Charter of the Compensation Committee
I. Statement of Purpose
The purposes of the Compensation Committee (the "Committee") of the Board of Directors (the "Board") shall be to oversee the Company's compensation and employee benefit plans and practices, including its executive compensation plans and its incentive-compensation and equity-based plans; and to produce an annual report on executive compensation for inclusion in the Company's proxy statement, in accordance with all applicable rules and regulations.
· The Committee shall be comprised of three or more directors appointed by the Board, one of whom shall be Chairperson, each free from any association with the Company that, in the opinion of the Board, would interfere with the exercise of his or her independent judgment as a member of the Committee and meeting the definition of "independent" contained in the Listing Standards of the New York Stock Exchange. Members of the Committee shall also qualify as "non-employee directors" within the meaning of Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended, and "outside directors" within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended, and shall satisfy any other necessary standards of independence under the federal securities and tax laws.
· The members of the Committee shall be elected annually to one-year terms by majority vote of the Board. A director may serve an unlimited number of terms on the Committee, including consecutive terms. Vacancies on the Committee shall be filled by majority vote of the Board at the next meeting of the Board following the occurrence of the vacancy. No member of the Committee may be removed except by majority vote of the Board.
· The Committee shall establish its own rules of procedure, which shall be consistent with the Company's Bylaws and this Charter. The Committee shall hold at least one meeting annually and such other meetings as may be deemed necessary by the Chairman of the Board or the Chairman of the Committee.
· The Committee may form subcommittees for any purpose it deems appropriate and delegate to such subcommittees such power and authority as the Committee deems appropriate. No subcommittee shall consist of fewer than two members and no power or authority may be delegated that must, by law, rule or regulation, be exercised by the Committee as a whole.
· At each meeting of the Board following its meetings, the Committee shall deliver a report on the meeting to the Board, including a description of all actions taken by the Committee at the meeting. The Committee shall keep written minutes of its meetings, which minutes shall be maintained with the books and records of the Company.
IV. Responsibilities and Duties
Executive and Board Compensation
The Committee shall have the following duties and responsibilities with respect to the Company's executive compensation plans:
· To review at least annually the goals and objectives of the Company's executive compensation plans and the compensation plans, in light of such goals and objectives and, if the Committee deems it appropriate, recommend to the Board the adoption of new, or the amendment of existing, compensation plans or their underlying goals and objectives.
· To evaluate annually the performance of the Chief Executive Officer in light of the goals and objectives of the Company's executive compensation plans, and set his or her compensation level based on this evaluation and in accordance with any applicable agreements. In determining the long-term incentive component of the Chief Executive Officer's compensation, the Committee shall consider all relevant factors, including the Company's performance and relative stockholder return, the value of similar awards to chief executive officers of comparable companies, and the awards given to the Chief Executive Officer of the Company in past years.
· To review perquisites or other personal benefits to the Company's executive officers and recommend any changes to the Board.
· To evaluate annually the appropriate level of compensation for Board and Committee service by non-employee members of the Board.
· To produce an annual report on executive compensation for inclusion in the Company's proxy statement, in accordance with all applicable rules and regulations.
Incentive-Compensation and Equity-Based Plans
· To review at least annually the goals and objectives of the Company's incentive-compensation plans and equity-based plans and the plans, in light of such goals and objectives and, if the Committee deems it appropriate, recommend to the Board the adoption of new, or the amendment of existing, plans or the underlying goals and objectives.
· To review all equity-based compensation plans that are not subject to stockholder approval under the Listing Standards of the New York Stock Exchange, and to recommend to the Board approval of such plans, in its sole discretion.
V. Evaluation of the Committee
The Committee shall, on an annual basis, evaluate its performance under this Charter. In conducting this review, the Committee shall evaluate whether this Charter appropriately addresses the matters that are or should be within its scope. The Committee shall address all matters that the Committee considers relevant to its performance, including at least the following: the adequacy, appropriateness and quality of the information and recommendations presented by the Committee to the Board, the manner in which they were discussed or debated, and whether the number and length of meetings of the Committee were adequate for the Committee to complete its work in a thorough and thoughtful manner. The Committee shall deliver to the Board a report setting forth the results of its evaluation, including any recommended amendments to this Charter and any recommended changes to the Company's or the Board's policies or procedures.
VI. Investigations and Studies; Outside Advisers
The Committee may conduct or authorize investigations into or studies of matters within the Committee's scope of responsibilities, and may retain, at the Company's expense, such independent counsel or other advisers as it deems necessary. The Committee shall have the sole authority to retain or terminate a compensation consultant to assist the Committee in carrying out its responsibilities, including sole authority to approve the consultant's fees and other retention terms, such fees to be borne by the Company.