HUDSON UNITED BANCORP COMPENSATION COMMITTEE CHARTER
The Compensation Committee ("CC") is appointed by the Board to
discharge the Board's responsibilities concerning compensation of the Company's
Directors and officers including review and oversight of all compensation
plans, policies and programs of the Company. The CC must also prepare an annual
report on executive compensation for inclusion in the Company's proxy statement
and will evaluate the performance of the CEO.
The Compensation Committee shall operate as the Stock Committee or Stock
Sub-Committee for purposes of awards under the Company Stock Option Plan and
Restricted Stock Plan.
The CC will consist of not less than three directors who shall meet the
independence requirements of the New York Stock Exchange.
The members shall be appointed and replaced by the Board.
In addition to independence, qualification for membership shall include
financial literacy and business management experience.
Committee Authority and Responsibilities
- Annually, the CC shall
determine the form and amount of Director compensation
with appropriate benchmarking against peer companies.
- The CC shall have the sole
authority to retain and terminate any compensation consultant or benefits
consultant to be used to assist in the evaluation of Director, CEO or
executive compensation and shall have sole authority to approve
consultant's fees and other retention terms. The CC shall have sole
authority to set the parameters of the engagement and to receive the
reports of consultants retained by them.
- The CC has the authority to
obtain advice and assistance from internal or external legal, accounting
and other advisors as it may require.
- Annually, the CC shall review
and approve the corporate goals and objectives relevant to CEO
compensation, evaluate the CEO's performance in light of those goals and objectives,
determine whether or not the CEO is providing the best leadership for the
Company's long term and short term goals and recommend to the Board the
CEO's compensation package based upon this evaluation. In determining the
CEO's long term incentive compensation, the CC will consider the Company's
performance, relative shareholder return, peer comparisons and the awards
granted to the CEO in past years.
- Annually, the CC shall review
the compensation of executive officers and other key executives, including
compensation plans, incentive plans and equity based plans and make
recommendations to the Board for:
(a) the annual base salary level
(b) the annual incentive opportunity level
(c) the long term incentive opportunity level
(d) employment agreements, severance arrangements and change-in-control
agreements/provisions and, if appropriate,
(e) any special or supplemental benefits.
- The CC is the designated
administrator of all employee benefit plans and has the authority to make
all decisions concerning the administration of the benefit plans.
- The CC shall review its
charter annually to make recommendations to the Board for change.
- The CC shall report to the
Board at least quarterly.
- The CC shall conduct a self
evaluation to determine whether it is functioning effectively at least
- The CC shall consider methods
of creating incentives for management to achieve sustained growth in
earnings and shareholder value and shall make recommendations to the Board.