Management Development and Compensation Committee Charter

Function and Responsibilities
Management Development
Compensation
Membership

Consultants
Meetings
Procedures
Records

Function and Responsibilities

The Management Development and Compensation Committee (MDCC) shall be responsible to the board of directors for the company's management development and executive compensation processes.

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Management Development

The MDCC shall have responsibility for the company's management development and succession planning. In this role, the MDCC shall set policy and develop guidelines to provide for orderly CEO and key executive succession and review programs to ensure that appropriate development opportunities are provided for succession candidates. Specifically, the MDCC shall:

  1. Evaluate the CEO annually on the basis of goals and objectives agreed to by the CEO and the MDCC prior to the start of the evaluation period. The MDCC may involve the independent members of the board in this process as deemed appropriate.
  2. Assist the CEO in the evaluation of senior management (with the actual number of individuals to be determined by the MDCC) with particular emphasis on those individuals currently in or most likely to advance to the CEO position or leadership positions reporting to the CEO.
  3. Oversee and shape the company's succession and management development programs.

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Compensation

The MDCC shall also have responsibility for the company's executive compensation programs. The MDCC shall be responsible for defining the company's approach to compensation and developing guidelines and programs to support that approach. Specifically, the MDCC shall:

  1. Design the company's executive compensation programs.
  2. Administer the company's management incentive programs.
  3. Make recommendations to the board with respect to other incentive-compensation and equity-based plans.
  4. Annually review market data to assess the company's competitive position for the three major components of executive compensation (base salary; annual incentives; long-term incentives) with respect to industry peer companies and general compensation data.
  5. Establish the level of compensation for the CEO based on the committee's evaluation of the CEO's attainment of the goals and objectives agreed upon.
  6. After reviewing the CEO's recommendations, approve the level of compensation for senior management.
  7. Review and make recommendations to the board of any plan involving the issuance of company's securities in which the CEO and/or other senior managers participate.
  8. Approve compensation-related programs for senior management, including without limitation, loans, employment agreements, perquisite and benefits as the MDCC deems appropriate.
  9. Annually issue a report on executive compensation in accordance with applicable rules and regulations of the Securities and Exchange Commission for inclusion in the company's proxy statement.

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The committee shall assess its performance at least annually.

Membership
The MDCC shall be composed of not less than three directors. All MDCC members shall meet the definitions of (i) a "non-employee director" within the meaning of Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended, and (ii) an "independent" director under the requirements of the New York Stock Exchange. The MDCC chairman shall be one of the member directors. The committee and its chairman shall be appointed by the board. The board may fill vacancies on the committee and may remove a committee member from the MDCC at any time with or without cause.

If at any time any member of the committee does not qualify as an "outside director" within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended, the remaining members of the committee will constitute the committee for purpose of Section 162(m) of the code.

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Consultants
The MDCC shall have sole authority to retain and terminate consultants of its choice to advise it with respect to the company's executive compensation and incentive programs, including sole authority to approve the consultant's fees and other retention terms.

Meetings
The MDCC shall meet at such times as deemed necessary by the MDCC chairman or any two members of the committee, but there shall be no less than two (2) meetings each year. Appropriate notice of all meetings shall be given by the Corporate Secretary to MDCC members.

Procedures
A simple majority of MDCC members shall constitute a quorum. All decisions shall be made by the vote of a majority of the members present. The MDCC may delegate certain of its administrative responsibilities, as it deems appropriate, to a one member committee of the board. The committee shall report on its actions to the board.

Records
The committee shall keep minutes of all business transacted at its meetings.