- Compensation Philosophy and
consultation with senior management, the Committee shall establish the
Company’s general compensation philosophy, and oversee the development
and implementation of executive compensation programs and policies with
respect to the engagement of individuals as independent contractors of
the Company. The Committee shall review on a periodic basis the
Company’s executive compensation programs and make any modifications that
the Committee may deem necessary or advisable, in its sole discretion.
- Chief Executive Officer
The Committee shall annually review and approve the Company’s goals and
objectives relevant to the compensation of the Chief Executive Officer and
shall evaluate the performance of the Chief Executive Officer in light
of those goals and objectives. Based on such evaluation, the Committee
shall have the sole authority to set the compensation (including base
salary, incentive compensation and equity-based awards) of the Chief
Executive Officer. In determining incentive compensation, the Committee
shall consider, among other factors it deems appropriate from time to
time, the Company’s performance and relative shareholder return, the
value of similar incentive awards to chief executive officers at
comparable companies, and the awards given to management in prior years.
- Officer Compensation. The Committee shall also
review and approve the compensation (including base salary, incentive
compensation and equity-based awards) of officers above the level of
Vice President of the Company and its business unit subsidiaries
corresponding to its geographic operating segments, review and approve
compensation guidelines for all other officers, review the compensation
of Managing Directors above the equivalent level of Vice President and
review and approve the compensation guidelines for all other officers.
- Benefit Plans. The Committee shall review
the terms of the Company’s incentive compensation plans, equity-based
plans, retirement plans, deferred compensation plans and welfare benefit
plans. Unless otherwise delegated in accordance with the provisions of
Article III.K., the Committee shall administer such plans, including
determining any incentive or equity-based awards to be granted to
members of senior management under any such plan.
- Post-Service Arrangements and
The Committee shall review periodically policies with respect to
post-service arrangements and perquisites provided to officers, including
the Chief Executive Officer.
- Appointment and Monitoring of
Named Fiduciaries. With respect to any funded employee benefit plan covering
employees of the Company subject to the fiduciary responsibility
provisions of the Employee Retirement Income Security Act of 1974, the
Committee shall have the authority to appoint and terminate the named
fiduciary or named fiduciaries of such plan and shall monitor their
performance, unless such fiduciaries are specified in the constituent
- Annual Compensation Committee
Committee shall produce an annual report on executive compensation for
inclusion in the Company’s annual proxy statement, all in accordance
with applicable rules and regulations.
- Committee Performance
The Committee shall evaluate its own performance on an annual basis and
develop criteria for such evaluation.
- Access to Consultants. The Committee shall have
the resources and authority to discharge its duties and responsibilities
as described herein, including the authority to select, retain and
terminate counsel, consultants and other experts. The Committee shall
have the sole authority to select, retain and terminate a compensation
consultant and approve the consultant's fees and other retention terms.
- Delegation. When appropriate, as
permitted under applicable law and the listing standards of the New York
Stock Exchange, the Board or the Committee may delegate any of its
responsibilities to a subcommittee comprised of one or more members of
the Committee, the Board or members of management.
- Other Duties. The Committee shall also
carry out such other duties as may be delegated to it by the Board of
Directors from time to time.