and Management Development Committee (the
"Committee") of the Board of Directors (the "Board")
assists the Board in fulfilling its fiduciary responsibilities with respect to
the oversight of the Company's affairs in the areas of compensation plans,
policies and programs of the Company, especially those regarding executive
compensation, employee benefits, and producing an annual report on executive
compensation for inclusion in the Company's proxy materials in accordance with
applicable rules and regulations and assists the Board in oversight of
Executive Talent Management. The Committee shall ensure that compensation
programs are designed to encourage high performance, promote accountability and
adherence to Company values and the code of conduct, assure that employee
interests are aligned with the interests of the Company's stockholders, serve
the long-term best interests of the Company and that the Executive Management
Development processes are designed to attract, develop and retain talented
leadership to serve the long-term best interests of the company.
The Committee shall have the authority to undertake the specific duties and responsibilities described below and the authority to undertake such other duties as are assigned by law, the Company's certificate of incorporation or bylaws or by the Board.
The Committee shall be composed of at least three (3)
members of the Board, one of whom shall be designated by the Board as the Chair.
Each member of the Committee shall (1) qualify as independent under the Nasdaq listing requirements, (2) be a "non-employee director" within the meaning of Rule 16b-3 of the Securities Exchange Act of 1934, as amended, (3) be an "outside director" under the regulations promulgated under Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code"), and (4) be otherwise free from any relationship that, in the judgment of the Board, would interfere with his or her exercise of business judgment as a Committee member.
Meetings and Procedures
The Committee shall hold at least four (4) regularly
scheduled meetings each year.
In discharging its responsibilities, the Committee shall have sole authority to, as it deems appropriate, select, retain and/or replace, as needed, compensation and benefits consultants and other outside consultants to provide independent advice to the Committee. In addition, the Committee shall have free access to Company staff personnel to provide data and advice in connection with the Committee's review of management compensation practices and policies and leadership development processes and practices.
The Committee shall maintain written minutes or other records of its meetings and activities. Minutes of each meeting of the Committee shall be distributed to each member of the Committee and other members of the Board. The Secretary of the Company shall retain the original signed minutes for filing with the corporate records of the Company.
The Chair of the Committee shall report to the Board following meetings of the Committee and as otherwise requested by the Chairman of the Board.
The Committee shall be responsible for:
The Committee shall have the authority to delegate its
functions to a subcommittee thereof.
For purposes of this Charter, "compensation" shall include, but not be limited to, cash or deferred payments, incentive and equity compensation, benefits and perquisites, employment, retention and/or termination/severance agreements and any other programs which pursuant to the regulations of the Securities and Exchange Commission or Internal Revenue Service (or successor organizations, if applicable), would be considered to be compensation. In addition, "officer" shall be as defined in Section 16 of the Securities Exchange Act of 1934, and Rule 16a-1 thereunder.
The Committee shall review and reassess the Committee's charter on a periodic basis and submit any recommended changes to the Board for its consideration.
The Committee shall perform such other functions and have such other powers as may be necessary or convenient in the efficient discharge of the foregoing.