tailieunhanh - THE NOMINATING, COMPENSATION AND STOCK OPTION COMMITTEE OF HEALTHCARE SERVICES GROUP, INC.

We first examine whether the likelihood of acquisition affects the firm’s decision to split, after controlling for price run-ups and other factors that may influence a firm’s stock-split decision. Acquiring firms and their industry-size-price matching firms are pooled for all regressions. 9 We run probit regressions of the split dummy variable (equals one if there is a stock split from month −6tomonth −1, and zero otherwise) on the M&A dummy variable (equals one if the firm is an acquirer, and zero otherwise) and other control variables. If the acquirer intentionally splits its stock in anticipation of an acquisition announcement, we expect the coefficient on the M&A dummy to be. | CHARTER OF THE NOMINATING COMPENSATION AND STOCK OPTION COMMITTEE OF HEALTHCARE SERVICES GROUP INC. A. Purpose The primary objectives of the Nominating Compensation Committee and Stock Option Committee the Committee are to assist the Board of Directors the Board of Healthcare Services Group Inc. the Company by i developing and recommending to the Board a set of effective corporate governance policies and procedures applicable to the Company ii identifying reviewing and evaluating individuals qualified to become Board members and recommending that the Board select director nominees for each annual meeting of the Company s stockholders iii discharging the Board s responsibilities relating to the compensation of Company executives and iv administering the Company s stock option plans or other equity-based compensation plans. B. Organization The Committee shall consist entirely of independent directors each of whom shall satisfy the applicable independence requirements of The Nasdaq Stock Market and any other regulatory requirements. 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 chairperson shall be designated by the full Board comprising a majority of independent directors or the full Committee. The Chairman will report to the Board from time to time no less often than annually on the Committee s activities. The Committee may form and delegate authority to subcommittees when appropriate. C. Meetings The Committee will meet no less than one time per year. Special meetings may be convened as required. The Committee shall meet in Executive Session when appropriate. The chairperson 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 .