Corporate Governance



Compensation Committee


The Compensation Committee reviews and approves the salaries and other compensation for the executive officers of the Company.  The Compensation Committee also determines the eligible persons to whom stock options may be granted, the time or times at which options shall be granted, the number of shares of common stock subject to each option, the exercise price for the purchase of shares subject to each option, the time or times when each option shall become exercisable and the duration of the exercise period.  The committee also has discretionary authority to interpret the Company's stock option plan and stock incentive plan, to prescribe, amend and rescind rules and regulations relating to it, to determine the details and provisions of each stock option agreement, and to make all determinations necessary or advisable in administration of the plan.


The Compensation Committee held two meetings during 2004.  The committee's members during 2004 were:  Keith F. Carney, Nuno Brandolini, Paul J. Hoenmans and Robin West.  Mr. Carney served as Chairman of the Compensation Committee.