Compensation Committee Charter

The primary purposes of the Compensation Committee (the "Committee") are to (i) assist the Board of Directors (the "Board") in discharging its responsibilities with respect to compensation and benefits of the Company's executive officers and directors, (ii) produce an annual report on executive compensation for inclusion in the Company's proxy statement in accordance with the applicable rules and regulations and (iii) administer the Company's stock option plans.

The Committee shall consist of no fewer than two persons, each of whom shall be a member of the Board. Except as permitted by applicable rules of The NASDAQ Stock Market, Inc. (the "NASDAQ"), each member of the Committee shall qualify as an independent director under criteria established by the applicable listing standards of the NASDAQ and other applicable laws and regulations.

Committee members shall be elected by the Board at a meeting of the Board; members shall serve until their successors shall be duly elected and qualified. The Board may, at any time, remove any member of the Committee and fill the vacancy created by such removal. The Committee's chairman shall be designated by the full Board, comprising a majority of independent directors, or the full Committee.

The Committee shall have the power and authority of the Board to perform the following duties and to fulfill the following responsibilities:

  1. Determine all compensation for the Chief Executive Officer, including incentive-based and equity-based compensation;
  2. Review and approve corporate goals relevant to the compensation of the Chief Executive Officer and evaluate the Chief Executive Officer's performance in light of these goals and objectives;
  3. Consider, in determining the long-term incentive component of compensation for the Chief Executive Officer, the Company's performance and relative stockholder return, the value of similar incentive awards to chief executive officers at comparable companies, and the awards given to the Company's Chief Executive Officer in past years;
  4. Review and approve incentive-based or equity-based compensation plans in which the Company's executive officers participate, and review and approve salaries, incentive and equity awards for other executive officers;
  5. Approve all employment, severance, or change-in-control agreements, special or supplemental benefits, or provisions including the same, applicable to executive officers;
  6. Periodically review and advise the Board concerning both regional and industry-wide compensation practices and trends in order to assess the adequacy and competitiveness of the Company's compensation programs for the Chief Executive Officer, other executive officers and directors relative to comparable companies in the Company's industry;
  7. Develop guidelines and review the compensation and performance of executive officers of the Company;
  8. Review and propose to the Board, from time to time, changes in director compensation;
  9. Prepare an annual report on executive compensation for inclusion in the Company's proxy statement for the annual meeting of stockholders, in accordance with applicable rules and regulations;
  10. Administer the Company's various stock option plans;
  11. Review and establish appropriate coverage for the Company's D&O insurance;
  12. Update and advise the Board regarding potential and upcoming changes in SEC requirements and/or disclosures;
  13. Annually review and reassess the adequacy of this charter and recommend any proposed changes to the Board for approval; and
  14. Perform any other activities under this charter, the Company's by-laws or governing law as the Committee or the Board deems appropriate.

The Committee will meet no less than once a year. Special meetings may be convened as required. A majority of the members of the Committee shall constitute a quorum for the transaction of business, and, if a quorum is present, any action approved by at least a majority of the members present shall represent the valid action of the Committee. The chairman of the Committee will preside at each meeting and, in consultation with the other members of the Committee, will set the frequency and length of each meeting and the agenda of items to be addressed at each meeting. The Committee may form subcommittees and delegate authority to them or to one or more of its members when appropriate.

The Chief Executive Officer may not be present during voting or deliberations relating to his or her compensation.

The Committee, in discharging its oversight role, is empowered to study or investigate any matter of interest or concern that the Committee deems appropriate and request information from management in connection with such investigation. The Committee may, in its sole discretion, retain or obtain the advice of or terminate any compensation consultant, outside legal counsel or other adviser to be used to assist in the performance of the Committee's duties under this charter. The Committee shall be directly responsible for the appointment, compensation and oversight of the work of any compensation consultant, outside legal counsel and other adviser retained by the Committee. The Company shall provide for appropriate funding, as determined by the Committee, for payment of reasonable compensation to a compensation consultant, outside legal counsel or any other adviser retained by the Committee. However, the Committee shall not be required to implement or act consistently with the advice or recommendations of its compensation consultant, legal counsel or other advisor to the Committee and the authority granted in this charter shall not affect the ability or obligation of the Committee to exercise its own judgment in fulfillment of its duties under this charter.

In retaining or seeking advice from compensation consultants, outside counsel and other advisors (other than the Company's in-house counsel), the Committee must take into consideration the applicable factors set forth in the NASDAQ Stock Market LLC Marketplace Rules. The Committee may retain, or receive advice from, any compensation advisor it prefers, including ones that are not independent, after considering such factors. The Committee is not required to assess the independence of any compensation consultant or other advisor that acts in a role limited to consulting on any broad-based plan that does not discriminate in scope, terms or operation in favor of executive officers or directors and that is generally available to all salaried employees or providing information that is not customized for a particular company or that is customized based on parameters that are not developed by the consultant, counsel or advisor, and about which the consultant, counsel or advisor does not provide advice.

The Committee shall maintain written minutes of its meetings, which minutes will be filed with the minutes of the meetings of the Board.

As amended,
Effective November 25, 2014


Committee Members

Howard L. Haronian, M.D.
Howard L. Haronian, M.D.
Director
Dr. Haronian has served as a director of Towerstream since inception in December 1999. Dr. Haronian is an interventional cardiologist and has been president of Cardiology Specialists, Ltd. of Rhode Island since 1994. Dr. Haronian has also been a member of the clinical faculty of the Yale School of Medicine since 1994 and has served as the director of the cardiac catheterization program at Yale-New Haven Hospital since 2003. Immediately following our reverse merger with Towerstream on January 12, 2007, Mr. Haronian became a director.
William Bush
William Bush
Director
Mr. Bush has served as a director since January 2007. Mr. Bush has been an executive officer of Handheld Entertainment, Inc. (NasdaqCM: ZVUE) since January 2006 and became its chief financial officer on June 26, 2006. Mr. Bush has over 15 years of experience in accounting, financial support and business development. From 2002 to 2005, Mr. Bush was the chief financial officer and secretary for International Microcomputer Software, Inc. (OTCBB: IMSI.OB), a developer and distributor of precision design software, content and on-line services. Prior to that he was a director of business development and corporate controller for Buzzsaw.com, Inc. Mr. Bush was one of the founding members of Buzzsaw.com, Inc., a privately held company spun off from Autodesk, Inc. in 1999, focusing on online collaboration, printing and procurement applications. From 1997 to 1999, Mr. Bush worked as corporate controller at Autodesk, Inc. (NasdaqGM: ADSK), the fourth largest software applications company in the world. Prior to that, Mr. Bush worked for seven years in public accounting, first with Ernst & Young, and later with Price Waterhouse in Munich, Germany. Mr. Bush holds a B.S. in Business Administration from U.C. Berkeley and is a Certified Public Accountant.