CORPORATE GOVERNANCE

Compensation Committee Charter

Purpose

The Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of GeoVax Labs, Inc. (the “Company”) shall have responsibility over matters relating to the fair and competitive compensation of officers, employees and non-employee directors of the Company, as well as matters relating to all other benefit plans. For the purpose of this charter, the term “officer” means (1) all officers of the Company who from time to time are treated by the Company as “officers” within the meaning given that term in Rule 16a-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and (2) all other officers of the Company who report directly to the Chief Executive Officer (“CEO”).

Membership

The Committee shall be comprised of a minimum of three (3) directors. Each member of the Committee must be an “independent director” as that term is defined in (i) Rule 5605(a)(2) of The NASDAQ Stock Market LLC (“NASDAQ”), (ii) Section 830A of the NYSE Amex, LLC's Company Guide, or (iii) the requirements of such other exchange on which the Company's securities are listed; and, unless otherwise determined by the Board, will meet the definition of “non-employee director” set forth in Rule 16b-3 under the Exchange Act and the definition of “outside director” set forth in Section 162(m) of the Internal Revenue Code of 1986, as amended.

The Board will appoint the members of the Committee annually. The members will serve until their successors are appointed or until their earlier death, resignation, disqualification or removal. Each member of the Committee will serve at the pleasure of the Board and may be removed at any time with or without cause. Vacancies in the membership of the Committee by means of death, resignation, disqualification or removal shall be filled by a majority of the Board. The Board will designate the Chairperson of the Committee or, if the Board fails to do so, the members of the Committee will elect a Chairperson by majority vote.

Meetings

The Committee shall meet when deemed necessary and desirable by the Committee or its Chairperson, and at least once per year. The Committee may invite such members of management and other persons to its meetings as it may deem appropriate, except that the CEO may not be present during deliberations or voting concerning CEO compensation. The Committee may also conduct meetings by telephone conference calls, so long as each member can communicate with the other members. The Committee shall keep minutes of its meetings and report them to the Board.

Authority and Responsibilities

The authority and responsibilities of the Committee are as follows:

A. The Committee shall annually review the Company’s overall compensation philosophy and strategy to ensure that employees of the Company are rewarded appropriately for their contributions to the Company’s growth and profitability. In doing so, the Committee may consider such factors as it deems appropriate under the circumstances, such as maintaining competitiveness, retaining officers and key employees, implementing capital improvements, expanding markets, pursuing growth opportunities and achieving other business and operating objectives, both long- and short-term.

B. The Committee shall annually evaluate the compensation of the CEO and determine the components and amounts of his or her compensation consistent with the Company’s compensation philosophy, and review and approve Compensation Discussion and Analysis disclosures of (1) the factors and criteria (including goals and objectives relevant to compensation) applied by the Committee in determining the compensation of the CEO, including the relationship of the Company’s performance to such compensation (describing each quantitative and qualitative measure of the Company’s performance on which such compensation was based); (2) the extent to which the amounts to be paid or awarded to the CEO under each element of his or her compensation affected the decisions made by the Committee regarding amounts paid or awarded to the CEO under other compensation elements; (3) any material differences between the compensation policies and decisions with respect to the CEO and the compensation policies and decisions with respect to the other officers; and (4) if the Committee utilized benchmarking to establish the total compensation or other material elements of the compensation of the CEO, how the Committee used this comparative compensation information and how that comparison affected the compensation decisions made by the Committee.

C. The Committee shall annually evaluate, in conjunction with the CEO, the compensation of other officers and approve the components and amounts of compensation for each officer, and review and approve Compensation Discussion and Analysis disclosures of (1) the factors and criteria (including goals and objectives relevant to compensation) applied by the Committee in determining the compensation of each officer, including the relationship of the Company’s performance to such compensation (describing each quantitative and qualitative measure of the Company’s performance on which such compensation was based); (2) the extent to which the amounts to be paid or awarded to each officer under each element of his or her compensation affected the decisions made by the Committee regarding amounts paid or awarded to said officer under other compensation elements; (3) any material differences in compensation policies and decisions for individual officers where appropriate; and (4) if the Committee utilized benchmarking to establish the total compensation or other material elements of the compensation of the other officers, how the Committee used this comparative compensation information and how that comparison affected the compensation decisions made by the Committee. If desired by the Committee, the CEO may attend the executive session of the Committee held for this purpose, although the CEO may not vote.

D. The Committee shall review and discuss with Company management, prior to filing with the Securities and Exchange Commission (“SEC”), the Company’s Compensation Discussion & Analysis disclosure and formally recommend to the Board that such Compensation Discussion & Analysis disclosure be included in the Company’s Annual Report on Form 10 K or in the Company’s timely filed annual proxy statement.

E. The Committee shall prepare and provide an annual Committee report in accordance with the rules and regulations of the SEC for inclusion in the Company’s Annual Report on Form 10 K or in the Company’s timely filed annual proxy statement.

F. The Committee shall evaluate the components and amounts of compensation of the employees of the Company consistent with the Company’s compensation philosophy and review and approve, in its discretion, the various components of compensation of the Company’s employees, including without limitation, salaries, bonuses, incentive, deferred and equity compensation, benefits and perquisites, and submit them to the Board for its consideration and approval, accompanied by the Committee’s recommendation as to approval.

G. The Committee shall, after taking into account any recommendations by the CEO, evaluate, consider and approve, in its discretion, the Company’s equity-based compensation plans, as well as grants and awards made under any such plans to persons other the CEO, and submit them to the Board for its consideration and approval, accompanied by the Committee’s recommendation as to approval.

H. The Committees shall make and approve, with sole and exclusive authority, grants and awards made to the Company’s CEO under the Company’s equity-based compensation plans.

I. The Committee shall evaluate, consider and approve, in its discretion, compensation for non-employee members of the Board, including but not limited to retainer fees, meeting fees, committee fees, equity or stock compensation, benefits and perquisites and submit them to the Board for its consideration and approval, accompanied by the Committee’s recommendation as to approval.

J. The Committee shall manage and control the operation and administration of the Company’s stock option plans and have the power to interpret and apply the Company’s stock option plans and make regulations for carrying out the purpose of such plans.

K. The Committee shall annually review its performance and report the results to the Board.

L. The Committee shall perform any other activities consistent with this charter, the Company’s bylaws, and applicable law as the Committee or the Board deems necessary or appropriate.

M. The Committee shall review and reassess the adequacy of this charter annually and recommend any proposed changes to the Board for approval.

N. The Committee shall have authority, without further approval from the Board, to utilize reasonable amounts of time of the Company’s personnel, to retain and terminate, as it deems appropriate, outside legal counsel compensation consultants or advisors to assist in the Committee’s evaluation of compensation issues and shall have sole authority to approve such related fees and engagement terms.

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