CHARTER OF THE COMPENSATION
The purpose of the Compensation Committee of the Board is to discharge the
Board's responsibilities relating to compensation of the Company's executives, and
to produce an annual report on executive compensation for inclusion in the
Company's proxy statement. This Charter sets out the structure and
responsibilities of the Compensation Committee.
I. Structure and Qualifications
- The Compensation Committee shall consist of at
least three directors all of whom shall be independent. The members of the
Committee shall be appointed by the Board and may be removed by the Board
at any time.
To be considered independent the director must meet the requirements of the
Corporate Governance Rules of the New York Stock Exchange.
The Committee may delegate any of its powers and responsibilities to a
subcommittee of the Committee.
The Compensation Committee shall meet at least one time a year.
- Review, approve, and report to the Board
regarding the Company's overall compensation policy, including
compensation philosophy and strategy, short- and long-term incentive plans
and programs, stock ownership plans, and employee benefit plans.
- Review and approve corporate goals and
objectives relevant to CEO compensation, evaluate the CEO's performance in
light of those goals and objectives, and determine and approve the CEO's
compensation level based on this evaluation.
- Review and approve the compensation to be paid
to executive officers of the Company after giving the CEO the opportunity
to make recommendations with respect to such compensation to the
- Serve as the committee to administer the
incentive compensation plans, including stock option plans, unless the
Board specifically provides otherwise.
- Make recommendations to the Board with respect
to incentive- compensation plans and equity based plans.
- Possess the sole authority to retain and
terminate a compensation consultant, if the Compensation Committee chooses
to utilize such a consultant to assist in the evaluation of director, CEO,
or senior executive compensation.
- Produce a report on executive compensation as
required by the rules and regulations of the Securities and Exchange
Commission to be included in the Company's annual proxy statement or
annual report on Form 10-K.
- Conduct an annual performance evaluation of the
- Report to the Board at least annually and at the
Board meeting immediately following each meeting of the Committee.