The Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of BGC Partners, Inc. (the “Company”) generally acts on behalf of the Board. The Committee’s purposes shall be:

To establish and periodically review the Company’s compensation philosophy, policies, and practices and the adequacy of compensation arrangements, plans, and programs for executive officers and directors.

1. To review and approve all compensation arrangements and incentive goals for executive officers, to administer cash incentive and equity-based compensation arrangements, plans, and programs for executive officers, employees, and directors, including the Company’s Seventh Amended and Restated Long Term Incentive Plan (the “LTIP”), the Company’s Second Amended and Restated Incentive Bonus Compensation Plan (the “Incentive Plan”), and the BGC Holdings, L.P. Participation Plan (the “Participation Plan”), in each case as the same may be amended from time to time, and to approve, and recommend Board approval of, compensation arrangements for directors and director awards under the LTIP;
2. To review the performance of executive officers and award incentive compensation and adjust compensation arrangements as appropriate based upon the performance of the individual and the Company;
3. To consider and evaluate how the Company’s compensation philosophy, policies, and practices relate to the Company’s risk management processes and procedures and whether risk-taking incentives are consistent with the Company’s overall risk profile; and
4. To report on the Committee’s activities and make appropriate recommendations to the Board for Board

1. The Committee shall be composed of at least two directors, each of whom must be independent. A director shall qualify as independent if the Board has affirmatively determined that the director has met the independence criteria for compensation committee members set forth in the rules of the Nasdaq Stock Market. In addition, for purposes of meeting any applicable requirements of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), or any successor to such Code section, the Committee, or a subcommittee thereof, shall consist of at least two “outside” directors, as defined in Treasury Regulations promulgated under the Code or any successor to such Regulations. Finally, for purposes of meeting the requirements of Securities and Exchange Commission (“SEC”) Rule 16b-3, the Committee, or a subcommittee thereof, shall consist of at least two “non-employee” directors as defined in Rule 16b-3.
2. The members of the Committee shall be appointed by and serve at the pleasure of the

1. The Committee shall meet as often as it may deem necessary or appropriate in its judgment, but in no event less than two times per year. The Committee may establish one or more subcommittees consisting of two or more directors. A majority of the members of the Committee, or of any subcommittee, shall constitute a quorum. The Committee, and any subcommittee, may also act by unanimous written
2. The Board shall elect (and may remove) the Committee Chairperson. If the Board has not designated the Committee Chairperson, the members of the Committee shall elect a Chairperson by majority vote. The duties and responsibilities of the Chairperson of the Committee shall be to call regular meetings, set the agenda of the Committee, and to preside at Committee meetings and to perform such other functions of the Committee as may be delegated to him or
3. The Chairperson of the Committee or a majority of the members of the Committee may call a special meeting of the
4. The Committee may delegate authority to one or more members of the Committee where appropriate, and to officers and managers of the Company as permitted under the LTIP and the Participation Plan, but no such delegation shall be permitted if the authority is required by law, regulation, listing standard, or the applicable plan to be exercised by the Committee, or by a subcommittee
5. The Committee, or any subcommittee, may request that any directors, officers, or employees of the Company, or other persons whose advice and counsel are sought by the Committee, attend any meeting to provide such information as the Committee may request; provided, however, that the Company’s Chief Executive Officer (“CEO”) may not be present during Committee, or subcommittee, deliberations or voting on his or her
6. The Committee’s own rules of procedure shall be consistent with the Amended and Restated Certificate of Incorporation of the Company, the Amended and Restated Bylaws of the Company, and this Charter, in each case as may be amended from time to time.
7. The Committee, and any subcommittee, shall keep written minutes of its meetings, and the Committee’s, and any subcommittee’s, minutes and written consents shall be maintained with the books and records of the
8. The Committee shall provide notice in advance to the Board of the date, time, and agenda for all regular and special meetings of the Committee, or of any subcommittee. In addition, the Committee shall report to the Board on all matters discussed, determinations made, and actions taken by the Committee, or any subcommittee, as well as the Committee’s, or any subcommittee’s, recommendations on matters for Board approval.

The Committee shall have the following authority, duties, and responsibilities: