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// Main Site / Member's Area / Company Profiles / Bowlin Travel Centers Inc / COMPENSATION COMMITTEE REPORT 2007

COMPENSATION COMMITTEE REPORT 2007

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BOARD OF DIRECTORS REPORT ON EXECUTIVE COMPENSATION

NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN ANY OF THE COMPANY’S PREVIOUS OR FUTURE FILINGS UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES EXCHANGE ACT OF 1934 THAT MIGHT INCORPORATE BY REFERENCE THIS INFORMATION STATEMENT, IN WHOLE OR IN PART, THE FOLLOWING REPORT AND THE PERFORMANCE GRAPH WHICH FOLLOWS SHALL NOT BE DEEMED TO BE INCORPORATED BY REFERENCE INTO ANY SUCH FILINGS.

Compensation Discussion and Analysis

The Board of Directory has responsibility for, among other things, establishing, reviewing and monitoring compensation of the Company’s officers.  The Company’s named executive officers are:  Michael L. Bowlin, President and Chief Executive Officer and President and Nina J. Pratz, Chief Financial Officer and Senior Vice President.  The Company does not have a compensation committee.  Instead, the entire Board of Directors functions with the same responsibilities typically given a compensation committee.

Compensation Philosophy and Objectives

The Board of Directors is responsible for setting and administering the Company’s policies regarding annual compensation.  In general the Board of Directors compensation philosophies are based upon the following subjective principles:

 
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Compensation programs should reflect and promote the Company’s goals and reward individuals for contributions to the Company’s success in achieving its goals.

 
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Compensation should be related to the value created for the Company and its stockholders.

 
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Compensation programs should integrate both the long and short term strategies of the Company.

 
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Compensation programs should be designed to attract and retain key executives critical to the long-term success of the Company.
 
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Total compensation for senior management is set at levels that the Board of Directors believes are competitive in relation to companies of similar type and size; however the Board of Directors has conducted no independent investigation of such levels. Components of executive compensation include base salary and a discretionary bonus program.  Executive officers who are also directors have not participated in deliberations or decisions involving their own compensation.

Responsibility for Compensation Decisions

The Board of Directors makes all decisions regarding the compensation of Mr. Bowlin and Ms. Pratz.  The Board reviews their performance annually.  The Board has not proposed an increase in Mr. Bowlin’s or Ms. Pratz’s salary for several years, although the Board does use bonuses to compensate Mr. Bowlin and Ms. Pratz (see “Elements of Executive Compensation, Bonus Compensation” for further information).  The Board does not expect that their base salaries will materially change in the next year.
 
The Board does not use a written policy for compensation but has operated under an informal policy that the market value of the Company’s stock will not be considered in the compensation of any executive officer.

While the Board has general knowledge of its industry, it does not use compensation consultants or surveys of competitor or industry compensation to set compensation for its named executive officers.

Base Salaries

The Board of Directors establishes base salaries for the Company’s executive officers at levels considered appropriate in light of the duties and scope of responsibilities of each officer’s positions.  In this regard, the Board considers the compensation practices and corporate financial performance of similarly situated companies.  The Board of Directors takes into account a number of factors, including, but not limited to, management’s efforts to improve levels of sales and profitability and to expand markets into which the Company’s products are distributed and sold.  The Board also considers management’s consistent commitment to the long-term success of the Company through developing and implementing strategic business acquisition opportunities.

Based upon its evaluation of these factors, the Board of Directors believes that senior management is dedicated to achieving long-term financial improvements, and that the compensation policies, plans and programs administered by the Board contribute to management’s commitment.  The Board of Directors attempts to assimilate all of the foregoing factors when it renders its compensation decision; however, the Board recognizes that its decisions are subjective in nature due to the subjective criteria on which such decision are based. The Board of Directors does not assign any specified weight to the criteria it considers.
 
Bonus Compensation

Bonus compensation is paid at the discretion of the Board of Directors.  Determination of the Board of Directors with regard to the award of bonus compensation are generally based upon the Board’s evaluation of the same factors previously described above under “Base Salaries” and other subjective criteria.

Other Compensation

Mr. Bowlin and Ms. Pratz do participate in other benefits such as matching contributions to 401(k), term life, auto and disability insurance policies and a car allowance.  The Company’s Board of Directors determines the amount of the Company’s 401(k) match.  The Board believes that such benefits are appropriate to compensate Mr. Bowlin and Ms. Pratz in lieu of paying them higher salaries.

-- Proxy Statement August 2007