Compensation Committee Charter

 

 

PURPOSE

The purposes of the Compensation Committee are to discharge the responsibilities of the Board of Directors relating to compensation of the Company’s Chief Executive Officer and other members of the Company’s senior management, to establish compensation programs that comply with the Company’s compensation philosophy, and to produce a compensation committee report on executive compensation for inclusion in the Company’s proxy statement or annual report, in accordance with applicable rules and regulations.


MEMBERSHIP

The Committee will consist of two or more members of the Board appointed from time to time by the Board. The Committee will consist solely of independent directors who meet the independence requirements of the Securities and Exchange Commission and the New York Stock Exchange. Members of the Committee are subject to removal at any time by a majority of the Board without cause. Any resulting vacancy may be filled by the Board.


DUTIES AND RESPONSIBILITIES

The Committee will:

1. review and approve corporate goals and objectives relevant to the compensation of the Chief Executive Officer;

2. evaluate the Chief Executive Officer’s performance in light of approved goals and objectives and determine and approve the Chief Executive Officer’s compensation level based on this evaluation;

3. make recommendations to the Board with respect to non-Chief Executive Officer compensation, incentive compensation plans and equity-based plans;

4. produce a compensation committee report on executive compensation for inclusion in the Company’s proxy statement or annual report, in accordance with applicable rules and regulations; and

5. conduct an annual evaluation of the Committee’s performance in carrying out these duties and responsibilities.

 

The Committee will provide regular reports of its activities to the Board.

MEETINGS

The Committee shall meet as frequently as circumstances dictate, but no less than once a year. A majority of the members of the Committee will constitute a quorum for the transaction of business.


RESOURCES AND AUTHORITY

The Committee will have the resources and authority appropriate to discharge its responsibilities, including sole authority to retain and terminate external compensation consultants and to approve the fees and other retention terms related to the appointment of such consultant.

The Committee may delegate its authority to subcommittees established by the Committee from time to time, which subcommittees will consist of one or more members of the Committee and will report to the Committee.


ADOPTION OF CHARTER

This Charter was originally adopted by the Board of Directors on April 26, 2004.

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