Compensation Committee Charter
Effective date: October 26, 2004
Compensation of Officers. The Committee
shall review and approve at least once a year:
the Company's goals and objectives relevant to
compensation of the Chief Executive Officer and other senior officers of the
the performance of the Chief Executive Officer and
other senior officers in light of those goals and objectives;
the salaries and other remunerations of the Chief
Executive Officer and the senior officers of the Company, including, without
limitation, employment agreements or other employment inducements, as well as
For the purposes of this charter, the term
"senior officers" shall mean those officers designated by the Board
as executive officers of the Company, as well as such other officers of the
Company as the Committee shall designate by resolution.
Criteria for Compensation. In
determining incentive compensation to be paid to the Chief Executive Officer
and the senior officers, the Committee shall consider the Company's
performance and relative shareowner concerns, the value of similar incentive
awards to chief executive officers and the senior officers at comparable
companies, and the awards given to the Company's Chief Executive Officer and
the senior officers in preceding years.
Consultants and Resources. The Committee
shall have the sole authority to engage and terminate any outside consultant
to assist in determining appropriate compensation levels for the Chief
Executive Officer or other senior management. The Company will provide
funding and staff resources to the Committee as requested.
Report to Shareholders. The Committee
shall produce an annual report on executive compensation for inclusion in the
Company's annual proxy statement, all in accordance with applicable rules and
Delegation. The Committee
may delegate any of its responsibilities to a subcommittee comprised of one
or more members of the Committee. The Board of Directors, upon application by
the Committee, may appoint another Director who is not a member of the
Committee to serve as a committee-of-one to take specified actions with
respect to the benefit plans applicable to the Company's officers.
Other Duties. The Committee
shall also carry out such other duties that may be delegated to it by the
Board of Directors from time to time.
Reports to Board. The Committee
shall report its actions and any recommendations to the Board of Directors
after each Committee meeting.
Composition. The members
of the Committee shall be appointed by the Board of Directors. Each member
shall meet the independence requirements of applicable law and the listing
standards of the New York Stock Exchange. The Board of Directors shall also
designate a Committee Chair and may, from time to time, remove members of the
Schedule of Meetings. In order to
discharge its responsibilities, the Committee shall each year establish a
schedule of meetings; additional meetings may be scheduled as required.
Conduct of Meetings. A quorum at
any Committee meeting shall be a majority of its members. All determinations
of the Committee shall be made by either at a meeting duly called and held,
at which a quorum was present and acting, or by a written consent to the
actions taken signed by all of the members of the Committee.
Documentation and Reports. The Chair of
the Committee shall be responsible for establishing the agendas for meetings
of the Committee. An agenda, together with materials relating to the subject
matter of each meeting, shall be sent to members of the Committee prior to
each meeting. Minutes for all meetings of the Committee shall be prepared to
document the Committee's discharge of its responsibilities. The minutes shall
be circulated in draft form to all Committee members to ensure an accurate
final record, shall be approved at a subsequent meeting of the Committee. The
Committee shall make regular reports to the Board of Directors.
5. Self-Assessment. The Committee shall evaluate its performance on an annual basis and develop criteria for such evaluation. At least annually, this charter shall be reviewed and reassessed by the Committee and any proposed changes shall be submitted to the Board of Directors for approval.