(As of January 2004)
The primary purposes
of the Compensation Committee are to (1) oversee the compensation of the
Company's officers, (2) approve and recommend to the Board the Company's
policies, programs, procedures and objectives for compensating its officers
and key employees and (3) administer the Company's equity based incentive compensation
plans. Its responsibilities in that regard include:
- Monitoring compensation
practices at other companies generally and in the retail industry in
- Establishing corporate goals
and objectives with respect to compensation; and
- Overseeing the Company's
compensation setting practices.
In discharging its
duties, the Committee is empowered to investigate any matter brought to its
attention with full access to all Company books, records, facilities,
personnel, legal counsel and independent auditors, along with the sole power
to retain and terminate outside counsel or other experts for this purpose and
to approve their fees and other retention terms.
The Committee shall
review the adequacy of this charter on an annual basis and recommend any appropriate
changes to the Board for consideration.
REMOVAL. The Committee shall be appointed by the Board and shall serve
at the pleasure of the Board for such term as the Board may decide or, with
respect to an individual Committee member, until such Committee member is no
longer a Board member. The Board shall designate the chairperson of the
NUMBER AND MEETINGS. The Committee shall
be comprised of not less than three members of the Board. The Committee shall
meet as often as necessary to fulfill its responsibilities.
INDEPENDENCE. The Committee members
will each qualify as (1) an "independent director" under the rules
of the New York Stock Exchange, (2) an "outside director" within
the meaning of Section 162(m) of the Internal Revenue Code of 1986 and (3) a
"non-employee director" within the meaning of Rule 16b-3 of the
Securities Exchange Act of 1934, in each case as such requirements may be
interpreted or amended from time-to-time by the promulgating authority. These
requirements as currently in effect are summarized in Annex A hereto.
Accordingly, the members of the Committee will be directors who the Board
affirmatively concludes have no material relationship to the Company, as
determined by the Board, either directly or as a partner, shareholder or
officer of any organization that has a relationship with the Company.
The failure of the
Committee to satisfy the independence requirements set forth above shall not
invalidate any actions taken by the Committee.
Financial Literacy. The Committe members will meet the experience requirements of
the New York Stock Exchange and the Securities Exchange Act of 1934. Each Committe member will be financially literate or will
become financially literate within a reasonable period of time after his or
her appointment to the Comittee. In addition, at
least one member of the Committee will have accounting or related financial
management expertise and that member or another member of the Committee must
be an "audit committee financial expert" (as such term is defined
by the rules and regulations of the Securities Exchange Acto
of 1934). The designation or identification of a person as an audit committee
financial expert shall not (a) impose on such person any duties, obligations
or liability greater than the duties, obligations and liability imposed on
such person as a member of the Committee and the Board in the absence of such
designation or identification or (b) affect the duties, obligations or
liability of any other member of the Committee or the Board.
functions shall be the common, recurring activities of the Committee in
carrying out its duties.
Executive Compensation Policies and Programs. The Committee
shall review, approve and administer the Company's compensation policies
and programs for officers and key employees.
Director Compensation. The Committee shall periodically review
the status of Board compensation policies and shall discuss the results of
such review with the Board. The Committee shall not, however, have the
authority to approve or determine director compensation.
Chief Executive Officer Compensation. The Committee,
acting together with any other independent directors who have advised the
Chairperson of the Committee that they would like to participate, shall (a)
review and approve, at least annually, corporate goals and objectives
relevant to the compensation of the Chief Executive Officer of the Company,
(b) evaluate the performance of the Chief Executive Officer in light of
those corporate goals and objectives, and (c) have sole authority to
determine and approve the Chief Executive Officer's compensation level
based on those evaluations and such other factors as it deems appropriate.
The Committee shall report the determination of the Chief Executive
Officer's compensation to the Board.
Non-CEO Compensation. The Committee shall make recommendations
to the Board with respect to non-CEO compensation.
Incentive Compensation Plans. The Committee shall make
recommendations to the Board with respect to incentive compensation plans.
Equity-Based Plans. The Committee shall make recommendations
to the Board with respect to equity-based plans and grants thereunder and shall oversee the grants, guidelines and
Certain Other Plans. Unless expressly provided otherwise, the
Committee shall administer the Company's equity based incentive
compensation plans and other plans adopted by the Board that contemplate
administration by a Board committee; provided, however, that,
absent express approval of the Board, the Committee will not administer or
have oversight of the administration of any employee benefit plan subject
to the Employee Retirement Income Security Act.
