Purpose

The purpose of the Compensation Committee (the Committee) is to aid the Board of Directors in meeting its responsibilities with regard to oversight and determination of executive compensation. Among other things, the Committee reviews, recommends and approves salaries and other compensation of the International Assets Holding Corporation (INTL) executive officers, administers INTL's stock option plans (including reviewing, recommending and approving stock option grants to executive officers), and administers the bonus arrangements for executive officers.

Membership and Structure

The Committee shall consist of not fewer than two independent directors (as defined in the applicable rules for NASDAQ-traded issuers as well as applicable federal law and as set forth in the INTL Code of Conduct). Appointment to the Committee, including designation of the Chair of the Committee, shall be made on an annual basis by the full Board upon recommendation of the Nominating Committee of the Board at the first organizational meeting of the Board held after the annual shareholders meeting.

Meetings of the Committee shall be held at such times and places as the Committee shall determine, including by written consent, but shall meet at least two times each year. The Committee will retain written minutes of its meetings, which minutes will be filed with the minutes of the Board of Directors. When necessary, the Committee shall meet in executive session outside of the presence of any senior executive officer of the Corporation. The Chair of the Committee shall report on activities of the Committee to the full Board. In fulfilling its responsibilities, as set forth below, the Committee shall have authority to delegate certain of its authority and responsibilities, as permitted by Nasdaq rules, to subcommittees, including subcommittees consisting solely of one or more INTL employees, in each case to the extent permitted by applicable law.

Responsibilities

The Compensation Committee shall:

• Annually review and reassess the adequacy of its charter and recommend to the Board any changes and revisions to this charter deemed necessary or desirable, although the Board shall have the sole authority to amend this charter.
• Determine the compensation of the Chief Executive Officer of the Corporation. In determining the amount, form, and terms of such compensation, the Committee shall consider the performance of the CEO in light of corporate goals and objectives relevant to CEO compensation, competitive market data pertaining to CEO compensation at comparable companies, and such other factors as it shall deem relevant, and shall be guided by, and seek to promote, the best interests of the Corporation and its shareholders. Pursuant to Nasdaq rules the CEO may not be present during voting or deliberations relating to his compensation.
• Determine salaries, bonuses, and other matters relating to compensation of the executive officers of the Corporation. In determining the amount, form, and terms of such compensation, the Committee shall consider the officer's performance in light of corporate goals and objectives relevant to executive compensation, competitive market data pertaining to executive compensation at comparable companies, and such other factors as it shall deem relevant, and shall be guided by, and seek to promote, the best interests of the Corporation and its shareholders. The CEO of the Corporation may be present at meetings during which such compensation is under review and consideration but may not vote.
• Review and make recommendations with respect to stockholder proposals related to compensation matters.
• Review and make recommendations to the Board regarding executive compensation and benefit plans and programs.
• As requested by INTL management, review, consult and make recommendations and/or determinations regarding employee compensation and benefit plans and programs generally, including employee bonus and retirement plans and programs (except to the extent specifically delegated to a Board appointed committee.
• Administer the Corporation's stock option or other equity-based plans, including the review and grant of stock options to all eligible employees under the Corporation's existing stock option plans.
• Be authorized to delegate to any one or more members of the Board of Directors, which person(s) need not be members of the Committee, the authority to review and grant, as the act of the Committee and of the Board, stock options to eligible employees.
• Review and approve the Report of the Compensation Committee on Executive Compensation to be included in the Corporation's annual proxy statement.
• When appropriate, be authorized to designate one or more of its members to perform certain of its duties on its behalf, subject to such reporting to or ratification by the Committee as the Committee shall direct.
• The Committee shall conduct an annual performance evaluation of the Committee, which evaluation shall compare the performance of the Committee with the requirements of this charter. The performance evaluation shall be conducted in such manner as the Committee deems appropriate.

Resources and Authority

In fulfilling its responsibilities, the Committee shall have the authority, and shall be afforded resources sufficient, to engage independent compensation consultants or legal advisers when determined by the Committee to be necessary or appropriate. The Committee shall have sole authority to retain and terminate any such consultant or legal adviser, including sole authority to approve the fees and other retention terms.