CHarTER

oF

THe stock option and ComPensation Committee

Of

The Board Of DIrecTors

of

Price Communications Corporation

 

 

I.                    Statement of Policy

The function of the Stock Option and Compensation Committee (the “Committee”) is to assist the Board of Directors (the “Board”) by (i) evaluating the performance of the Corporation’s Chief Executive Officer (the “CEO”); (ii) determining and approving the CEO’s compensation level based on such evaluation; (iii) reviewing and approving arrangements relating to the compensation of other executive officers of the Corporation; (iv) making, to the degree deemed appropriate by the Committee, recommendations to the Board with respect to non-CEO compensation, incentive-compensation plans and equity-based plans; and (v) administering and making individual grants of stock options under the Corporation’s 2003 Long-Term Incentive Plan.

 

II.                 Composition

The Committee shall be comprised of two or more independent directors, each of whom, in the determination of the Board, must (a) meet the independence and other requirements established by the New York Stock Exchange (“NYSE”), (b) be “outside directors” (as defined in Section 162(m) of the Internal Revenue Code of 1986, as amended from time to time), and (c) be “non-employee directors” (as defined in Rule 16(b)-3 under the Securities Act of 1933, as amended from time to time).

 

The members of the Committee shall be appointed and replaced by the Board.  Unless a Chair is appointed by the full Board, the members of the Committee may designate a Chair by majority vote of the full Committee membership.

 

III.               Meetings

The Committee shall meet at such times and with such frequency as the Committee shall determinate as appropriate to meet its responsibilities.  The Committee may ask members of management or others to attend meetings and provide pertinent information as necessary.  The Committee shall report to the Board from time to time, as requested by the Board, or as the Committee deems appropriate.

 

IV.              Responsibilities and Duties

1.                  The Committee shall, from time to time, review and approve factors it deems relevant to CEO compensation.

2.                  The Committee shall annually evaluate the CEO’s performance in light of such factors.

3.                  The Committee shall determine and approve the CEO’s compensation based on such evaluation.

4.                  The Committee shall review and approve arrangements relating to the compensation of other executive officers of the Corporation.

5.                  The Committee may, from time to time, to the degree deemed appropriate by the Committee, make recommendations to the Board with respect to non-CEO compensation, incentive-compensation plans and equity-based plans.

6.                  The Committee shall annually report to the Corporation’s shareholders on certain executive compensation matters, as required by the rules and regulations of the Securities and Exchange Commission, as they may be amended from time to time.  Such report will be included in the Corporation’s annual proxy statement.

7.                  The Committee shall administer and make individual grants of stock options under and in accordance with the terms of the Corporation’s 2003 Long-Term Incentive Plan.

8.                  Unless the applicable grant or plan is subject to approval by the Corporation’s shareholders, the Committee shall review and determine whether to approve any equity-compensation grant or plan that the Committee is required to approve under any applicable law, regulation or NYSE rule.

9.                  The Committee shall periodically evaluate its own performance.

The Committee may diverge from the specific activities outlined throughout this Charter as appropriate if circumstances or regulatory requirements change.  In addition to these activities, the Committee may perform such other functions as necessary or appropriate under applicable laws, regulations, NYSE rules, the Corporation’s certificate of incorporation and by-laws, and the resolutions and other directives of the Board.

 

This Charter is in all respects subject and subordinate to the Corporation’s certificate of incorporation and by-laws, the resolutions of the Board and the applicable provisions of the New York Business Corporation Law.

 

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