I. Organization and Functioning
There shall be a committee of the Board of Directors to be known as the Compensation Committee (the “Committee”). The Committee shall be comprised of at least three Directors who shall be appointed by the Board of Directors after considering the recommendation of the Governance and Nominating Committee. The Committee shall only include directors who satisfy the independence standards of the National Association of Securities Dealers and are free of any relationship that, in the opinion of the Board, would interfere with their exercise of independent judgment as a Committee member.
The Committee shall meet at least twice each year and hold such other meetings from time to time as may be called by its Chairperson or any two members of the Committee. 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.
The Committee shall keep minutes of its proceedings that shall be signed by the person whom the Chairperson designates to act as secretary of the meeting. The minutes of a meeting shall be approved by the Committee at its next meeting, shall be available for review by the entire Board of Directors, and shall be filed as permanent records with the Secretary of the Company.
The Committee shall have the authority, to the extent it deems necessary or appropriate, to retain special legal, compensation or other consultants to advise the Committee. The Committee may request any officer or employee of the Company or the Company’s outside counsel to attend a meeting of the Committee or to meet with any member of, or consultants to, the Committee.
The Chairperson shall at each meeting of the Board of Directors following a meeting of the Committee report to the Board of Directors on the matters considered at the last meeting of the Committee.
II. Statement of Purposes
The Committee shall:
1. Approve executive officer compensation and administer the incentive and equity participation
plans that make up the variable compensation paid to executive officers;
2. Provide oversight of the Company-sponsored Employee Retirement Income Security Act
(“ERISA”) governed tax-qualified plans (the “Plans”);
3. Administer Company employee stock plans; and
4. Review and discuss with management the Compensation Discussion and Analysis and,
upon approval by the Committee, recommend to the Board of Directors that the
Compensation Discussion and Analysis be included in the Company’s annual proxy
statement and be incorporated by reference into the company’s Annual Report on Form 10-K.
III. Specific Duties and Responsibilities
The Committee shall have the following duties and responsibilities with respect to executive compensation:
1. Engaging Consultants. The Committee shall have the sole authority to retain and terminate
any compensation consultant to be used to assist in the evaluation of Chief Executive Officer
or executive officer compensation and shall have sole authority to approve the consultant’s
fees and other retention terms. The Committee shall also have authority to obtain advice and
assistance from internal or external legal, accounting or other advisors.
2. Performance Measures. The Committee shall establish performance measures for the
short-term and long-term incentive compensation plans.
3. Chief Executive Officer Compensation and Performance. The Committee shall set annually
the Chief Executive Officer’s base salary, annual cash incentive opportunity, and long-term
incentive opportunity, including equity grants; review performance goals and objectives of the
Chief Executive Officer and evaluate the Chief Executive Officer’s performance in light of those
goals and objectives.
4. Executive Officer Compensation. The Committee shall set annually the base salary, annual
cash incentive opportunity, and long-term incentive opportunity, including equity grants, for
other executive officers.
5. Executive Officer Perquisites. Committee shall set the perquisites provided to the Chief
Executive Officer and other executive officers.
6. Review the investment policy with respect to funds held in trust by the Plans and financial
performance of the investment managers for those funds.
7. Review at least annually the investment performance of the Plans’ assets and the
administration of the Plans. The Committee shall have an oversight responsibility with
respect to the responsibilities stated in paragraphs 6 and 7. The Committee shall not be
deemed the fiduciary of any of the Plans for purposes of ERISA, as amended, nor shall it be
responsible for managing the Plans or directing the investment of Plan assets. These are
the responsibilities of management and the named fiduciaries of the Plans.
8. Stock Plan Administration. The Committee shall have full and final authority in connection
with the administration of all plans of the Company under which common shares or other
equity securities of the Company may be issued.
9. Other Responsibilities. The Committee shall approve employment agreements, severance
arrangements, and change in control agreements and any special or supplemental benefits
provided to the executive officers.
10. Delegation. The Compensation Committee may form and delegate authority to
subcommittees when appropriate, provided any action taken by a subcommittee is
subsequently reported to the Committee and ratified. The Committee may also delegate to
the Chief Executive Officer the authority to grant options and make awards of shares
under the Company’s stock plans under conditions established by the Committee.
11. Self-Assessment. Pursuant to Section 10 of the Company’s Governance Guidelines, the
Committee shall conduct and review with the Board of Directors annually an assessment of
the Committee’s performance with respect to the requirements of this Charter. In
conjunction therewith, the Committee shall review and assess the adequacy of this Charter
and recommend any proposed changes to the Board of Directors for approval.
[Revised February 19, 2008]