CHARTER OF COMPENSATION COMMITTEE
Committee shall consist of at least three directors, all of whom shall be
independent as such term is defined by the rules of the New York Stock Exchange
(“NYSE”). Committee members shall be appointed by the Board of Directors on the
recommendation of the Nominating and Corporate Governance Committee. Committee
members shall hold their offices for one year and until their successors are
elected and qualified, or until their earlier resignation or removal. All
vacancies in the Committee shall be filled by the Board. The Board shall
designate one of the members as Chairman of the Committee.
The Committee shall keep
a separate book of minutes of their proceedings and actions. The Committee
shall meet periodically, as deemed necessary by the Chairman of the Committee.
All meetings shall be at the call of the Chairman of the Committee. The
Committee shall elect a Secretary to the Committee who shall give notice personally
or by mail, telephone, facsimile or electronically to each member of the
Committee of all meetings, not later than the close of business on the day
before the meeting, unless all of the members of the Committee in office waive
notice thereof in writing at or before the meeting, in which case the meeting
may be held without advance notice. A majority of the members of the Committee
shall constitute a quorum for the transaction of business.
The Committee shall
approve its schedule of meetings and shall meet at least [two] times per year.
The Committee may also hold additional meetings at the direction of the
Chairman of the Committee or at the request of any other Committee member. The
Committee may meet in person or by telephone conference call, and may act by
unanimous written consent.
Purpose and Authority
Committee’s duties, responsibilities and authorities shall be as outlined
- Review and recommend to the Board the total
compensation for the Directors of the Company.
- Establish the total compensation package
provided to the Chief Executive Officer, as well as such other officers of
the Company whose compensation is disclosed in the Company’s proxy
statement, and review and/or approve the actual compensation (including
base pay adjustments, and any annual and long-term incentive payouts) paid
to all senior executive officers of the Company.
- The Committee should be involved with any
employment agreements, severance agreements or change of control agreements
between the Company and its senior executive officers.
- Specifically as to the Chief Executive Officer,
review and approve the compensation of the Chief Executive Officer in
light of his or her performance review by the Nominating and Corporate Governance
Committee and set the Chief Executive Officer’s compensation level based
on this evaluation.
- Review and recommend to the Board the creation
and/or revision of incentive-compensation plans and equity-based plans.
- Draft and approve the Compensation Committee
Report on Executive Compensation included in the Company’s proxy
statements and generally oversee compliance with the compensation
reporting requirements of the SEC.
- Retain consultants, from time to time, to advise
the Committee on executive compensation practices and policies, or any
other matters within the charter of the Committee. The Compensation
Committee shall also have sole authority to obtain advice and assistance
from internal or external legal, accounting or other advisors.
- Obtain through discussions with management of
the Company a general understanding of compensation design throughout the
- Establish the design of the benefit plans that
pertain to Directors, the Chief Executive Officer and senior executive
officers of the Company who report directly to the Chief Executive
- Administer all plans that require “disinterested
administration” under Rule 16b-3 of the Securities Exchange Act of 1934.
- Provide oversight of the Company’s human
resource development programs, including programs designed to attract,
retain, develop, and motivate the Company’s employees.
- Assist the Board in developing and evaluating
potential candidates for executive positions, including the Chief
Executive Officer, and ensure the development of executive succession
- Review and recommend for Board approval the
election of officers of the Company.
- Perform an annual evaluation of the Committee’s