Compensation
Committee Charter
1. Purpose
The Compensation Committee (the “Committee”) will
assist in establishing the Company’s compensation system,
monitoring the implementation of the Company’s compensation
system and producing an annual report on executive compensation
for inclusion in the Company’s proxy statement.
2. Composition
The Committee will be composed of at least two directors,
all of whom satisfy the definition of “independent”
under the listing standards of the New York Stock Exchange.
All Committee members shall also be ”non-employee directors”
as defined by Rule 16b-3 under the Securities Exchange Act
of 1934 and “outside directors” as defined by
Section 162(m) of the Internal Revenue Code. The Committee
members will be appointed by the Board of Directors (the “Board)
and may be removed by the Board in its discretion. The Board
will appoint one member of the Committee chairperson. The
chairperson shall be responsible for leadership of the Committee,
including overseeing the agenda, presiding over the meetings
and reporting to the Board. The Committee shall have the authority
to delegate any of its responsibilities to subcommittees as
the Committee may deem appropriate, provided the subcommittees
are composed entirely of independent directors.
3. Meetings
The Committee will meet from time to time as necessary to
carry out its responsibilities, which the Board believes will
generally be twice per year. A majority of the members of
the Committee shall constitute a quorum of the Committee.
A majority of the members in attendance shall decide any question
brought before any meeting of the Committee.
4. Committee Resources
The Committee will have the authority, to the extent it deems
necessary or appropriate, to obtain advice and seek assistance
from internal and external legal, accounting, compensation
and other advisors. The Committee shall have the sole authority
to retain and terminate any compensation consultant to be
used to evaluate director, CEO or executive officer compensation,
including sole authority to approve the consulting firm’s
fees and other retention terms.
5.
Responsibilities
The Committee’s basic objective is to develop an executive
compensation system that is competitive with the Company’s
peers and encourages both short-term and long-term performance
in a manner beneficial to the Company and its operations.
In achieving these objectives, the Committee will have the
following responsibilities:
Establish compensation policies that effectively attract,
retain and motivate executive officers to successfully lead
and manage the Company;
Review and approve corporate goals and objectives relevant
to CEO compensation, evaluate the CEO’s performance
in light of those goals and objectives, and set the CEO’s
compensation level based on this evaluation;
Consider the Company’s performance and relative stockholder
return, the value of similar incentive award to CEO’s
at comparable companies, and the awards given to the Company’s
CEO in past years when determining the long-term component
of the CEO’s compensation;
Review, evaluate and approve all compensation of directors
and executive officers, including salary adjustments, bonuses,
stock awards, stock option grants, and other benefits;
Review and make recommendations to the Board with respect
to the adoption, amendment and termination of the Company’s
compensation plans, oversee their administration and discharge
any duties imposed on the Committee by any such plans;
Establish and monitor compliance with stock ownership guidelines
for directors and executive officers;
Review, evaluate and make recommendations to the Board with
respect to the approval of the employment agreements of executive
officers;
Review and approve the Committee’s annual report on
executive compensation for inclusion in the Company’s
proxy statement, in accordance with applicable rules and regulations;
Perform any other activities consistent with this charter,
the Company’s bylaws and governing law as the Committee
or the Board deems appropriate. 6.
Performance Evaluation
The Committee will conduct an evaluation of the Committee’s
performance and charter at least annually, and will report
to the Board the results of such evaluation and any recommended
changes to this charter.
7. Disclosure of Charter
This charter will be made available on the Company’s
website.
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