and Compensation Committee Charter
Purpose and Key
The primary purpose of the
Management Development & Compensation Committee (the
"Committee") is to discharge the responsibilities of the Board
of Directors (the "Board") relating to the compensation of the
Company's executive management. The Committee shall also
assist the Board in establishing appropriate incentive
compensation and equity-based compensation plans, oversee the
administration of such plans on behalf of the Board and
oversee management development and succession planning. In
furtherance of these purposes, the Board has delegated to the
Committee the following duties and responsibilities.
- Assist the Board in developing and evaluating potential
candidates for executive positions, including the Chief
Executive Officer ("CEO") and oversee the development of
executive succession plans.
- Oversee the development and implementation of executive
compensation programs, including policies relating to base
salaries, annual incentives and long-term equity-based or
cash incentive programs.
- Review the Company's management incentive compensation
plans, deferred compensation plans and any equity-based
incentive compensation plans and recommend changes in such
plans to the Board, as appropriate.
- Review and approve on an annual basis the corporate
financial goals and performance objectives relevant to
compensation of the CEO and other executive officers.
- Approve strategic objectives to be used in evaluating
the performance of the CEO.
- Evaluate the performance of the CEO on an annual basis
in light of the established corporate goals and objectives
and the CEO's individual strategic objectives and have sole
authority to determine the CEO's compensation level based on
- Review on an annual basis the performance evaluation
process for the Company's other executive officers in light
of the established corporate goals and objectives and
approve the compensation for such executive officers. The
Committee shall also review management's decisions
concerning the performance and compensation of other
corporate officers and key managers.
- Authorize the granting of stock options or other
equity-based awards to employees and delegate to the CEO, to
the extent the Committee deems appropriate, the authority to
allocate such awards among employees other than the CEO and
other executive officers.
- Establish stock ownership and retention guidelines for
the CEO and other executive officers and monitor compliance
with such guidelines.
- Prepare the report on executive compensation required by
the SEC to be included in the Company's annual proxy
statement in accordance with applicable rules and
- Oversee generally the manner in which the Company's
Pension Investment Committee and Plans Administration
Committee administer and manage the assets of the Company's
pension and welfare benefit plans.
- Conduct an annual performance evaluation of the
Board, on recommendation of the Committee on Nominations and
Corporate Governance, shall designate one member to be Chair
of the Committee. The Chair shall preside at such meetings as
may be necessary to fulfill the duties and responsibilities of
the Committee. From time to time, the Committee may adopt
rules and make provisions as deemed appropriate for the
conduct of meetings, for considering, acting upon and
recording matters within its authority and for making such
reports to the Board as it may deem appropriate.
The Committee shall report regularly to the Board regarding
the Committee's activities. In discharging its
responsibilities, the Committee shall have sole authority to
retain an external consultant to provide assistance and advice
in the development of executive compensation programs and in
evaluating the effectiveness of such programs for the CEO and
executive management. If the Committee elects to retain such
an external compensation consultant, the consultant shall
report directly to the Committee, which shall have sole
authority to approve the consultant's fees and to terminate
the consultant's services in its discretion. The Company shall
pay the consultant's fees, as approved by the Committee.
members shall be appointed annually by the Board on
recommendation of the Committee on Nominations and Corporate
Governance. The Committee shall be comprised of not less than
three (3) directors. Each member shall be a director who is
independent of management and the Company according to the
independence requirements of applicable statutes, regulations
and stock exchange listing standards.