COMMITTEE ON EXECUTIVE COMPENSATION
Charter and Mandates
The Committee is appointed by the Board to discharge the Board's responsibilities relating to compensation of the Corporation's officers and other key executives. The Committee has overall responsibility for approving and evaluating the compensation plans, policies and programs impacting such executives of the Corporation.
The Committee is formed by Board Resolution pursuant to Article VI, Section 3 of the Bylaws. Changes to the Committee's Charter and Mandates must also be made by Board Resolution. The Committee will act only as a committee, with individual members possessing no power to act on their own.
The Committee will consist of at least three Directors, including a Committee Chairman. All Committee members must be independent, as that term is defined by the New York Stock Exchange.
APPOINTMENT OF MEMBERS AND CHAIRMAN
Both the members and the Chairman of the Committee will be appointed by the Board of Directors. The appointments will be made at each Annual Meeting of the Board or when successors are required.
REMOVAL OF MEMBERS AND CHAIRMAN
In accordance with Article VI, Section 7 of the Bylaws, any member of the Committee, including the Chairman, may be removed by majority vote of the Directors then in office.
In accordance with Article VI, Section 8 of the Bylaws, any vacancy may be filled by majority vote of the Directors then in office.
Frequency - The Committee will meet at least annually. The Committee may meet more frequently as necessary or appropriate.
Notice - In accordance with Article V, Section 6 of the Bylaws, notice of Committee meetings will be provided at least 24 hours in advance of the meeting. Meetings may be held at any time without notice if the members waive the notice requirement by attendance at the meeting or otherwise.
Forum - The Committee may meet in person or by telephone or other means acceptable to the Committee.
Quorum - A quorum shall consist of a majority of the Committee members. Action by a majority of the members shall constitute action by the Committee.
Chairman - In the absence of the Chairman, the Committee will designate by majority vote of the members present another member to serve as Acting Chairman of the meeting.
The Committee will report to the Board on the proceedings of each Committee meeting.
The Secretary of the Company, or his designee, will keep minutes of all Committee meetings.
Review and approve non-CEO compensation, incentive-compensation plans and equity-based plans.
Annually, review and approve corporate goals and objectives relevant to CEO compensation; evaluate the CEO's performance in light of established goals and objectives; as a committee or together with the other independent directors, as directed by the Board, set the CEO's compensation level based on this evaluation; and, in determining the long-term incentive component of CEO compensation, consider the Corporation'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.
Committee Interaction with Management
In consultation with executive management, establish and maintain a clear delineation of Committee responsibilities and those responsibilities delegated to management. Maintain a direct communication channel with internal corporate compensation experts, including the ability to confer independently with such experts.
Committee Charter and Performance
Review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval; and
Annually evaluate the performance of the Committee.
Prepare an annual report on compensation applying to officers and other key executives of the Corporation, for inclusion in the Corporation's proxy statement, in accordance with applicable rules and regulations.
The Committee will have the sole authority to retain and terminate any compensation consultant to be used to assist in the evaluation of chief executive officer ("CEO"), officer, or other key executive compensation and shall have sole authority to approve the consultant's fees and other retention terms.
The Committee will have the sole authority to retain any other outside firm deemed necessary to assist it in meeting its fiduciary obligations, including the sole authority to approve the firm's fees and other retention issues.
The Committee Charter, as revised periodically, will be published on the Company's public website.
CONSISTENCY WITH ARTICLES OF INCORPORATION, BYLAWS
To the extent that any provision or section of this Charter may be inconsistent with any article, provision or section of the Articles of Incorporation or the Bylaws of the Corporation, the Articles of Incorporation or the Bylaws, as appropriate, shall fully control.