COMPENSATION COMMITTEE CHARTER
I. Compensation Committee Purpose
The Compensation Committee (the “Committee”), in its capacity as a committee of
the Board, shall assist the Board by taking direct responsibility for:
• reviewing and approving corporate goals and objectives relevant to the
Chief Executive Officer’s compensation, evaluating the Chief Executive
Officer’s compensation in light of these goals and objectives and, either as
a committee or together with the other independent directors (as directed
by the Board), determining and approving the Chief Executive Officer’s
compensation level based on this evaluation;
• reviewing and approving compensation for executives (other than the
Chief Executive Officer) and reviewing and making recommendations to
the Board with respect to incentive compensation and equity-based plans;
• producing an annual report on executive compensation for inclusion in the
Company’s proxy statement in accordance with applicable laws, rules and
II. Compensation Committee Authority
The Committee has the authority to retain and terminate any compensation consulting
firm in the field of executive compensation to assist the Committee with its evaluation
of director, chief executive officer or senior executive compensation as set forth
herein, including the authority to approve the firm’s fees and other retention terms.
The Committee also has the authority to retain, at the Company’s expense, internal or
external legal, accounting, investment manager, or other consultants or other advisors
of its choice as it deems necessary or appropriate in the performance of its duties.
The Committee may request any officer or employee of the Company or the Company’s
counsel or independent auditor to attend any meeting of the Committee or to
meet with any members of, or consultants to, the Committee.
The Committee may delegate authority to an individual member of the Committee or
to subcommittees to the extent permitted by applicable laws, rules and regulations, including
those of the
III. Compensation Committee Membership and Meetings
The Committee shall be comprised of two or more independent directors appointed
annually by the Board. Each member shall comply with and satisfy the requirements
Rule 16b-3 promulgated by the Securities and Exchange Commission and all other
applicable laws, rules and regulations and may be removed by the Board of Directors
in its discretion.
The Committee shall meet as frequently as circumstances dictate. Meetings of the
Committee shall be called by the Chairman of the Committee or the Chief Executive
Officer of the Company. All meetings of the Committee shall be held pursuant to the
Bylaws of the Company with regard to notice and waiver thereof, and written minutes
of each meeting shall be duly filed in the Company’s records. If a Committee Chairman
is not designated by the Board or present at a meeting, the members of the Committee
may designate a Chairman of the meeting by majority vote of the Committee
membership. Reports of meetings of the Committee shall be made to the Board at its
regularly scheduled meeting following the Committee meeting accompanied by any
recommendations to the Board approved by the Committee.
IV. Compensation Committee Responsibilities
The Committee shall:
1. Review from time to time, but at least annually, the Company’s compensation
strategy to ensure that senior management is rewarded appropriately for its
contributions to Company growth and profitability and consistently with the
compensation strategy of the Company, competitive practice, and the requirements
of the appropriate regulatory bodies, and that the executive compensation
strategy supports organization objectives and shareholder interests.
2. Review and approve corporate goals and objectives relevant to the Chief Executive
Officer’s compensation, evaluate the Chief Executive Officer’s performance
in light of these goals and objectives, and, either as a committee or,
at the discretion of the Committee, together with the other independent directors,
determine and approve the Chief Executive Officer’s compensation level
based on this evaluation. In determining the long-term incentive component of
the compensation of the Chief Executive Officer, the Committee should consider
the Company’s performance and relative shareholder return, the value of
similar incentive rewards to the chief executive officer at comparable companies,
and the awards given to the Chief Executive Officer in past years, as well
as any other factors the Committee deems relevant.
3. Evaluate the performance of the Chief Executive Officer, and oversee the
evaluation of management.
4. Assure that the Company’s incentive compensation, supplemental pension, deferred
compensation and equity-based compensation plans are administered in
a manner consistent with the Company’s compensation strategy for executives,
including without limitation as to participation, target annual incentive awards,
corporate financial goals and total funds reserved for payment under the compensation
5. Review and approve compensation to executives of the Company (other than
the Chief Executive Officer), including incentive compensation awards, grants
of stock options and issuances of equity securities.
6. Prepare an annual report on executive compensation for inclusion in the Company’s
proxy statement, in accordance with applicable laws, rules and regulations.
7. Review and make recommendations to the Board with respect to the amount
and manner of payment and compensation for non-employee members of the
Board and committees of the Board and the terms on which such fees may be
8. Review and make recommendations to the Board with respect to incentive
compensation, supplemental pension, deferred compensation and equity-based
compensation plans applicable to executives and changes to such plans, in each
case subject, where appropriate, to shareholder approval.
9. Review and reassess the adequacy of this Charter and the Committee’s own
performance annually or more often as conditions dictate, and recommend
proposed changes to the Board.
10. Perform any other activities consistent with this Charter, the Company’s Bylaws
and governing law, as the Committee or the Board deems necessary or