RadNet Compensation and Management Development Committee
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As Revised on May 9, 2017

I. PURPOSE AND PRINCIPAL DUTIES

The primary purpose of the Compensation and Management Development Committee (the “Committee” or “Compensation Committee”) of the Board of Directors (“Board”) of RadNet, Inc. (the “Company”) is to assist the Board in discharging its responsibilities relating to compensation for the Company's officers and directors.  The Committee's principal duties are to (i) assist the Board in developing and reviewing compensation programs and strategy applicable to the Company’s directors and senior executives, and overseeing the Company's overall compensation philosophy; (ii) make recommendations to the Board with respect to incentive-compensation plans and equity-based plans and interpret and administer such plans; (iii) review and discuss with the Company’s management the tables and narrative discussion regarding executive officer and director compensation to be included in the Company’s public filings, including its annual proxy statement; and (iv) prepare the report of the Committee required by the rules of the Securities and Exchange Commission (the “SEC”) to be included in the Company's annual proxy statement.

II. MEMBERSHIP

The Committee shall consist of two or more members of the Board, or such lower number as may be allowed by the listing standards of the NASDAQ Stock Market LLC (“NASDAQ”) or such other national securities exchange on which the Company’s securities are then listed, as the same may be amended from time to time (the “listing standards”). Subject to the requirements of the listing standards and the Bylaws of the Company, the members of the Committee shall be appointed by and serve at the discretion of the Board. Committee members may be removed, without cause, by the affirmative vote of the majority of the Board at any time. Any Committee member may resign effective upon giving oral or written notice to the Chairman of the Board, the Corporate Secretary or the Board (unless the notice specifies a later time for the effectiveness of such resignation).Vacancies occurring on the Committee shall be filled by the Board. The Chairman of the Committee also shall be appointed by the Board.

Each member of the Committee shall (1) be an “independent director” as defined under the listing standards, (2) be a “non-employee director” as defined in Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (3) be an “outside director” as defined in Section 162(m) of the Internal Revenue Code of 1986, as amended, (4) be free from any relationship that, in the opinion of the Board, would interfere with the exercise of independent judgment as a Committee member, and (5) meet any other requirements imposed by applicable laws, rules, regulations and listing standards, subject to any applicable exemptions and transition provisions.

III. MEETINGS AND PROCEDURES

The Committee shall meet in person or by telephone at least two times annually, or more frequently as determined appropriate by the Committee. The Committee will regularly report to the Board on significant matters related to the Committee's responsibilities, and as requested by the Board with respect to other matters.  The Committee will maintain written minutes of its meetings and will make such minutes available to the Board.

The Committee will be governed by the same rules regarding meetings (including meetings by conference telephone or similar communications equipment), action without meetings, notice, waiver of notice, and quorum and voting requirements as are applicable to the Board.

The Committee may invite members of management to its meetings as it deems appropriate. However, the Committee shall meet regularly without such members present, and in all cases the Chief Executive Officer (“CEO”) and any other executive officers shall not be present at meetings at which their compensation or performance is discussed or determined.

IV. RESPONSIBILITIES AND AUTHORITY

The following are general guidelines establishing the responsibilities and authority of the Committee.  This list is not intended to be exhaustive, and the Committee may modify the list as appropriate, establishing policies and procedures as required or recommended to meet its purpose and carry out its principal functions.

  1. Annually review and approve corporate goals and objectives relevant to CEO compensation, evaluate the CEO’s performance in light of those goals and objectives, and determine and approve the CEO’s compensation levels, including base, bonus and incentive compensation.  In evaluating and determining CEO compensation, the Committee shall consider the results of the most recent stockholder advisory vote on executive compensation required by Section 14A of the Exchange Act (“Say on Pay Vote”).  The CEO cannot be present during any voting or deliberations by the Committee on his or her compensation.

  2. Annually review and determine the base salary for each executive officer other than the CEO, and consider and approve the aggregate maximum value of bonus and incentive compensation that may be awarded to each named executive officer other than the CEO. Identify guidelines and limitations with respect to the CEO’s determination of  bonus and incentive compensation awarded to senior executive officers and certain other senior management (other than the CEO).  In evaluating and determining the guidelines and limitations with respect to the bonus and incentive compensation awarded to executive officers and certain other senior management, the Committee shall consider the results of the most recent Say on Pay Vote, the respective performance of such executive officer or member of senior management, and any recommendations made by the CEO with respect thereto.

