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Compensation Committee Charter
|Compensation Committee Charter Quicklinks|
|Compensation Committee Purpose|
|Compensation Committee Membership|
|Compensation Committee Authority and Responsibilities|
|Compensation Committee Charter (Print Friendly Version)|
2. Compensation Committee Membership
The Committee shall consist of not less than three (3) members of the Board to be appointed by the Board of Directors which shall also designate the Chairman of said Committee. The members of the Committee shall meet the applicable independence and experience requirements of the New York Stock Exchange, the Securities Exchange Act of 1934 (the "Exchange Act"), the rules and regulations of the Securities and Exchange Commission (the "Commission"), and Section 162(m) of the Internal Revenue Code.
3. Compensation Committee Authority and Responsibilities
3.1 Executive Succession. The Committee shall from time to time review, discuss and make recommendations to the Board and the Subsidiary Boards with respect to executive succession planning for the Company and its subsidiaries.
3.2 Officer Compensation. The Committee shall on an annual basis, and at such other times as it deems appropriate, review and make recommendations to the Board and the Subsidiary Boards with respect to officer compensation for the Company and its subsidiaries including, without limitation, salaries, short and long term cash and equity compensation and plans, retirement compensation and plans, and other benefits.
3.3 CEO Compensation. The Committee shall review and approve corporate goals and objectives relevant to the Company’s CEO compensation, evaluate the Company’s CEO’s performance in light of those goals and objectives, and, acting together with all independent directors, determine and approve the Company’s CEO’s compensation level based on this evaluation.
3.5 Officer Stock Ownership Guidelines. The Committee shall approve such officer stock ownership guidelines as it deems appropriate and, on an annual basis, review compliance with such guidelines.
3.6 Access to Company Personnel and Records. The Committee is empowered with full access to all books, records, facilities and personnel of the Company.
3.7 Engage Advisors. The Committee may, in its sole discretion, retain or obtain the advice of such compensation, legal, accounting and other advisors as it deems appropriate. The Committee shall set the compensation and oversee the work of advisors retained by the Committee. The Company shall provide for appropriate funding, as determined by the Committee, for payment of compensation to advisors retained by the Committee. Before engaging an advisor (other than in-house legal counsel and other advisors consulting on broad-based plans or providing non-customized compensation information) the Committee shall consider all factors relevant to the advisor’s independence from management including the factors specified in applicable NYSE listing standards. Nothing in this Section 3.7 shall be construed to require the Committee to act in accordance with the recommendations of its advisors or to preclude the Committee from engaging advisors that are not independent.
3.8 Reporting, Annual Committee Evaluation. The Committee shall report regularly to the Board about the Committee’s activities and shall, at least annually, assess and report to the Board on the Committee’s performance.
3.10 Other Regulatory. The Committee shall have such other authority and responsibilities as necessary for compliance by the Company with applicable requirements of the New York Stock Exchange, the Exchange Act and rules and regulations of the Commission including, without limitation, review shareholder advisory votes on executive compensation and review compensation policies and practices from a risk perspective.
The Committee shall have the authority to create one or more subcommittees, consisting of one of more members of the Committee, and may delegate, in its discretion, all or a portion of its duties and responsibilities to each subcommittee (subject to applicable laws and listing standards). Any such subcommittee shall keep the Committee advised of its activities.
In carrying out its duties and responsibilities, the Committee will meet at such times and with such persons as the Committee deems appropriate, but in any event not less than three times per year. Meetings of the Committee may be called by the Chairman of the Committee, any two (2) members of the Committee, or the Lead Director. Meetings will routinely include executive sessions without management present. A majority of the members of the Committee shall constitute a quorum for the transaction of any business by the Committee. The act of a majority of the directors serving at any meeting of the Committee at which a quorum is present shall be the act of the Committee. Any action of the Committee may be taken by written consent signed by all members of the Committee. In addition, the Chairman and members of the Committee may meet informally or by telephone.