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APPENDIX C
ASSURANT, INC. COMPENSATION COMMITTEE CHARTER
COMPENSATION COMMITTEE
OF THE BOARD OF DIRECTORS OF ASSURANT, INC.
CHARTER
The Compensation Committee (the “Committee”) shall:
Composition and Qualifications
The Committee shall be comprised of three or more members of the Board of Directors. Within the time period required by the New York
Stock Exchange, Inc. (the “NYSE”) for companies listing in conjunction with their initial public offering, each member of the Committee shall
be a director who is determined by the Board of Directors to be “independent” under the rules of the NYSE and shall meet any other standards
of independence as prescribed for purposes of any federal securities laws or other laws relating to the duties and responsibilities of the
Committee. Additionally, no director may serve unless he or she (i) is a “Non-employee Director” for purposes of Rule 16b-3 under the
Securities Exchange Act of 1934, as amended, and (ii) satisfies the requirements of an “outside director” for purposes of Section 162(m) of the
Internal Revenue Code.
Appointment and Removal
The members of the Committee shall be appointed by the Board of Directors and shall serve until such member’s successor is duly elected
and qualified or until such member’s earlier resignation or removal. The members of the Committee may be removed, with or without cause,
by a majority vote of the Board of Directors.
Chairman
Unless a Chairman is elected by the full Board of Directors, the members of the Committee shall designate a Chairman by majority vote of
the full Committee membership. The Chairman shall be entitled to cast a vote to resolve any ties. The Chairman will chair all regular sessions
of the Committee and set the agendas for Committee meetings.
Delegation of Responsibilities
In fulfilling its responsibilities, the Committee shall be entitled to delegate any or all of its responsibilities to (i) a subcommittee of the
Committee, or (ii) with regard only to awards under the Company’s incentive or equity-based compensation plans to non-
executive officers and
employees, to the Company’s Chief Executive Officer, provided that such delegation is narrowly defined to cover a certain incentive or equity-
based plan of the Company, and the authority granted is with regard to a specified number or amount of awards.
C-1
I.
PURPOSE
A. Discharge the responsibilities of the Board of Directors to the stockholders, potential stockholders and investment community with
respect to the corporation
’
s compensation programs and compensation of the corporation
’
s executives; and
B. Produce an annual report on executive compensation for inclusion in the corporation’s annual proxy statement, in accordance with
applicable rules and regulations of the New York Stock Exchange, Inc. (the “NYSE”), Securities and Exchange Commission (the “SEC”)
and other regulatory bodies.
II.
STRUCTURE AND OPERATIONS