Compensation Committee Charter

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Compensation Committee Members

Committee

Members

Compensation

  • William J. Bolton - Chair
  • Winslow H. Buxton
  • David S. Haffner
  • Roger D. O’Shaughnessy

This Charter is intended as a component of the flexible framework within which the Board, assisted by its committees, directs the affairs of the Company. While it should be interpreted in the context of all applicable laws, regulations and listing requirements, as well as in the context of the Company’s Articles of Incorporation and By-Laws, it is not intended to establish by its own force any legally binding obligations.

Purpose

The Compensation Committee (the “Committee”) shall assist the Board in:

  1. determining appropriate compensation levels for the Company’s executive officers
  2. evaluating officer and director compensation plans, policies and programs
  3. reviewing benefit plans for officers and employees
  4. producing an annual report on executive compensation for inclusion in the proxy statement

The Committee has the power to retain outside counsel, compensation consultants or other experts and will receive adequate funding from the Company to engage such advisors. Sound business judgment shall be used in connection with the retention of any outside counsel or other experts. The Committee shall have the sole authority to retain, compensate, terminate and oversee the executive compensation consultants, who shall be accountable ultimately to the Committee.

Committee Membership

The Committee shall consist of three or more members of the Board, each of whom has been determined by the Board to be “independent” in accordance with applicable rules of the New York Stock Exchange. In addition, no director may serve unless he or she:

  1. is a “non-employee director” for purposes of Rule 16b-3 under the Securities Exchange Act of 1934, as amended
  2. satisfies the requirements of an “outside director” for purposes of Section 162(m) of the Internal Revenue Code

The members and chair of the Compensation Committee shall be appointed by the Board of Directors and shall continue to act until their successors are elected, but shall be subject to removal at any time by majority of the full board. Any resulting vacancy may be filled by the Board.

Committee Meetings

The Committee shall meet on a regularly scheduled basis at least two times per year, or more frequently as circumstances dictate.

The Committee shall meet at least annually with the CEO and any other corporate officers the Board and Committee deem appropriate to discuss and review the performance criteria and compensation levels of key executives.

Key Responsibilities

The Compensation Committee shall:

Annually

Periodically

Reporting

The Compensation Committee shall, through its Chair, provide reports of the Compensation Committee’s meeting and actions to the Board of Directors. Such reports shall contain recommendations for Board action when required under the provision of any compensation or benefit plan or any applicable regulation or when deemed appropriate by the Committee.