I-trax Board Committee Charters - Compensation

I-TRAX, INC.
COMPENSATION COMMITTEE CHARTER
Adopted February 16, 2006

I. Purpose

The Compensation Committee (the “Committee”) is appointed by the Board of Directors (the “Board”) of I-trax, Inc. (the “Company”) to:

• Oversee the Company’s compensation and benefits policies;
• Evaluate senior executive performance;
• Oversee and set compensation for the Company’s senior executives; and
• Prepare the report on executive compensation to be included in the Company’s annual proxy statement as required by the Securities and Exchange Commission rules.

II. Committee Membership

The Committee must be comprised of at least three members who satisfy the independent requirements as defined by the American Stock Exchange Rules. Committee members will be appointed by the Board. The Board may designate one member of the Committee as its Chair.

III. Committee Authority and Responsibilities

The Committee will:

1. Recommend to the Board an executive compensation policy that is designed to
   • support overall business strategies and objectives,
   • attract, retain and motivate key executives,
   • link compensation with business objectives and organizational performance,
   • align executive officer’s interests with those of the Company’s stockholders, and
   • provide competitive compensation opportunities.
2. Review and approve periodically a general compensation policy and salary structure for management and all other employees of the Company and its subsidiaries, which considers business and financial objectives, industry and labor market best pay practices and/or such other information as may be deemed appropriate.
3. Approve bonus, profit sharing, stock options, restricted stock awards and other incentive compensation of the Chief Executive Officer and other officers of the Company. Approve, in the aggregate, stock options, other equity compensation and annual bonuses for all other employees. In the case of the Chief Executive Officer, all compensation recommendations will be presented to the independent directors of the Board in executive session for final approval.
4. Review annually the job performance of and approve the base salary and all salary changes for (a) the Chairman, the Chief Executive Officer and the President, and (b) with the involvement of the Chairman and the Chief Executive Officer, the other officers of the Company, including, as applicable, review of performance target goals established from time to time at the beginning of a performance period and determination of whether performance goals have been achieved at the end of a performance period. In the case of the Chairman and the Chief Executive Officer, all compensation recommendations will be presented to the independent directors of the Board in executive session for final approval.
5. Review and recommend for approval to the Board new incentive plans or changes to existing incentive plans.
6. Review and approve the operating rules under the Company’s incentive compensation plans.
7. Review and recommend for approval to the Board new defined benefit and contribution plans and other welfare benefit plans or changes to such existing plans.
8. Supervise on behalf of the Board the administration of compensation, incentive and benefit plans approved by the Board and/or stockholders, in a manner consistent with the terms of such plans, including the grant of stock options and stock awards to employees of and consultants to the Company.
9. Subject to the prior consent of the Board, engage independent compensation consultants or outside legal consultants as necessary or appropriate to advise the Committee.
10. Provide oversight and guidance as the Company undertakes appropriate planning for management succession.
11. Review the non-employee or independent directors’ compensation program for competitiveness and plan design and recommend changes as appropriate to the Board.
12. Annually report to stockholders on the compensation of the Company’s officers in general and the Chief Executive Officer in particular.
13. Review its Charter annually and undertake additional activities within the scope of its Charter as the Committee may from time to time determine.
14. Act on behalf of the Board on compensation matters that require action between regularly scheduled Board meetings.

IV. Meetings

The Committee will meet at such times as it determines to be necessary or appropriate, but not less than once a year, and will report to the Board at the next meeting of the Board following each such Committee meeting. Neither the Chairman nor the Chief Executive Officer should attend that portion of any meeting where such executive’s performance or compensation is discussed, unless specifically invited by the Committee.

The Committee may adopt such rules and procedures for the conduct of its affairs as it deems necessary or appropriate if not inconsistent with the Company’s Amended and Restated Bylaws.

A majority of the members of the Committee shall constitute a quorum.

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