To assist the board of directors in discharging its responsibilities
relating to compensation of the Company's directors and principal executive
officers, the Stock Option and Executive Compensation Committee (the
"Committee") has been appointed by the Board of Directors to:
Approve and evaluate compensation programs, plans and awards for
directors and principal executive officers; and
Issue an annual report on executive compensation in accordance with
applicable rules and regulations of the Securities and Exchange Commission
for inclusion in the Company's proxy statement.
The Committee shall be comprised of at least three directors who are
independent of management and the Company as defined by Dillard's Corporate
Governance Guidelines. Members of the Committee shall also meet the
independence and qualification requirements of the federal securities laws
and the applicable regulations of the Securities and Exchange Commission
("SEC") and the New York Stock Exchange.
The qualification of persons to serve on the Committee shall be
determined by the Board of Directors. The Board of Directors will annually
appoint the Committee members and a Chairman. The Board of Directors may
fill vacancies on the Committee. The Board of Directors may remove a
Committee member from the Committee at any time with or without cause.
In discharging its appointment from the Board of Directors, the
1. Have the sole
authority to retain and terminate any compensation consultant to be used to
assist in the evaluation of director, CEO or senior executive compensation
and have sole authority to approve the consultant's fees and other
2. 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
determine and approve the CEO's compensation level based on this
3. In determining
the long-term incentive component of CEO compensation, consider the
Company's performance and relative shareholder return, the value of similar
incentive awards to CEOs at comparable companies, and the awards given to
the CEO in past years.
4. Annually review
and make recommendations to the Board of Directors with respect to the
compensation of all directors and principal executive officers, including
any incentive-compensation plans and equity-based plans that are subject to
approval by the Board of Directors.
5. Annually review
and approve, for the CEO and the senior executive officers of the Company,
(a) the annual base salary level, (b) the annual incentive opportunity
level, (c) the long-term incentive opportunity level, (d) employment
agreements, severance arrangements, and change in control
agreements/provisions, in each case as, when and if appropriate, and (e)
any special or supplemental benefits.
6. Review and
approve any equity-based compensation plans that are not required by
applicable laws and regulations to be approved by Company stockholders.
7. Review and
approve permissible forms of compensation for directors who are intended to
meet the independence qualification of the federal securities laws and the
rules and regulations of the SEC and the New York Stock Exchange.
8. Have the
authority to form and delegate authority to subcommittees when appropriate.
9. Submit the
minutes of all meetings of the Committee to, or discuss the matters
discussed at each Committee meeting with, the Board of Directors.
10. Review and
reassess this charter at least annually and obtain the approval of the
Board of Directors to any changes determined appropriate by the Committee.
11. Have the
authority to investigate matters with full access to all books, records,
facilities and personnel of the Company and, when appropriate, the
authority to hire outside legal, accounting or other experts or advisors to
assist the Committee with its work.
12. Undertake all
further actions and discharge all further responsibilities imposed upon the
Committee from time to time by the Board of Directors or by applicable
rules of the Securities and Exchange Commission and the New York Stock
13. Conduct an annual