Compensation/Stock Option Committee Charter

 

Purpose
The Compensation/Stock Option Committee ("Compensation Committee") is appointed by the Board to discharge the Board's responsibilities relating to compensation of the Company's directors, officers and executives. The Committee has overall responsibility for approving and evaluating the director, officer and executive compensation, plans, policies and programs of the Company.

The Compensation Committee is also responsible for producing an annual report on executive compensation for inclusion in the Company's proxy statement.

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Committee Membership
The Compensation Committee shall consist of no fewer than three members. Each person serving on the Compensation Committee shall be a member of the Board. The members of the Compensation Committee shall meet the independence requirements of the New York Stock Exchange.

The members of the Compensation Committee shall be appointed by the Board on the recommendation of the Nominating & Governance Committee. Compensation Committee members may be replaced by the Board.

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Committee Authority and Responsibilities

  • The Compensation Committee shall annually review and approve corporate goals and objectives relevant to compensation of the Chief Executive Officer ("CEO"), evaluate the CEO's performance in light of those goals and objectives, and set the CEO's compensation levels based on this evaluation. In determining the long-term incentive component of CEO compensation, the Compensation Committee will consider the Company's performance and relative shareholder return, the value of similar incentive awards to chief executive officers at comparable companies, as well as at other companies with which the Company competes for executive talent, and the awards given to the CEO in past years.

 

  • The Compensation Committee shall annually review and establish the compensation of officers and other key executives, including severance arrangements, any special or supplemental benefits or change in control agreements/provisions. The Compensation Committee shall annually review and make recommendations to the Board with respect to any employment agreements, adoption of or modifications to any incentive compensation plans and equity-based plans or compensation plans for independent directors. The Compensation Committee shall also administer the Company's stock option plans and restricted stock plans.

 

  • The Compensation Committee may form and delegate authority to subcommittees when appropriate.

 

  • The Compensation Committee shall have the sole authority to retain and terminate any compensation consultant to be used to assist in the evaluation of director, CEO or senior executive compensation and shall have sole authority to approve the consultant's fees and other retention terms. The Compensation Committee shall also have authority to obtain advice and assistance from internal or external legal, accounting or other advisors.

 

  • The Compensation Committee shall make regular reports to the Board.

 

  • The Compensation Committee shall review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval. The Compensation Committee shall annually review its own performance.