Compensation Committee Charter
- William J. Bolton - Chair
- Winslow H. Buxton
- David S. Haffner
- Roger D.
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
The Compensation Committee (the
“Committee”) shall assist the Board in:
- determining appropriate compensation levels
for the Company’s executive officers
- evaluating officer and director compensation
plans, policies and programs
- reviewing benefit plans for officers and
- 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.
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:
- is a “non-employee director” for purposes of
Rule 16b-3 under the Securities Exchange Act of 1934, as amended
- 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.
The Committee shall meet on a
regularly scheduled basis at least two times per year, or more frequently as
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.
The Compensation Committee shall:
- Review market data to assess the Company’s
competitive position with respect to executive compensation.
- Approve base salaries, annual incentive
awards and long-term incentive awards for the Chair/CEO and all other
corporate officers. In determining the long-term incentive component of
CEO compensation, the Compensation Committee shall consider the Company’s
performance and relative shareholder return, the value of similar
incentive awards grated to CEOs at comparable companies and the awards
granted to the Company’s CEO in past years.
- Establish and certify achievement of
performance objectives for Internal Revenue Code Section 162(m) purposes.
- Determine “eligible persons” for
participation in the Company’s stock incentive plans. Approve
participants, types of awards and number of shares covered by each award.
Approve all decisions regarding the modifications of terms or conditions
of any award or award agreement for all officers and directors.
- Establish director compensation, including
retainers, meeting fees, stock options/awards and other similar components
- Conduct a performance evaluation of the
- To the extent deemed necessary by the
Committee, develop and recommend Board approval of new incentive
compensation and benefit programs, including equity-based compensation
programs, and amend or recommend termination of existing programs as
- Monitor, review and, to the extent deemed
necessary by the Committee, develop new compensation plans and programs
- To the extent requested by the Board, oversee
the administration of the Company’s defined benefit and defined
contribution plans. When appropriate, recommend to the Board of Directors
new plans, major plan amendments and plan terminations.
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