Human Resources Committee/Charter
Dr. Roy A. Herberger, Jr., Chairman
Edward N. Basha, Jr.
William S. Jamieson, Jr.
Humberto S. Lopez
Human Resources Committee Charter:
The Human Resources Committee is composed of Directors who are independent within the meaning of applicable New York Stock Exchange rules.
The Committee is responsible to the Board of Directors and reports regularly to the Board on the activities of the Committee.
The Committee has sole authority to retain and terminate any consulting firm used to assist in the evaluation of director, Chief Executive Officer, or senior executive compensation, including sole authority to approve the consulting firm's fees and other retention terms.
HUMAN RESOURCES COMMITTEE DUTIES AND RESPONSIBILITIES
1. Review management's plans and programs for the attraction, retention, succession, motivation, and development of the human resources needed to achieve corporate objectives.
2. Review and approve policies on compensation, benefits, and perquisites, including incentive cash-compensation plans, equity participation, or other forms of executive incentives.
3. Recommend persons to the full Board for election or appointment as officers.
4. Annually review the goals and performance of all elected officers of the Company, including review of compensation, benefits, and perquisites, to satisfy the Committee that there is equity in the compensation practices and general integrity in conforming to approved plans and policies.
5. Review and approve corporate goals and objectives relevant to Chief Executive Officer compensation, assess the Chief Executive Officer's performance in light of those goals and objectives, and set the Chief Executive Officer's compensation level based on this assessment. In determining the long-term incentive component of Chief Executive Officer compensation, the Committee will consider the Company's performance and relative shareholder return, the value of incentive awards to chief executive officers at comparable companies, and the awards given to the Chief Executive Officer in past years.
6. Make recommendations to the full Board with respect to non-CEO executive officer compensation, and incentive compensation and equity-based plans that are subject to Board approval.
8. Produce an annual report on executive compensation for inclusion in the Company's proxy statement, in accordance with applicable rules and regulations.
10. Review any matters brought to the Committee's attention regarding labor relations.
11. Review and recommend changes to pension benefits.
12. Conduct aself-assessment on at least an annual basis to determine whether the Committee is functioning effectively, consistent with the self-assessment process reflected in the Company's corporate governance principles (see Paragraph 3(f) of the Corporate Governance Committee Charter).
13. Review and update the Committee's Charter at least annually.
1. Provide the Human Resources Committee with the necessary resources to discharge the Committee's duties and responsibilities, as reflected in this Charter and as assigned to the Committee by the Board of Directors.
Effective as of