2004 Committee Charter : USFC


COMPENSATION COMMITTEE CHARTER


Compensation Committee Quicklinks
Introduction
Purpose
Composition
Meeting
Responsibilities and Duties
General

I. INTRODUCTION

The Board of Directors of USF Corporation (the "Company") has established a Compensation Committee (the "Committee") based on the Sarbanes-Oxley Act of 2002, The NASDAQ Stock Market corporate governance proposals and the New York Stock Exchange (NYSE) Corporate Accountability and Listing Standards Committee Report. The Committee is a standing committee of the Board of Directors.

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II. PURPOSE

The primary function of the Committee is to assist the Board of Directors in fulfilling its responsibilities in connection with the compensation of Company directors, officers and employees.

Review and approve the goals and objectives of the Company relevant to the Chief Executive Officer's compensation; evaluate the Chief Executive Office in light of those goals and objectives; and determine the Chief Executive Officer's compensation level based on this evaluation.


Review on an annual basis the evaluation process and compensation structure for the Company's officers. The CEO should review annually the performance of the Company's senior executive staff and approve their annual compensation, including salary, bonus, incentive and equity compensation.


Recommend to the Board the compensation of directors who are not officers of the Company.


Administer the Company's executive compensation plans, including equity based plans, both those in existence at the time of the adoption of this charter and those created hereafter, including the granting of options and restricted stock grants thereunder.


Performing such general oversight and investigation functions related to Company compensation inherent to the responsibilities designated herein or set forth in future resolutions of the Board.

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III. COMPOSITION

The Committee will be composed of a sufficient number of directors to facilitate efficient and effective consideration and deliberations of its business. Additionally, the Committee will be composed of only independent directors as defined by the Sarbanes-Oxley Act of 2002 and the NYSE Corporate Accountability and Listing Standards Committee Report.

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IV. MEETING

The Committee shall meet at such times as the Chairman of the Committee shall designate and notice of such meetings shall be given to Committee members. At all meetings of the Committee, the presence of a majority of the members will constitute a quorum for the transaction of the business and the vote of a majority of the members present shall be the act of the Committee.

Members of the Committee may participate in a meeting of the Committee by conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other and participation in such a meeting will constitute presence in person at such a meeting.

Any action required or permitted to be taken at any meeting of the Committee may be taken without a meeting, without prior notice and with a vote, if all of its members consent in writing to the action, and such writing is filed with the records of proceedings of the Committee.

Directors not on the Committee may attend meetings at their discretion. At the invitation of the Chairman, members of management and outside consultants shall attend Committee meetings.

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V. RESPONSIBILITIES AND DUTIES

Compensation Committee Charter

The Committee shall review this charter periodically for adequacy and recommend to the Board any necessary changes.

CEO Performance and Compensation

The Committee shall conduct annual reviews of the performance of the Company's Chief Executive Officer and fix his or her compensation.

Employee and Management Compensation

The Committee shall review the Company's salaried and management compensation practices, including the methodologies for setting employee and officer salaries.

Compensation Plans and Programs

The Committee shall approve, and recommend standards for, the Company's compensation programs and plans, including, but not limited to, the Company's various incentive compensation, retirement and other benefit plans.

Director Compensation

The Committee shall recommend to the Board the compensation for outside directors.

Stock Option Plans

The Committee shall administer the Company's stock option plans in accordance with the responsibilities assigned to the Committee under any and all such plans.

VI. GENERAL

The Committee shall have the authority to delegate any of its responsibilities to subcommittees, as the Committee may deem appropriate in its sole discretion.

The Committee shall have authority to retain such compensation consultants, outside counsel and other advisors as the Committee may deem appropriate in its sole discretion. The Committee shall have sole authority to approve related fees and retention terms.

The Committee shall report its actions and any recommendations to the Board after each committee meeting and shall conduct and present to the Board an annual performance evaluation of the Committee