Purpose
The Committee has overall responsibility for evaluating and approving
compensation plans, policies and programs of the Company applicable
primarily to elected corporate officers of the Company and its
senior executives.
The Committee shall have the powers and authorities vested
in it by stock option, restricted stock, incentive, and other
compensation plans of the Company. With regard to plans designed
and intended to provide compensation primarily for elected corporate
officers and senior executives of the Company, the Committee
shall have the power to approve, modify or amend all non-equity
plans, modify or amend all equity plans, and shall recommend
adoption of equity plans to the Board.
The Committee is also responsible for producing an annual report
of the Committee for inclusion in the Company's proxy statement.
Committee Membership
The Committee shall consist of no fewer than three members.
Each member of the Committee shall meet the independence requirements
of the New York Stock Exchange and the Company's Corporate Governance
Guidelines.
The members of the Committee shall be established and removed
by the Board. A majority of the members shall constitute a quorum.
Committee Authority and Responsibilities
1. The Compensation Committee will measure the Chairman of the
Board's and the Chief Executive Officer's performance against
each of his or her goals and objectives pursuant to the Company's
plans and, after considering the full Board's evaluation of
his or her performance, determine the compensation of the Chairman
of the Board and the Chief Executive Officer. The full Board
will review the Compensation Committee's actions. In determining
compensation, the Committee will consider the Company's performance
and relative shareowner return, the compensation of chief executive
officers at comparable companies, the awards given to the Chief
Executive Officer in past years, and such other factors as the
Committee deems relevant.
2. The Committee shall review and approve compensation of all
senior executives and elected corporate officers at appropriate
time periods. The Committee shall take account of the Chief
Executive Officer's recommendation and evaluation of each individual's
performance, the Company's overall performance and comparable
compensation paid to similarly-situated executives in comparable
companies.
3. The Committee shall have the sole authority to retain and
terminate any compensation consultant to be used to assist in
the evaluation of the Chairman of the Board's, Chief Executive
Officer's, senior executives' or elected corporate officers'
compensation and shall have 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.
4. The Committee shall approve and review employment agreements,
severance arrangements, retirement arrangements, change in control
agreements/provisions, and any special or supplemental benefits
for each elected corporate officer and senior executive of the
Company.
5. The Committee may form and delegate authority to subcommittees
when appropriate.
6. The Committee shall make regular reports to the Board.
7. The Committee shall periodically review and reassess the
adequacy of this Charter and recommend any proposed changes
to the Board for approval.
8. The Committee shall annually review its own performance.
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