LEE ENTERPRISES, INCORPORATED
2003 Compensation Charter: LEE
EXECUTIVE COMPENSATION COMMITTEE CHARTER
The Executive Compensation Committee is appointed by the Board to discharge the Board's responsibilities relating to compensation of the Company's directors and officers. The Committee has overall responsibility for approving and evaluating the director and officer compensation plans, policies and programs of the Company.
The Executive Compensation Committee shall prepare the report on executive compensation required by the rules of the Securities and Exchange Commission for inclusion in the Company's annual proxy statement.
The Committee shall consist of no fewer than three members. The members of the Committee shall meet the independence requirements of the New York Stock Exchange.
The members of the Committee shall be appointed by the Board on the recommendation of the Nominating and Governance Committee. Committee members may be replaced by the Board.
1. The Committee shall administer and take final action under the 1990 Long-Term Incentive Plan of the Company, act as a disinterested committee under the Plan, and make timely reports thereon to the Board of Directors.
2. The Committee shall administer and take final action with respect to the Retirement Account Plan for Employees of Lee Enterprises, Incorporated, its associated trust and any other qualified retirement plans and trusts maintained by the Company, and make timely reports to the Board of Directors with respect to its actions under such plans.
3. The Committee shall define an executive total compensation policy that (a) supports the Company's overall strategy and objectives; (b) attracts and retains key executives; (c) links total compensation to financial performance and the attainment of strategic objectives; and (d) provides competitive total compensation opportunities at a reasonable cost while enhancing the ability to fulfill the Company's objectives.
4. The Committee shall establish compensation policy, administer compensation plans and make decisions with respect to the compensation of key Company executives.
5. The Committee shall review and approve all compensation plans and arrangements for the Chief Executive Officer and other key executives of the company, including the annual base salary levels, annual incentive opportunity levels, executive perquisites, employment agreements (if and when appropriate), benefits and supplemental benefits, and make timely reports to the Board of Directors with respect to its actions.
6. The Committee shall annually appraise the performance of the Chief Executive Officer and provide developmental feedback to the Chief Executive Officer.
7. The Committee shall annually evaluate the Chief Executive Officer and other key executives' compensation levels and payouts against (1) measurable performance goals and objectives; and (2) an appropriate comparative group.
8. The Committee shall review the relationship of the Company's strategic and financial plans to its compensation program.
9. The Committee shall review and approve new compensation plans and benefit programs that are consistent with compensation policy, and monitor the appropriateness and effectiveness of such plans.
10. The Committee shall, in coordination with the Audit Committee (or other appropriate committee(s)), review and approve in advance the contents of all regulatory filings relating to compensation matters. This includes preparation of its report in the annual proxy statement and the footnote disclosure of executive compensation elements in the annual report.
11. The Committee shall ensure the total compensation program and practices of the Company are designed with full consideration of applicable tax, accounting, legal and regulatory requirements (including IRC §162(m)), and are of the highest quality.
12. The Committee shall approve employment severance plans or other separation arrangements for officers or other key executives involving consideration in excess of $200,000.
13. The Committee shall approve employment contracts for executives extending beyond one year.
14. The Committee shall have the sole authority to retain and terminate any compensation consultant to be used to assist in the evaluation of director, CEO or senior executive compensation and shall have sole authority to approve the consultant's fees and other retention terms. The Committee shall also have authority to obtain advice and assistance from internal or external legal, accounting or other advisors.
15. The Committee may form and delegate authority to subcommittees when appropriate.
16. The Committee shall examine the form and amount of non-management director compensation annually and present its findings and recommendations annually to the Board of Directors. In formulating its recommendations, the Committee shall give consideration to the past director compensation practices, the form and nature of compensation of non-management directors of comparable public companies, and the requirements of independence and potential effect of compensation thereon imposed by law and the NYSE Listing Standards.
17. The Committee shall make regular reports to the Board.
18. The Committee shall review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval. The Committee shall annually review its own performance.