2003 Committee Charter : HETHuman Resources Committee Charter
The purpose of the Human Resources Committee (the "Committee") of the Board is (1) to discharge the Board's responsibilities relating to compensation of the Company's executives, including by designing (in consultation with management or the Board), recommending to the Board for approval, and evaluating the compensation plans, policies and programs of the Company and (2) to produce an annual report on executive compensation for inclusion in the Company's proxy materials in accordance with applicable rules and regulations. The Committee shall ensure that compensation programs are designed to encourage high performance, promote accountability and assure that employee interests are aligned with the interests of the Company's stockholders.
In addition to the powers and responsibilities expressly delegated to the Committee in this Charter, the Committee may exercise any other powers and carry out any other responsibilities delegated to it by the Board from time to time consistent with the Company's bylaws. The powers and responsibilities delegated by the Board to the Committee in this Charter or otherwise shall be exercised and carried out by the Committee as it deems appropriate without requirement of Board approval, and any decision made by the Committee (including any decision to exercise or refrain from exercising any of the powers delegated to the Committee hereunder) shall be at the Committee's sole discretion. While acting within the scope of the powers and responsibilities delegated to it, the Committee shall have and may exercise all the powers and authority of the Board. To the fullest extent permitted by law, the Committee shall have the power to determine which matters are within the scope of the powers and responsibilities delegated to it.
The Committee shall be comprised of at least three directors as determined by the Board, none of whom shall be an employee of the Company and each of whom shall (1) satisfy the independence requirements of the New York Stock Exchange, (2) be a "non-employee director" within the meaning of Rule 16b-3 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and (3) be an "outside director" under the regulations promulgated under Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code"). Notwithstanding the foregoing, until the New York Stock Exchange requires that each Committee member be independent, the Committee may have one member that does not satisfy all three prongs listed above. Until the New York Stock Exchange requires that each Committee member be independent, a Committee member that does not meet tests 2 and/or 3 above, must recuse himself or herself from any discussions relating to any awards intended to comply with (a) the exemptions under Section 16(b) of the Exchange Act, or (b) Section 162(m) of the Code.
The members of the Committee, including the Chair of the Committee, shall be appointed by the Board on the recommendation of the Nominating/Corporate Governance Committee. Committee members may be removed from the Committee, with or without cause, by the Board.
Meetings and Procedures
The Chair (or in his or her absence, a member designated by the Chair) shall preside at each meeting of the Committee and set the agendas for Committee meetings. The Committee shall have the authority to establish its own rules and procedures for notice and conduct of its meetings so long as they are not inconsistent with any provisions of the Company's bylaws that are applicable to the Committee.
The Committee shall meet on a regularly scheduled basis at least four times per year and more frequently as the Committee deems necessary or desirable.
All non-management directors that are not members of the Committee may attend and observe meetings of the Committee, but shall not participate in any discussion or deliberation unless invited to do so by the Committee, and in any event shall not be entitled to vote. The Committee may, at its discretion, include in its meetings members of the Company's management, representatives of the independent auditor, the internal auditor, any other financial personnel employed or retained by the Company or any other persons whose presence the Committee believes to be necessary or appropriate. Notwithstanding the foregoing, the Committee may also exclude from its meetings any persons it deems appropriate.
The Committee shall have the sole authority, as it deems appropriate, to retain and/or replace, as needed, any independent counsel, compensation and benefits consultants and other outside experts or advisors that the Committee believes to be necessary or appropriate. The Committee may also utilize the services of the Company's regular legal counsel or other advisors to the Company. The Company shall provide for appropriate funding, as determined by the Committee, for payment of compensation to any such persons retained by the Committee.
The Chair shall report to the Board following meetings of the Committee and as otherwise requested by the Chairman of the Board.
Duties and Responsibilities
The Committee shall, at least annually, review and, if necessary, revise the compensation philosophy of the Company, including performing the following:
Assess whether the components of executive compensation support the Company's culture and business goals;
Consider the impact of executive compensation programs on shareholders;
Consider the potential for media attention;
Consider issues and approve policies regarding qualifying compensation for executives for tax deductibility purposes;
Approve the appropriate balance of fixed and variable compensation; and
Approve the appropriate role of performance based and retention based compensation.
The Committee shall, at least annually, review and approve corporate goals and objectives relating to the compensation of the Chief Executive Officer, evaluate the performance of the Chief Executive Officer in light of these goals and objectives and establish the compensation of the Chief Executive Officer based on such evaluation.
The Committee shall set compensation practices for all executives, including an analysis relative to competition.
The Committee shall approve the most appropriate set of companies against which to compare compensation levels and practices and shall approve targeted competitive pay structures.
The Committee shall manage and review stock options, employee pensions, benefit plans, compensation plans, incentive programs, performance-based equity compensation plans and bonus awards under incentive programs (including the Senior Executive Incentive Plan, the Annual Management Bonus Plan, the Time Accelerated Restricted Stock Plan and the Executive Stock Purchase Plan) (each, a "Plan"), and with respect to each Plan shall have responsibility for:
monitoring the usage of shares under stock plans and authorize additional shares if needed, subject to the approval of stockholders if necessary or appropriate;
setting performance targets as appropriate and committing to writing any and all performance targets for all executives and management directors within the first 90 days of the performance period to which such target relates or, if shorter, within the period provided by Section 162(m) of the Code in order for such target to be "pre-established" within the meaning of Section 162(m);
approving all amendments to, and terminations of, all compensation plans and any awards under such plans;
granting any awards under any performance-based equity compensation plans to management directors, executives and current employees with the potential to become the CEO or an executive, including stock options and other equity rights (e.g., restricted stock, stock purchase rights); and
granting any bonus awards under the Company's incentive programs to certain key executives and management directors.
The Committee shall establish and periodically review policies concerning perquisite benefits.
The Committee shall periodically review fees and benefits of non-management directors and make recommendations, as required, to the Board, such review to take place at least every three years.
The Committee shall determine the Company's policy with respect to the Code, including the application of Section 162(m) of the Code.
The Committee shall determine the Company's policy with respect to change of control or "parachute" payments.
The Committee shall elect corporate officers (other than the Chairman of the Board, the Chief Executive Officer, the President, the Chief Operating Officer and the Chief Financial Officer) and nominate, for election by the Board, the Chairman of the Board, the Chief Executive Officer, the President, the Chief Operating Officer, the Chief Financial Officer and members of Board-appointed committees.
The Committee shall review periodically with the Chairman of the Board and the Chief Executive Officer the succession plans relating to positions held by elected corporate officers, and make recommendations to the Board with respect to the selection of individuals to occupy those positions.
The Committee shall produce the Report of the Human Resources Committee to be included as part of the Company's annual proxy statement.
The Committee shall evaluate its own performance on an annual basis, including its compliance with this Charter, and provide any written material with respect to such evaluation to the Board, including any recommendations for changes in procedures or policies governing the Committee. The Committee shall conduct such evaluation and review in such manner as it deems appropriate.
The Committee shall review and reassess this Charter at least annually and submit any recommended changes to the Board for its consideration.
Delegation of Duties
In fulfilling its responsibilities, the Committee shall be entitled to delegate any or all of its responsibilities to a subcommittee of the Committee or to specified executives of the Company, except that it shall not delegate its responsibilities for any matters where it has determined such compensation is intended to comply with (a) the exemptions under Section 16(b) of the Exchange Act, or (b) Section 162(m) of the Code.