordance with the Corporate Governance Guidelines of the Toronto Stock Exchange.

The Chairman of the Committee shall be designated by the Board of Directors. Compensation Committee members serve at the pleasure of the Board, and Committee members may be replaced by the Board.

Independence

The members of the Compensation Committee must be independent of Silver Standard as defined in Section 10A(m)(3) of the Exchange Act.

In order to be considered to be independent (as defined in Section 10A(m)(3) of the Securities Exchange Act of 1934) for purposes of this Charter, a member of the Compensation Committee of Silver Standard may not, other than in his or her capacity as a member of the Compensation Committee, the board of directors, or any other board committee:

  1. accept directly or indirectly any consulting, advisory, or other compensatory fee from Silver Standard or any of its subsidiaries; or
  2. be an affiliated person of Silver Standard or any of its subsidiaries.

In this Charter:

  1. the term affiliate of, or a person affiliated with, a specified person, means a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the person specified.
  2. a person will be deemed not to be in control of a specified person for purposes of this section if the person:
    1. is not the beneficial owner, directly or indirectly, of more than 10% of any class of voting equity securities of the specified person; and
    2. not an executive officer of the specified person.
  3. The following persons will be deemed to be affiliates:
    1. an executive officer of an affiliate;
    2. a director who also is an employee of an affiliate;
    3. a general partner of an affiliate; and
    4. a managing member of an affiliate.
  4. The term control (including the terms controlling, controlled by and under common control with) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract, or otherwise.
  5. The term indirect acceptance by a member of an Compensation Committee of any consulting, advisory or other compensatory fee includes acceptance of such a fee by a spouse, a minor child or stepchild or a child or stepchild sharing a home with the member or by an entity in which such member is a partner, member, an officer such as a managing director occupying a comparable position or executive officer, or occupies a similar position (except limited partners, non-managing members and those occupying similar positions who, in each case, have no active role in providing services to the entity) and which provides accounting, consulting, legal, investment banking or financial advisory services to Silver Standard or any of its subsidiaries.

Unrelated

An "unrelated director" means a director who is independent of management and is free from any interest and any business or other relationship which could, or could reasonably be perceived to, materially interfere with the director’s ability to act with a view to the best interests of the company, other than interests and relationships arising from shareholding.

Meetings

The Compensation Committee will meet as often as the Chair shall determine to be necessary or appropriate but at least two times during each year. Reports of meetings of the Committee shall be made to the Board of Directors at its next regularly scheduled meeting following the Committee meeting, accompanied by any recommendations that were approved by the Committee.

Authority and Resources

The Committee may request any officer or employee of Silver Standard or Silver Standard’s outside counsel to attend a Committee meeting. The Committee has the right at any time to obtain advice, reports or opinions from internal and external counsel and expert advisors and has the authority to hire independent legal, financial and other advisors as it may deem necessary, at Silver Standard’s expense, without consulting with, or obtaining approval from, any officer of Silver Standard in advance.

Compensation Committee Duties and Responsibilities

Duties and responsibilities of the Compensation Committee include:

  • reviewing and making recommendations to the Board of Directors with respect to the compensation, including compensation criteria and incentives and annual performance review, of the Chief Executive Officer, for final approval by the Board of Directors;
  • reviewing and providing guidance to the Board of Directors with respect to the compensation, including compensation criteria and incentives, of the executive officers of Silver Standard, as recommended by the Chief Executive Officer, for final approval by the Board of Directors;
  • reviewing and providing guidance to the Board of Directors with respect to the compensation, including compensation criteria and incentives, of the directors of Silver Standard;
  • reviewing and making recommendations to the Board of Directors regarding other plans that are proposed for adoption or adopted by Silver Standard for the provision of compensation to employees of, directors of and consultants to Silver Standard;
  • advising on the development of management succession plans by the Board;
  • preparing an annual report on executive compensation to the shareholders of Silver Standard for the management information circular for the annual and general meeting of Silver Standard’s shareholders;
  • reviewing and assessing, annually, the Compensation Committee charter and submitting any changes deemed necessary or advisable for approval of the Board of Directors; and
  • performing other functions as requested by the Board of Directors.