The Committee will assist the Board of Directors in the
Determine that the Company's executive compensation
programs throughout the enterprise (including affiliates and subsidiaries)
are designed and administered to attract, retain and motivate key
executives of the organization.
Approve (a) executive compensation programs, including
executive base salaries; (b) supplemental benefit plans, including
supplemental retirement plans; (c) change in control severance agreements;
(d) deferred compensation programs; (e) stock award programs; (f) executive
perquisites and employment, separation and management agreements; and (g)
annual and long-term incentives, including the approval of awards, measures
and targets and the certification of attainment of performance goals for
Annually review and approve corporate goals and
objectives for the CEO and evaluate the CEO's performance against those
goals. Based on this evaluation, determine and approve the CEO's
compensation. Such determinations will be based on the factors, measures and
responsibilities deemed by the Committee to be relevant and appropriate
market comparisons. The Presiding Director, if one has been elected and is
an independent director, will participate in the Committee's review and
Approve the compensation of the Company's executives,
other than the CEO, based on performance, relevant market comparisons,
recommendations of Management, and other factors deemed by the Committee to
be relevant and appropriate market comparisons.
Annually review executive perquisites.
Annually review and recommend to the Board for approval
the slate of officers to be elected by the Board at the annual Directors'
Review the organization's succession plans at least once
annually and make recommendations to the Board regarding successors for
senior officers and plans for their development.
Approve an annual report on executive compensation as
required by the SEC for inclusion in the Company's annual proxy statement
or annual report on Form 10-K.
Review and reassess the adequacy of the charter annually
and recommend any proposed changes to the Corporate Governance Committee.
Annually conduct a performance evaluation of itself and report results to the Board.
Review other matters that may be delegated to the
Committee by the Board.
Make reports to the Board of Directors and keep the
Board informed of matters that come before the Committee as the Committee
believes necessary and appropriate. Advise the
Board of any developments that the Committee believes should have Board