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COMPENSATION COMMITTEE CHARTER
August 28, 1991
As Amended February 27, 2002,
December 3, 2003 and
November 29, 2007
RESOLVED, that the Compensation Committee Charter is as follows:
RESOLVED, that any resolutions heretofore adopted by this board designating a Stock Option Committee and assigning to it any responsibility for the administration of any stock option plan, restricted stock plan, or other similar plan of the Company be and the same hereby are repealed.
FURTHER RESOLVED, that any resolutions heretofore adopted by this board designating a Board Committee on Officers' Compensation and assigning any responsibility for adopting or administering any salary, bonus or other similar plan for the compensation of officers or other employees of the Company be and the same hereby are repealed.
FURTHER RESOLVED, that there be and hereby is created a committee to be known as the Compensation Committee ("committee"); that such committee shall consist of not fewer than three directors of the Company to be designated by the board, and such directors may also be removed and replaced by the board; that no member of the committee shall have served as an officer or employee of the Company; that (i) all members of the committee shall meet the criteria for independence as established by applicable laws and regulations and the New York Stock Exchange, and (ii) a person may serve on the committee only if the board determines that he or she is a "non-employee director" for purposes of Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and satisfies the requirements of an "outside director" for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code"), and any other applicable regulations, provided, that failure to meet such criteria shall not invalidate decisions made or actions taken by the committee; that one member shall be selected by the board as chair of the committee; that a quorum shall exist when at least half the members of the committee are present; that in all actions of the committee the affirmative vote of at least two members shall be necessary; that regular meetings of the committee shall be held at least four times annually and additional meetings shall be held upon call of any two members or the chair of the committee; that such committee shall make regular reports to the board; and that meetings of the committee may be attended by such other persons as may be invited by the chair of the committee.
FURTHER RESOLVED, that the committee shall have all the powers set forth in any stock option plan, restricted stock plan or other similar plan established by the board.
FURTHER RESOLVED, that the committee has overall responsibility for evaluating and approving the compensation of the Company's executive officers (including the Chief Executive Officer) who are subject to Section 16 of the Exchange Act, including, without limitation, reviewing and approving corporate goals and objectives relevant to compensation of the executive officers and for evaluating the executive officers' performance in consideration of said goals and objectives, and, either as the committee or together with the other independent directors (as directed by the board), for determining and approving the compensation levels of the executive officers based on this evaluation. The committee also has overall responsibility for evaluating and approving compensation granted pursuant to the terms of each of the equity-based and incentive compensation plans, policies and programs of the Company, which plans may also cover non-officer employees. However, the committee shall not be required to adopt or administer benefit plans generally applicable to salaried employees of the Company.
FURTHER RESOLVED, that the committee shall oversee the Company's policies on structuring compensation programs for executive officers to preserve tax deductibility and, as and when required, establish and certify the attainment of performance goals pursuant to Section 162(m) of the Code.
FURTHER RESOLVED, that the committee shall (i) review and discuss with the Company's management the Compensation Discussion and Analysis (CD&A) to be included in the Company's annual proxy statement or annual report on Form 10-K, (ii) determine whether to recommend to the board that the CD&A be included in the proxy statement or annual report on Form 10-K filed with the Securities Exchange Commission (SEC), and (iii) produce a Compensation Committee Report for inclusion in the Company's annual proxy statement or annual report on Form 10-K filed with the SEC that complies with the rules and regulations of the SEC.
FURTHER RESOLVED, that it is acknowledged that the Corporate Governance Committee of the board shall in general be responsible for addressing committee member qualifications, committee member appointment and removal; committee structure and operations (including matters relating to subcommittees); and committee reporting to the board.
FURTHER RESOLVED, that, subject to applicable rules and regulations, the committee shall be permitted to form and delegate authority to subcommittees when it deems appropriate, provided that such subcommittees shall be comprised entirely of independent directors.
FURTHER RESOLVED, that this board reserves to itself the right and power to rescind or revise any compensation plans adopted by the committee but until so rescinded or revised they shall be effective as adopted by the committee.
FURTHER RESOLVED, that the committee shall have the sole authority to retain and terminate any independent advisors to be used to evaluate CEO or officer compensation, including sole authority to approve the independent advisor's fees and other retention terms.
FURTHER RESOLVED, that the committee shall evaluate on an annual basis the performance and effectiveness of the committee, and shall report to the board on the results thereof.
FINALLY RESOLVED, that the foregoing are the primary responsibilities of the committee and are set forth only for its guidance. The committee may, from time to time, adopt procedures as it deems appropriate in carrying out its oversight functions and may perform such other functions as may be assigned to it by law or regulation, this Charter, the Company's Articles of Incorporation, or Bylaws, or by the Board of Directors.
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