2003 Committee Charter : ATO

Charter of the Human Resources Committee of the Board of Directors
Adopted June 10, 2003
Purpose
The purpose of the Human Resources Committee is to discharge the responsibilities of the
Board of Directors relating to the compensation of the executives of the Company,
including the responsibility for producing the report on executive compensation for
inclusion in the Company's annual proxy statement in accordance with applicable rules
and regulations.
Powers and Duties
A. The Human Resources Committee shall have the powers to perform the following
duties as well as performing any additional duties as may be directed by the Board of
Directors from time to time:
  • To recommend to the Board of Directors the selection of the Chief
    Executive Officer ("CEO") of the Company.
  • To review and approve corporate goals and objectives relevant to the
    compensation of the CEO, evaluate the CEO's performance in light of
    those goals and objectives and have the sole authority to determine the
    CEO's compensation based upon the results of such evaluation.
  • To consider and make recommendations to the Board regarding the
    selection and retention of all elected officers and division presidents of the
    Company.
  • To review and make recommendations to the Board concerning
    management succession.
  • To consider and make recommendations to the Board, or to make the final
    determination where appropriate, regarding salary structure, officer and
    division president gradings within such structure, and salaries, bonuses,
    stock awards, benefits, and other remuneration with respect to all elected
    officers (other than the CEO) and division presidents of the Company.
  • To establish the structure and award formulae and calculation and
    performance targets for all incentive compensation and equity-based plans.
  • To administer the Company's short-term and long-term incentive and
    equity-based plans and makes final decisions regarding awards under the
    plans.
  • To monitor and maintain adherence to sound practices of corporate
    governance as it pertains to the Company's executive compensation
    programs.
  • To administer, interpret, adopt rules for, and recommend to the Board
    amendments of the Company's employee benefit plans, including the
    Company's defined benefit and defined contribution retirement plans, and
    retiree medical plans.
  • To recommend to the Board any changes in compensation of Board
    members.
  • To have sole authority to retain, terminate and approve the fees of all
    outside consultants, actuaries, and other advisors to work with the Human
    Resources Committee from time to time.
  • To conduct an annual performance evaluation of the Human Resources
    Committee.
    B. The power and authority of the Human Resources Committee is subject to the
    provisions of the Texas Business Corporation Act, the Virginia Stock Corporation Act,
    the Company's Articles of Incorporation and Bylaws, applicable federal securities laws,
    the rules and regulations of the Securities and Exchange Commission ("SEC") and the
    listing standards of the New York Stock Exchange ("NYSE".
    Membership
    A. A. The Human Resources Committee shall be comprised of three to six members of
    the Board of Directors, each of whom shall satisfy the independence and experience
    requirements of the SEC and the listing standards of the NYSE. The members of the
    Human Resources Committee and its Chairman shall be appointed annually by the
    Board of Directors and may be removed at any time by the Board of Directors in its
    sole discretion.
    B. Vacancies in the membership of the Human Resources Committee shall be filled by
    the Board of Directors.
    Meetings
    A. The Human Resources Committee shall meet as required, upon the call of the
    Chairman of the Human Resources Committee. A majority of the Human Resources
    Committee members shall constitute a quorum for the transaction of business.
    B. The Chairman of the Human Resources Committee shall prepare a written agenda in
    advance of each meeting of the Committee. The Human Resources Committee shall
    keep regular minutes of its meetings and shall report its actions to the full Board at the
    next Board meeting. The Secretary of the Board of Directors will serve as Secretary for
    the Human Resources Committee.