Corporate Governance


Compensation Committee Charter

Purpose
The Compensation Committee is appointed by the Board of Directors to assist the Board in fulfilling its responsibilities relating to compensation of the Company's directors, executive officers and other selected employees. The Committee has responsibility for reviewing, evaluating and approving compensation plans, policies and programs for the Company's directors, executive officers and other selected employees.

The Compensation Committee has the authority and responsibilities described in this Charter. This Charter has been adopted by the Board of Directors. The Compensation Committee will review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval.

Committee Membership
The Compensation Committee will be comprised of at least two directors who shall meet the independence requirements established by the New York Stock Exchange. The members of the Compensation Committee will be appointed and replaced by the Board.

Committee Authority and Responsibilities
  • The Committee will annually review and approve corporate goals and objectives relevant to Chief Executive Officer compensation, evaluate the Chief Executive Officer's performance in light of those goals and objectives, and together with the other independent directors, determine and approve the Chief Executive Officer's compensation levels based on such evaluation.

  • The Committee will periodically review and make recommendations to the Board with respect to the compensation of directors.

  • The Committee will periodically review and make recommendations to the Board with respect to incentive compensation plans and equity based plans for executive officers and other selected employees, which plans shall be subject to stockholder approval as required by applicable law or regulation. The Committee will also review and approve employment agreements, severance agreements and any other compensation for executive officers and other selected employees.

  • The Committee will have authority to retain any compensation consultant used to assist the Committee in performance of its functions.

  • The Committee will prepare the report required by the rules of the Securities and Exchange Commission to be included in the Company's annual proxy statement.

  • The Committee will make regular reports to the Board. The Committee will annually review its own performance.