CASEY'S GENERAL STORES, INC.

COMPENSATION COMMITTEE CHARTER

Purpose and Scope

The primary function of the Compensation Committee (the “Committee”) is to assist the Board of Directors (the “Board”) in fulfilling its responsibilities and duties by making recommendations to the Board with respect to the compensation of the Company's Chief Executive Officer (“CEO”) and its executive officers and senior management team. The Committee also is charged with fulfilling the responsibilities set forth in this Charter.

Composition and Meetings

The Committee shall be comprised of a minimum of two members of the Board, each of whom shall meet the independence requirements of the applicable NASDAQ Marketplace Rules or the listing standards of any other stock exchange or association applicable to the Company. All Committee members shall also (i) be “non-employee directors” as defined by Rule 16b-3 under the Securities Exchange Act of 1934, as amended, (ii) be “outside directors” as defined by Section 162(m) of the Internal Revenue Code of 1986, as amended, and (iii) meet any other requirements under listing standards or laws applicable to the Company.

The members of the Committee shall be appointed by the Board and shall serve until their successors shall be duly appointed or until their earlier resignation or removal. Unless a Chair of the Committee is appointed by the full Board, the members of the Committee may designate a Chair by majority vote of the full Committee membership. A majority of the number of Committee members shall constitute a quorum for the transaction of business.

The Committee shall meet as often as necessary, but at least once each year, to enable it to fulfill its responsibilities and duties as set forth herein. The Committee shall report its actions to the Board and keep written minutes of its meetings, which shall be recorded and filed with the books and records of the Company.

Responsibilities and Authority

The Committee shall have the responsibilities and authority described in this Charter or as may be necessary to carry out the purpose and primary function of the Committee as stated above, together with such other responsibilities and authority as may be prescribed from time to time by the Board, by the NASDAQ Marketplace Rules or other listing standards applicable to the Company, or the rules and regulations of the Securities and Exchange Commission (“SEC”) or other applicable law.

The Committee shall have authority to and may, in its sole discretion, retain or obtain the advice of any compensation consultant, legal counsel or other advisor used to assist in the evaluation of director or executive compensation, the review and development of equity compensation plans or other matters within the responsibility of the Committee, including the authority to approve the fees payable to such advisors and any other terms of their retention. The compensation consultant, legal counsel or other advisor providing such assistance shall report directly to the Committee, and the Company shall provide for appropriate funding, as determined by the Committee, for payment of reasonable compensation to such advisors.

Prior to selecting or receiving advice from any compensation consultant, legal counsel or other advisor to the Committee (other than in-house legal counsel), the Committee shall consider the following factors: (i) the provision of any other services to the Company by the advisor's employer; (ii) the amount of fees received from the Company by the advisor's employer, as a percentage of the total revenue of the employer; (iii) the policies and procedures of the advisor's employer that are designed to prevent conflicts of interest; (iv) any business or personal relationship of the advisor with a member of the Committee; (v) any stock of the Company owned by the advisor; and (vi) any business or personal relationship of the advisor or the advisor's employer with an executive officer of the Company.

The responsibilities and authority of the Committee shall also include the following:

  • Review and discuss with management the compensation discussion and analysis (“CD&A”) to be included in the Company's annual proxy statement and determine whether to recommend to the Board that the CD&A be included in the proxy statement, and provide a Committee report for inclusion in the Company's proxy statement, all in accordance with the applicable rules and regulations of the SEC.
  • Annually review and approve corporate goals and objectives relevant to the CEO's compensation; evaluate the CEO's performance in light of these goals and objectives; and recommend to the Board the CEO's compensation based on this evaluation, including salary, bonus, incentive and equity compensation. The CEO shall not be present during the voting or any deliberations concerning his or her compensation.
  • Annually recommend to the Board the compensation of executive officers and senior management team of the Company, including salary, bonus, incentive and equity compensation for such officers. The CEO will make recommendations and may participate in such deliberations, but shall not vote to approve or recommend any form of compensation for such executive officers and senior management team.
  • Make equity awards to the CEO, the executive officers, and other key employees under the 2009 Stock Incentive Plan and any successor to such Plan, or under any other Company equity-based plans now or from time to time hereafter in effect, and exercise such other power and authority as may be permitted or required under such plans. The Committee shall have and exercise all of the authority of the Board with respect to the administration of such plans.
  • Review the Company's incentive compensation and other equity-based plans and recommend changes in such plans to the Board as needed.
  • Evaluate the need for, and provisions of, any new employment agreements, including severance arrangements, between the Company and the CEO and other executive officers, including the amendment of any such existing agreements.
  • From time to time, but at least once every three years, retain a compensation consultant to assist the Committee in the review of director compensation, and annually review and make recommendations to the Board with respect to the compensation of directors.
  • Make regular reports to the Board.
  • Review and assess the adequacy of this Charter periodically as conditions dictate, but at least annually, and recommend any modifications to this Charter, if and when appropriate, to the Board for its approval.

Last amended: June 3, 2016


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