COMPENSATION COMMITTEE CHARTER
The primary purpose of
the Committee is to discharge the responsibilities of the Board of directors
relating to all compensation, including equity compensation, of the Company’s
executive officers. The Committee has
overall responsibility for evaluating and making recommendations to the Board
regarding (i) compensation of the Company’s executive officers and (ii)
equity-based and incentive compensation plans, policies and programs of the
Company. In addition, the Committee is
responsible for producing an annual report on executive compensation for
inclusion in the Company's annual proxy statement, in accordance with
applicable rules and regulations.
1.
Members. The Committee
shall consist of as many members as the Board shall determine, but in any event
not fewer than three members. The
members of the Committee shall be appointed annually by a majority vote of the
Board at the first meeting to be held following each annual meeting of
stockholders of the Company, upon the recommendation of the Nominating and
Corporate Governance Committee.
2.
Qualifications. Each member
of the Committee shall meet all applicable independence and other requirements
of law and requirements of the New York Stock Exchange (the
"NYSE").
Each member of the Committee shall also be a “non-employee director”
within the meaning of the rules promulgated under Section 16(b) of the
Securities Exchange Act of 1934, as amended (“Section 16”) and an “outside director” for purposes of the regulations
promulgated under Section 162(m) of the Internal Revenue Code of 1986, as
amended (“Section 162(m)”), and shall satisfy any other necessary
standards of independence under the federal securities and tax laws.
3.
Chair.
The Chair of the Committee shall be appointed by the Board upon
recommendation of the Nominating & Corporate Governance Committee.
4.
Removal
and Replacement. Any vacancies on the Committee shall be
filled by a majority vote of the Board at the next meeting of the Board
following the occurrence of the vacancy, upon the recommendation of the
Nominating and Corporate Governance Committee.
No member of the Committee may be removed except by majority vote of the
independent directors then in office. In
addition, membership on the Committee shall automatically end at such time as
the Board determines that a member (i) ceases to meet the independence
requirements of NYSE, (ii) ceases to
be a “non-employee director” for purposes of Section 16, or (iii) ceases to be
an outside director for purposes of Section 162(m).
1.
Rules
of Procedure. The Committee shall fix its own rules of
procedure, which shall be consistent with the By-laws of the Company and this
Charter.
2.
Meetings. The Chair of the Committee, in consultation
with the Committee members, shall determine the schedule and frequency of the
Committee meetings, provided that the Committee shall meet at least
quarterly. The Chair or a majority of
the members of the Committee may also call special meetings of the
Committee.
3.
Quorum. A
majority of the members of the Committee present in person or by means of a
conference telephone or other communications equipment by means of which all
persons participating in the meeting can hear each other shall constitute a
quorum.
4.
Agenda.
The Chair of the Committee shall develop and set the Committee’s agenda,
in consultation with other members of the Committee, the Board and
management. The agenda and information
concerning the business to be conducted at each Committee meeting shall, to the
extent practical, be communicated to the members of the Committee sufficiently
in advance of each meeting to permit meaningful review. Furthermore, the Chair of the Committee may
request that any directors, officers or employees of the Company, or other
persons whose advice and counsel are sought by the Committee, attend any
meeting of the Committee to provide such pertinent information as the Committee
requests. The Chair of the Committee shall develop an annual schedule of planned
activities at scheduled meetings, in consultation with other Members of the
Committee.
5.
Report
to Board. At each Board meeting, the Committee shall
deliver to the Board a report on any Committee meetings that have been held
since the preceding Board meeting, including a description of all actions taken
by the Committee during such period. The
Committee shall submit to the Board the minutes of its meetings.
6.
Self-Evaluation;
Assessment of Charter. The Committee shall conduct an annual
performance self-evaluation and shall report to the Board the results of the
self-evaluation. The Committee shall
assess the adequacy of this Charter periodically and shall deliver to the Board
a written report setting forth the results of its evaluation, including any recommended
amendments to this Charter and any recommended changes to the Company's or the
Board's policies or procedures.
1.
The
Committee shall approve and oversee the total compensation package for the
Company's executive officers including, without limitation, their base
salaries, annual incentives, deferred compensation, stock options and other
equity-based compensation, incentive compensation, special benefits,
perquisites and incidental benefits. The
Committee shall make all determinations and take any actions that are
reasonably appropriate or necessary in the course of establishing the
compensation of the Company’s executive officers. The Committee shall perform such duties and
responsibilities as may be assigned to the Committee under the terms of any
executive compensation plan.
