COMPENSATION COMMITTEE CHARTER
The function of the Compensation Committee is to assist the Board of Directors
in fulfilling its oversight responsibilities relating to executive compensation
and to produce the Committee report included in the annual proxy statement in
accordance with applicable SEC rules and regulations.
The Compensation Committee's responsibilities include:
- Determining the compensation of the Executive
Officers, including equity awards, bonuses, and other incentives, and
recommending to the independent directors the compensation for the Chief
Executive Officer. When determining the appropriate compensation to be
awarded to the CEO, the Compensation Committee will consider:
Nominating and Corporate Governance Committee's evaluation of the CEO's
- a peer group analysis conducted by independent consultants and
recommendations of independent consultants, in each case, if requested by the
in determining the long-term incentive compensation of the CEO, the
Compensation Committee will consider, among other factors, 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 Company's
CEOs in past years. Notwithstanding the foregoing, if any grant or award to the
CEO is intended to qualify for the performance-based compensation exemption
from the limitations on deductibility of executive compensation imposed by
Section 162(m) of the Internal Revenue Code or any successor thereto, the
Compensation Committee, rather than the Board, shall approve such award, but it
may refer such award to the Board for ratification.
- Periodically reviewing and approving, and in the
case of the CEO, recommending, the following as they affect the CEO and
the Company's Executive Officers: (a) any employment agreements and
severance arrangements; (b) any change-in-control agreements and
change-in-control provisions affecting any elements of compensation and
benefits; and (c) any special or supplemental compensation and benefits
for the CEO and the Executive Officers and persons who formerly served as
the CEO and/or Executive Officers, including supplemental retirement
benefits and the perquisites provided to them during and after employment.
- Establishing the Incentive Bonus Plan payment
grid, individual targets, and the net income target for the Executive
- Recommending the Succession Plan for the Executive
Officers and the CEO.
- Recommending the compensation paid to directors
(including retainers, fees, equity awards, and other compensation as
- Reviewing the liability insurance coverage for
directors and officers.
- Reviewing periodic reports on the Company's
compensation programs as they affect all employees and approving any
additions or modifications to such compensation programs, including the
establishment of new compensation programs.
- Reviewing the financial performance and the
operations of the Company's major benefit plans.
- Approving new executive compensation programs.
- Delegating to the Company's administrative
committees authority to make non-material changes to the Company's benefit
plans and programs.
- Administering the Company's incentive plans for
- Monitoring the Company's compliance with the
requirements under the Sarbanes-Oxley Act of 2002 relating to 401(k) plans
and loans to directors and officers and with other applicable laws
affecting employee compensation and benefits.
- Overseeing the Company's compliance with the
requirement under the New York Stock Exchange rules that shareholders
approve equity compensation plans with limited exceptions.
- Reviewing and assessing the adequacy of this
Charter on an annual basis and submitting any proposed amendment to the
Board for approval.
3. MEMBERSHIP AND ORGANIZATION
- The Compensation Committee shall consist of at
least three members of the Board of Directors, as the Board shall from
time to time determine.
- Each member shall be: (a) independent under the
rules of the New York Stock Exchange and in accordance with the Company's
Corporate Governance Principles; (b) a "non-employee director"
as that term is defined under Securities and Exchange Commission Rule
16b-3; and (c) an "outside director" as that term is defined for
the purposes of the Internal Revenue Code, section 162(m). In addition, at
least one member shall be, or within such period after his or her
appointment determined by the Board, shall become, financially literate.
- The members of the Committee shall be elected
annually by resolution passed by a majority of the Board of Directors
(based on the recommendation of the Nominating and Corporate Governance
Committee) at its first meeting following the Annual Meeting of
Shareholders and shall serve until the first meeting of the Board of
Directors following the next Annual Meeting of Shareholders and until
their successors are elected and qualified or until their earlier death,
resignation or removal, with or without cause, in the discretion of the
Board. Unless a Chair is elected by the Board of Directors, the members of
the Committee shall designate a Chair by a majority vote of the full
- The Committee may delegate its authority to a
subcommittee or subcommittees.
- The Committee shall promptly inform the Board of
the actions taken or issues discussed at its meeting. This will generally
take place at the Board meeting following a committee meeting.
The Committee shall meet at least
four times annually, or more frequently if circumstances dictate. Committee
meetings shall be called and conducted in the manner provided for in the Bylaws
of the Company.
The Committee shall have the sole
authority, at the expense of the Company, to retain (including authority to
approve fees and other retention terms) and terminate compensation consultants
to assist it in the evaluation of executive compensation. The Committee shall also
have authority to obtain advice and assistance from internal or external legal,
accounting, or other advisors as it shall deem appropriate without management
6. PERFORMANCE REVIEW
The Committee shall evaluate its
The Compensation Committee's
responsibilities and powers, as delegated by the Board of Directors, are set
forth in this Charter.