ENVIRONMENTAL SOLUTIONS WORLDWIDE INC.
COMPENSATION COMMITTEE CHARTER
AS OF AUGUST 10, 2010
The Compensation Committee of the Board of Directors of Environmental Solutions Worldwide Inc. (the
"Company") assists the Board of Directors in fulfilling its oversight responsibilities relating to officer and director
compensation, succession planning for senior management, development and retention of senior management, and
such other duties as directed by the Board of Directors.
STRUCTURE AND ORGANIZATION
1. The committee will be composed solely of directors who are independent of the management of the company
and are free of any relationship that may interfere with their exercise of independent judgment as a committee
member, all in accordance with United States Securities and Exchange Commission ("SEC") and applicable
stock exchange requirements, and also meet the requirements of Section 16 of the Securities and Exchange Act
of 1934, as amended, and Section 162(m) of the Internal Revenue Code of 1986, as amended.
2. The committee will consist of at least two members of the Board of Directors. Committee members and the
committee chair serve at the pleasure of the Board of Directors.
3. The committee will meet at least annually, or more frequently as deemed appropriate. The committee may ask
members of management or others to attend the meetings and provide pertinent information as necessary.
Meetings are generally held in person but may also be held by video or telephone conference if necessary.
Special meetings may be called by the Company's Executive Chairman or by any member of the committee. A
majority of the members shall constitute a quorum.
4. The committee has the authority to retain and terminate any consulting firm used to assist in the evaluation of
director, chief executive officer or other officer compensation and to retain independent legal or other advisors, in
each case as the committee may deem appropriate, including the authority to approve these firm's fe