Orin R. Smith, Chair; Constance J. Horner, Theodore E.
Martin, Tony L. White
The purpose of the Compensation Committee is to discharge the responsibilities
of the Board of Directors to the shareholders and investment community with
respect to the compensation of the Company's executives.
The Committee shall be comprised of three or more members, each of whom is
determined by the Board of Directors to be "independent" under the
rules of the New York Stock Exchange. Additionally, no director may serve
unless he or she (i) is a "Non-employee
Director" for purposes of Rule 16b-3 under the Securities and Exchange Act
of 1934, as amended, and (ii) satisfies the requirements of an "outside
director" for purposes of Section 162(m) of the Internal Revenue Code.
In furtherance of its purpose the Committee shall:
- Establish the Company's
executive compensation policies.
- Review the compensation of
officers and approve changes in compensation.
- Approve salary rates, bonuses
and all other compensation, including the award of equity-based
compensation to all officers. This Committee shall inform the Board of
compensation and awards so approved.
- Review and approve the goals
and objectives relevant to the compensation of the Chief Executive
Officer, evaluate the Chief Executive Officer's performance against those
goals and objectives, and set the Chief Executive Officer's compensation
level based on this evaluation.
- Administer the Company's
equity compensation plans. All powers and discretion vested in the Board
under these Plans may be exercised by this Committee.
- Review employee benefit
programs and recommend to the Board of Directors proposals for adoption,
significant amendment or termination of the Company's executive incentive
compensation plans, equity-based plans as well as its principal pension
and welfare plans.
- Approve the issuance of
change of control agreements to employees, except that change of control
agreements for employees who are also directors of the Company will be
approved by the Board of Directors.
- Select, retain and/or
replace, as needed, compensation and benefits consultants and other
outside consultants to provide independent advice to the Committee. In
that connection, in the event the Committee retains any such consultant,
the Committee shall have the sole authority to approve such consultant's
fees and other retention terms.
- Report to the Board all
significant issues discussed and make recommendations to be acted upon by
- Issue an annual report to the
shareholders as required by the Securities and Exchange Commission for
inclusion in the Company's annual general meeting proxy statement.
- Conduct an annual evaluation
of the Committee's performance.
- Perform any other activities
consistent with this Charter, the Company's Bye-Laws and governing law, as
the Committee or the Board deems necessary or appropriate.