CHARTER OF THE COMPENSATION
COMMITTEE OF THE BOARD OF DIRECTORS
Purpose. The Compensation Committee
is appointed by the Board to discharge the Board's responsibilities relating to
compensation of the Company's directors and executive officers. The
Compensation Committee has overall responsibility for approving and evaluating
the director and executive officer compensation plans, policies and programs of
The Compensation Committee is also responsible for producing an annual report
on executive officer compensation for inclusion in the Company's proxy
Composition and Independence.
The Compensation Committee shall consist of no fewer than three members. 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 and Corporate Governance Committee.
Compensation Committee members may be replaced by the Board.
Reports. The Compensation Committee
shall make regular reports to the Board.
Meetings. The Compensation Committee
shall meet as often as its members deem necessary to perform the Committee's
Authority and Responsibilities. The
Compensation Committee shall have the following authority and responsibilities.
This list is set forth as a guide with the understanding that the Committee may
diverge from this guide as appropriate under the circumstances.
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 executive officer compensation and shall
have the sole authority to approve the consultant's fees and other
retention terms. The Compensation Committee shall also have the authority
to obtain advice and assistance from internal or external legal,
accounting or other advisors.
Compensation Committee shall annually review and approve corporate goals
and objectives relevant to CEO compensation, evaluate the CEO's
performance in light of those goals and objectives, and, either as a
Committee or together with the other independent directors (as directed by
the Board) determine and approve the CEO's compensation level based on
this evaluation. In determining the long-term incentive component of CEO
compensation, the Compensation Committee may consider the Company's
performance and relative stockholder return, the value of similar
incentive awards to CEOs at comparable companies, and the awards given to
the CEO in past years.
Compensation Committee shall annually review and make recommendations to
the Board with respect to the compensation of all directors and non-CEO
executive officers, including incentive-compensation and equity-based
plans that are subject to Board approval.
Compensation Committee shall annually review and approve for the CEO, and
review and make recommendations to the Board for non-CEO executive
officers, (a) the annual base salary level, (b) any annual incentive
opportunity (which, in the case of non-CEO executive officers, is subject
to Board approval), (c) any long-term incentive opportunity (which, in the
case of non-CEO executive officers, is subject to Board approval), (d)
employment agreements, severance arrangements, and change in control
agreements/provisions, in each case as, when and if appropriate, and (e)
any special or supplemental benefits.
Compensation Committee may form and delegate authority to subcommittees
Compensation Committee shall review and reassess the adequacy of this
Charter annually and recommend any proposed changes to the Board for
Compensation Committee shall annually review its own performance.
Compensation Committee shall administer the Vintage Petroleum, Inc. 1990
Stock Plan, as amended.
Compensation Committee shall administer the Vintage Petroleum, Inc.
Amended and Restated Discretionary Performance Bonus Program.