2.
The
Committee shall review and approve corporate goals and objectives relevant to
the compensation of the Company’s Chief Executive Officer, evaluate the
performance of the Company's Chief Executive Officer in light of those goals
and objectives, and set the compensation level of the Company's Chief Executive
Officer based on this evaluation. In
determining the long-term incentive component of the Company's Chief Executive
Officer's compensation, the Committee shall consider, without limitation, the
Company’s performance and relative shareholder return, the value of similar
incentive awards to Chief Executive Officers at comparable companies, and the
awards given to the Company's Chief Executive Officer in past years.
3.
The
Committee shall review the results of and procedures for the evaluation of the
performance of other executive officers by the Company’s Chief Executive
Officer.
4.
The
Committee shall review periodically and make recommendations to the Board
regarding any long‑term incentive compensation or equity plans, programs
or similar arrangements that the Company establishes for, or makes available
to, its directors, employees and consultants (collectively, the “Plans”),
the appropriateness of the allocation of benefits under the Plans and the
extent to which the Plans are meeting their intended objectives and, where
appropriate, recommend that the Board modify any Plan that yields payments and
benefits that are not reasonably related to employee performance.
5.
The
Committee shall ratify participation in Plans, as approved by the Company’s
Chief Executive Officer or, in the case of employees with base salary in excess
of $300,000$400,000,
as approved by the Chair of the Committee.
6.
The
Committee shall administer the Plans in accordance with their terms, construe
all terms, provisions, conditions and limitations of the Plans and make factual
determinations required for the administration of the Plans.
7.
The
Committee shall review and approve, in its sole discretion, all Plans,
including those that are not subject to stockholder approval under the listing standards
of NYSE.
8.
The
Committee shall review and make recommendations to the Board regarding all new
employment, consulting, retirement and severance agreements and arrangements
proposed for the Company’s executive officers. The Committee shall periodically
evaluate existing agreements with the Company’s executive officers for
continuing appropriateness.
9.
The
Committee shall determine and certify the attainment of performance goals
pursuant to Section 162(m).
10. The Committee shall provide feedback on a
quarterly basis to management regarding the Committee’s interim assessment of
the Company’s progress against goals, as applicable to any incentive Plans.
11. The Committee shall adopt and periodically
review a comprehensive statement of executive compensation philosophy, strategy
and principles that has the support of management and the Board, and administer
the Company's compensation program fairly and consistently in accordance with
these principles.
12. The
Committee shall select peer groups of companies that shall be used for purposes
of determining competitive compensation packages.
13. The
Committee shall make recommendations to the Board as to the appropriate level
of ownership of Company securities by each director and executive officer.
14. The
Committee shall review and approve changes to benefit programs. The Committee
shall periodically review benefit program changes with no financial impact,
with authority to make such changes delegated to management.
15. The
Committee shall review annually the estimated potential severance costs and
payments for executive officers and other key employees.
16. The
Committee shall review the Company’s compensation disclosure contained in its
annual proxy statement with management and any outside professionals as the
Committee considers appropriate, including the Company’s disclosures under
“Compensation Discussion and Analysis”, before the filing of the Company’s
proxy statement. Based on its review,
the Committee shall provide a report to be included in the Company’s proxy
statement which indicates whether it has recommended to the Board of Directors
whether the “Compensation Discussion and Analysis” be included in the proxy
statement.
The
foregoing list of duties is not exhaustive, and the Committee may, in addition,
perform such other functions as may be necessary or appropriate for the
performance of its duties. The Committee
shall have the power to delegate its authority and duties to subcommittees as
it deems appropriate in accordance with applicable laws, regulations and
listing standards; provided, however, that no subcommittee shall consist
of fewer than two members.
The
Committee may conduct or authorize investigations into or studies of matters
within the Committee's scope or responsibilities, and shall have the power to
retain, at the Company’s expense, compensation consultants having special
competence to assist the Committee in evaluating director and executive
compensation. The Committee may also, at
the Company's expense, retain counsel, accountants or other advisors as it
deems appropriate. The Committee shall
have the sole authority to retain and terminate the consultants or advisors and
to review and approve the consultant or advisor's fees and other retention
terms.