Compensation Committee Charter of Swift Transportation Co Inc
SWIFT TRANSPORTATION CO., INC.
COMPENSATION COMMITTEE CHARTER
The purpose of the Compensation Committee (the "Committee") of the Board
of Directors (the "Board") of Swift Transportation Co., Inc. (the
"Corporation") is to discharge the Board's responsibilities relating to
compensation of the Corporation's executives, to produce an annual report
on executive compensation for inclusion in the Corporation's proxy
statement, and to oversee and advise the Board on the adoption of policies
that govern the Corporation's compensation programs, including stock and
The Committee shall consist of at least three directors, who are elected
annually by a majority vote of the Board for a one-year term. Each member
shall be free of any relationship that, in the opinion of the Board, would
interfere with his or her exercise of independent judgment. Applicable
laws and regulations will be followed in evaluating a member's
Without limiting the foregoing, each member of the Committee will be both
a "non-employee director" within the meaning of Rule 16b-3 issued by the
Securities and Exchange Commission ("SEC") and an "outside director"
within the meaning of Section 162(m) of the Internal Revenue Code, as
amended. If a Committee Chair is not designated or present, the members
may designate a Chair by majority vote. Vacancies on the Committee shall
be filed by majority vote of the Board at the next meeting of the Board
following the occurrence of the vacancy.
The Committee shall meet at least twice annually or more frequently as
circumstances require. A majority of the members of the Committee present
in person or via teleconference or similar communications equipment shall
constitute a quorum.
The Committee shall cause to be kept adequate minutes of all its
proceedings, and will report its actions and recommendations to the next
meeting of the Board. The written minutes shall be maintained with the
books and records of the Corporation. Committee members will be furnished
with copies of the minutes of each meeting and any action taken by
The Committee shall have the resources and authority necessary to
discharge its duties and responsibilities, including the authority to
retain outside counsel and other experts or consultants, as it deems
appropriate. Any communications between the Committee and legal counsel in
the course of obtaining legal advice shall be considered privileged
communications of the Corporation and the Committee shall take all
necessary steps to preserve the privileged nature of those communications.
The Committee may request that any directors, officers or employees of the
Corporation, or other persons whose advice and counsel are sought by the
Committee, attend any meeting to provide such pertinent information as the
In carrying out its purpose, the Committee shall have the following
specific responsibilities and such other responsibilities as from time to
time may be prescribed by the Board:
* Review the competitiveness of the Corporation's executive
compensation programs to ensure (a) the attraction and retention of
corporate officers, (b) the motivation of corporate officers to
Corporation's business objectives, and (c) to align the interest of
key leadership with the long-term interests of the Corporation's
* Review trends in management compensation, oversee the development of
new compensation plans and, when necessary, approve the revision of
* Review the performance of executive management.
* Review and approve Chairman and CEO goals and objectives, evaluate
Chairman and CEO performance in light of these corporate objectives,
and set Chairman and CEO compensation levels consistent with those
objectives and company philosophy.
* Approve the salaries, bonus and other compensation for all corporate
officers at the level of executive vice president and above,
provided that, as to the Chairman and the Chief Executive Officer,
the Committee will recommend appropriate salary, bonus and other
compensation to the Board for approval.
* Review and approve compensation packages for new corporate officers
and termination packages for corporate officers as requested by
* Review and approve compensation for non-employee members of the
Board, including but not limited to the following elements:
retainer, meeting fees, committee fees, committee chair fees, equity
or stock compensation, benefits and perquisites.
* Review and approve the awards made under any executive officer bonus
plan, and provide an appropriate report to the Board.
* Review and discuss with the Board and senior officers plans for
officer development and corporate succession plans for the CEO and
other senior officers.
* Review and make recommendations concerning long-term incentive
compensation plans, including the use of stock options and other
equity-based plans. Except as otherwise delegated by the Board, the
Committee will act on behalf of the Board as the "Committee"
established to administer equity-based and employee benefit plans,
and as such will discharge any responsibilities imposed on the
Committee under those plans, including making and authorizing
grants, in accordance with the terms of those plans.
* With sole and exclusive authority, make and approve stock option
grants and other discretionary awards under the Corporation's stock
option or other equity incentive plans to all persons who are Board
members or executive officers within the meaning Rule 16b-3 issued
by the SEC.
* Recommend Board approval for submission to the stockholders any
stock option or other equity incentive plans or amendments thereto.
* Ensure that the annual incentive compensation plan is administered
in a manner consistent with the Corporation's compensation strategy
and the terms of such plan, including but not limited to the
following: participation, target annual incentive awards, corporate
financial goals, actual awards paid to executive officers, total
funds reserved for payment under the plan, and potential
qualification under IRS Code Section 162(m).
* Review periodic reports from management on matters relating to the
Corporation's personnel appointments and practices.
* Produce an annual Report of the Compensation Committee on Executive
Compensation for the Corporation's annual proxy statement in
compliance with applicable Securities and Exchange Commission rules
and regulations and relevant listing authority.