  3. Review matters relating to management succession, including, but not limited to, compensation.

  4. Review and, either as a committee or together with the other independent directors (as directed by the Board), approve all employment agreements and any severance arrangements or plans, including any benefits to be provided in connection with a change in control, for the Company’s CEO, executive officers and certain other senior management, which includes the ability to adopt, amend and terminate such agreements, arrangements or plans.

  5. Review the Company’s incentive compensation arrangements to determine whether they encourage excessive risk-taking, to review and discuss at least annually the relationship between risk management policies and practices and compensation, and to evaluate compensation policies and practices that could mitigate any such risk.

  6. Make recommendations to the Board with respect to incentive-compensation plans and equity-based plans and interpret and administer such plans, including but not limited to determining eligibility, the number and type of equity awards available for grant, approving grants under the plans and the terms of such grants.

  7. Appoint, monitor and terminate plan trustees, and monitor, adopt, amend and terminate the Company’s qualified and non-qualified pension plans.

  8. Make recommendations to the Board regarding independent director compensation.

  9. Review and discuss with management the Company’s Compensation Discussion and Analysis (“CD&A”) and determine whether to recommend to the Board that the CD&A be included in the Company's proxy statement and/or annual report on Form 10-K.

  10. Prepare the report of the Committee required by the rules of the SEC to be included in the Company's annual proxy statement.

  11. Oversee the creation and implementation of the Company’s compensation philosophy and strategy.

  12. Oversee the Company’s compliance with any applicable requirements under listing standards that, with limited exceptions, stockholders must approve equity compensation plans.

  13. Monitor the Company’s compliance with the requirements of the Sarbanes-Oxley Act of 2002 (including relating to 401(k) plans and loans to directors and officers), the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, each as amended, and other applicable laws, regulations and rules, and oversee the Company's response to regulatory developments, in each case relating to compensation arrangements for directors and executive officers.

  14. Determine, as applicable, stock ownership guidelines for the CEO and other executives and monitor compliance with such guidelines.

  15. The Committee shall have the authority to delegate any of its responsibilities, along with the authority to take action in relation to such responsibilities, to one or more subcommittees as the Committee may deem appropriate in its sole discretion.

  16. Annually review, evaluate and assess the Committee’s own performance and compliance with this Charter.

  17. Annually review this Charter and periodically revise, as determined appropriate by the Committee.

  18. Perform any other activities consistent with this Charter, the Company's Bylaws and governing law, as the Compensation Committee or the Board deems necessary or appropriate.

V. OUTSIDE ADVISORS

The Committee shall have the authority, in its sole discretion, to select, retain and obtain the advice of a compensation consultant as necessary to assist with the execution of its duties and responsibilities as set forth herein. The Committee shall set the compensation, and oversee the work, of the compensation consultant. The Committee shall have the authority, in its sole discretion, to retain and obtain the advice and assistance of outside legal counsel and such other advisors as it deems necessary to fulfill its duties and responsibilities. The Committee shall set the compensation, and oversee the work, of its outside legal counsel and other advisors. The Company shall provide appropriate funding, as determined by the Committee, for the payment of compensation to any advisors 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 advisors to the Committee, and the authority granted herein shall not affect the ability or obligation of the Committee to exercise its own judgment in fulfillment of its duties.

In retaining or seeking advice from compensation consultants, outside legal counsel and other advisors (other than the Company’s in-house legal counsel), the Committee must take into consideration the factors specified in NASDAQ Listing Rule 5605(d)(3). The Committee may retain, or receive advice from, any compensation advisor they prefer, including ones that are not independent, after considering the specified 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 or advisor, and about which the consultant or advisor does not provide advice.

The Committee shall evaluate whether any compensation consultant retained or to be retained by it has any conflict of interest in accordance with Item 407(e)(3)(iv) of Regulation S‑K.

VI. CONSISTENCY WITH CERTIFICATE OF INCORPORATION AND BYLAWS

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, the Certificate of Incorporation or Bylaws, as appropriate, shall fully control.