Regulatory Compliance. The Committee shall, in consultation with
appropriate officers of the Company, oversee regulatory compliance with
respect to compensation matters, including overseeing any compensation
programs intended to preserve tax deductibility and, as may be required,
establishing performance goals and determining whether performance goals
have been attained for purposes of Section 162(m) of the Internal Revenue
Approval of Newly-Hired and Promoted Executive Officers. The Committee
shall review and recommend to the Board the hiring and initial compensation
of newly-hired executive officers and officers promoted to executive
officer positions. With respect to the position of Chief Executive Officer,
the Board's review and approval shall be required to appoint a newly-hired
person or to promote a person to that office, but the Committee, acting
together with any other independent directors who have advised the
Chairperson of the Committee that they would like to participate, shall
have the sole authority to determine the compensation of a newly-hired
Chief Executive Officer or a person promoted into that position.
Proxy Statement Report. The Committee shall prepare the report
required by the rules of the Securities and Exchange Commission to be
included in the Company’s annual proxy statement or annual report on Form
Review of Other Matters. The Committee shall review and discuss
such other matters that relate to the accounting, auditing and financial
reporting practices and procedures of the Company as the Committee may, in
its own discretion, deem desirable in connection with the review functions
Other Duties. The Committee shall perform any other
duties or responsibilities delegated to the Committee by the Board from
time to time.
Reports to the Board. The Committee shall report regularly to
Annual Evaluation. The Committee shall conduct and review
with the Board annually an evaluation of the Committee's performance.
NYSE Rules. No director
qualifies as "independent" unless the Board affirmatively
determines that the director has no material relationship with the Company (either directly or as a partner, shareholder or officer of
an organization that has a relationship with the Company). In addition, the following
directors shall not satisfy the definition of "independent":
- A director who is an employee, or whose immediate family member is an
executive officer, of the Company is not independent until three years
after the end of such employment relationship.
- A director who receives, or
whose immediate family member receives, more than $100,000 per year in
direct compensation from the Company, other than director and committee
fees and pension or other forms of deferred compensation for prior
service (provided such compensation is not contingent in any way on
continued service), is not independent until three years after he or she
ceases to receive more than $100,000 per year in such compensation.
- A director who is affiliated
with or employed by, or whose immediate family member is affiliated with
or employed in a professional capacity by, a present or former internal
or external auditor of the Company is not "independent" until
three years after the end of the affiliation or the employment or auditing
- A director who is employed,
or whose immediate family member is employed, as an executive officer of
another company where any of the Company’s present executives serve on
that company’s compensation committee is not "independent"
until three years after the end of such service or the employment
- A director who is an
executive officer or an employee, or whose immediate family member is an
executive officer, of a company that makes payments to, or receives
payments from, the Company for property or services in an amount which,
in any single fiscal year, exceeds the greater of $1 million or 2% of
such other company’s consolidated gross revenues, is not
"independent" until three years after falling below such
Internal Revenue Code. For purposes of
Section 162(m) of the Internal Revenue Code, a member cannot (1) be a current
employee of the Company or an affiliate, (2) be a former employee of the
Company or an affiliate who receives compensation for prior services (other
than benefits under a tax-qualified retirement plan) during the taxable year,
(3) be a former officer of the Company or an affiliate or (4) receive
remuneration from the Company or an affiliate, either directly or indirectly,
in any capacity other than as a director. (For this purpose, remuneration
includes any payment in exchange for goods or services). The foregoing four
requirements shall be interpreted consistent with Treas. Reg. §1.162-27(e)(3).
SEC Section 16. For purposes of Rule
16b-3 of the Exchange Act, no member of the Committee can (1) currently be an
officer (as defined in Rule 16a-1(f) of the Exchange Act) of the Company or a
subsidiary of the Company, or otherwise be currently employed by the Company
or a subsidiary of the Company, (2) receive compensation, either directly or
indirectly, from the Company or a subsidiary of the Company, for services
rendered as a consultant or in any capacity other than as a director, except
for an amount that does not exceed the dollar amount for which disclosure
would be required pursuant to Reg. S-K, Item 404(a) of the Exchange Act, (3)
possess an interest in any other transaction for which disclosure would be
required pursuant to Rule 404(a) or (4) engage in a business relationship for
which disclosure would be required pursuant to Rule 404(b) of the Exchange