Compensation and Management Development Committee Charter

Purpose

The Compensation and Management Development Committee (“Committee”) is appointed by and acts on behalf of the Board of Directors (“Board”). It is responsible for reviewing, approving and reporting to the Board on major compensation plans, policies and programs of the company. The Committee approves the compensation of executive officers and certain senior management and has oversight responsibility over the company’s management development programs, performance assessment of senior executives and succession planning. The Committee shall issue an annual report on executive compensation for inclusion in the company’s proxy statement for its annual meeting of stockholders in accordance with applicable rules and regulations.

Composition

The Committee shall consist of three or more independent directors of the company designated by the Board and approved by a majority of the whole Board by resolution or resolutions. The members of the Committee shall meet the independence requirements of the New York Stock Exchange. In addition, for purposes of meeting the requirements of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), or any successor Code section, the Committee, or a sub-committee approving the performance goals to which certain of the executive compensation is tied, shall consist of at least two “outside” directors, as defined in Treasury Regulation 1.162-27(e)(3) of the Code.

The members of the Committee shall serve one-year terms. The members of the Committee shall serve until their resignation, retirement, or removal by the Board or until their successors shall be appointed. No member of the Committee shall be removed except by majority vote of the independent directors of the full Board then in office.

 

Responsibilities and Duties

The Committee shall:

1.

 

annually review and approve corporate goals and objectives relevant to CEO compensation, evaluate the CEO’s performance in light of those goals and objectives, and recommend to the Board the CEO’s compensation levels based on this evaluation. In determining the long-term incentive component of CEO compensation, the Committee will consider the company’s performance and relative stockholder return, the value of similar incentive awards to CEOs at peer group companies, and the awards given to the CEO in past years, and other such matters deemed relevant.

2.

 

annually review and make recommendations to the Board with respect to the compensation of executive officers and certain other senior management.

3.

 

review matters relating to management succession, including, but not limited to, compensation.

4.

 

if appropriate, hire experts in the field of executive compensation to assist the Committee with its evaluation of CEO or senior executive compensation. The Committee shall have the sole authority to retain and to terminate such experts, and to approve the experts’ fees and other retention terms. The Committee shall also have the authority to obtain advice and assistance from internal or external legal, accounting, human resource, or other advisors.

5.

 

make recommendations to the Board with respect to incentive-compensation plans and equity-based plans and interpret and administer such plans, including but not limited to determining eligibility, the number and type of equity awards available for grant, and the terms of such grants.

6.

 

appoint, monitor and terminate members of the company’s Pension and Savings Plan Committees and the plan trustees, and monitor, adopt, amend and terminate the company’s qualified and non-qualified savings and pension plans.

7.

 

form and delegate authority to subcommittees when appropriate.

8.

 

make regular reports to the Board.

9.

 

produce the required annual report on executive compensation for inclusion in the company’s proxy statement.

10.

 

annually evaluate its own performance.

11.

 

fulfill such other duties and responsibilities as may be assigned to the Committee, from time to time, by the Board and/or Chairman of the Board.

12.

 

review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval.

13.

 

oversee the Company’s compensation philosophy and strategy.