|Charter of the Compensation Committee of
the Board of Directors
The Compensation Committee, which serves at the discretion, and
is subject to the control and direction, of the Board of Directors,
is responsible to ensure that Directors and certain key executives
are effectively compensated in terms of base compensation, short and
long term incentive compensation and benefits that are competitive.
Additionally, the Committee is responsible for evaluating the
performance of the Chairman and Chief Executive Officer and review
with Management the succession planning process for key executive
The Compensation Committee shall be comprised of three or more
members of the Board of Directors and shall comply with the
"independent director" requirements of the rules of the New York
Stock Exchange. Additionally, no director may serve unless he or she
(i) is a "Non-employee Director" for purposes of Rule 16b-3 under
the Securities Exchange Act of 1934, as amended and (ii) satisfies
the requirements of an "outside director" for purposes of Section
162(m) of the Internal Revenue Code, including the requirement that
he or she not receive remuneration from the Company, either directly
or indirectly, in any capacity other than as a director.
Members are nominated by the Governance and Nominating Committee
for appointment by the Board of Directors in April of each year, and
at other times when necessary to fill vacancies. The Governance and
Nominating Committee, in submitting such nominations to the Board of
Directors, will take into consideration the nominee's experience and
familiarity with pay practices for public companies as well as
equity forms of compensation for senior level company executives.
Members serve at the discretion of the Board of Directors and may be
removed with or without cause by a majority of the full Board.
One of such Directors will be designated as Chairman of the
Compensation Committee. The duties and responsibilities of a member
of the Compensation Committee are in addition to those as a member
of the Board of Directors. A majority of the duly appointed and
qualified members of the Compensation Committee shall constitute a
quorum for the transaction of business brought before the Committee.
Additionally, a secretary will be appointed who may be an employee
of the Company.
No member of the Compensation Committee shall be an officer or
former officer of the Company or an "affiliated person" of the
Company or any of its subsidiaries. No member of the Compensation
Committee may have any interlocking relationships required to be
disclosed under the federal securities laws, including Item
402(j)(3) of Regulation S-K.
The Compensation Committee of the Board of Directors shall meet
not less than three times during each calendar year and may meet
more frequently as circumstances warrant. As part of its review and
establishment of the performance criteria and compensation of
designated proxy executives, the Compensation Committee should meet
separately at least on an annual basis with the CEO, the Company's
principal human resources executive and any other corporate
officers, as it deems appropriate. In advance of each meeting, an
agenda and any other available relevant information will be
furnished to the members.
The Compensation Committee will oversee, administer and approve,
or, as required, recommend approval to the Board of Directors or
Shareholders of the Company:
- Compensation for proxy executives including, without
- Base Salary
- Short Term Incentives
- Long Term Equity and/or Cash Incentives
- Employment Agreements, Consulting Agreements, Severance or
- Any other significant elements of executive remuneration
- Goals and objectives relevant to the compensation of the CEO
and the other designated proxy executives.
- Perform an annual evaluation of the CEO's performance, and
recommend changes in the CEO's compensation to the Board of
- Recommend to the Governance & Nominating Committee changes
in Compensation for Directors including:
- Annual Retainer
- Meeting Fees
- Stock Options
- Deferred Compensation
- Any other significant elements of Director remuneration
- Stock option grants made to other employees.
- Actions, amendments or other changes in the qualified and
non-qualified retirement plans and non-qualified deferred
- The Committee's annual report on Executive Compensation for
the Company's Proxy Statement.
- Establishment of and delegation to subcommittees as deemed
appropriate and necessary.
- The Committee shall be responsible for the retention and fees
of any outside consulting firm in evaluating proxy executive
- Annual review of succession planning for key executive
- Publicly disclose the charter and any amendments to the
charter on the Company's website and/or as otherwise required by
the Securities and Exchange Commission or the NYSE.
- Reimbursement of the Company for, or forfeiture of, any
profits, bonus or equity-based compensation by the Company's CEO,
CFO and/or executive officers in connection with an accounting
- Annually the Committee will complete a self-evaluation of its
performance for the preceding year including compliance with the
- Annually review the adequacy of the Compensation Committee
Charter and recommend to the Board of Directors any necessary or
desirable changes to the charter
The Compensation Committee will be provided administrative
support from the Company and will have access to such additional
resources as may be required by specific circumstances.