The Committee is appointed by the Board to discharge the Board's responsibilities relating to compensation of the Company's directors and officers. The Committee has overall responsibility for approving and evaluating the director and officer compensation plans, policies and programs of the Company.

The Committee is also responsible for reviewing and discussing the Compensation Discussion & Analysis (CD & A) provided by management and recommending to the Board that the CD & A be included in the Proxy Statement and Form 10-K.

Committee Membership

The Committee shall consist of no fewer than three members. The members of the Committee shall meet the independence requirements of the New York Stock Exchange and the NASDAQ Stock Market, the definition of a "Non-Employee Director" in Rule 16b-3 under the Securities Exchange Act of 1934, as amended ("Exchange Act"), the definition of "outside director" under Internal Revenue Code Section 162(m) and any other applicable regulatory requirements.

The members of the Committee shall be appointed by the Board on the recommendation of the Nominating & Governance Committee which shall also designate one person as chairman. Committee members may be removed or replaced by the Board. The Committee may form and delegate authority to subcommittees when appropriate.

Committee Authority and Responsibilities

  1. The Committee shall annually review and approve corporate goals and objectives relevant to Chief Executive Officer ("CEO") compensation, evaluate the CEO's performance in light of those goals and objectives, and determine and approve the CEO's compensation levels based on this evaluation. In determining the long-term incentive component of CEO compensation, the Committee will consider the Company's performance and relative shareholder return, the value of similar incentive awards to CEOs at comparable companies, and the awards given to the CEO in past years. The CEO may not be present during voting or deliberations by the Committee relating to the CEO's performance or compensation.
  2. Establish in its discretion and administer the Company's incentive compensation program for key executive and management employees, to include as appropriate:
    1. After reviewing the recommendations of the CEO, determine the participants in the Company's incentive compensation plan for key executive and management employees, target bonus levels and forms of incentive compensation payments under the Company's plan.
    2. After reviewing operating results and individual performance and the recommendations of the CEO, make incentive compensation awards in cash and restricted stock under the Company's plan.
    3. After reviewing the recommendations of the CEO, grant equity awards under any equity incentive plan of the Company as may then be in effect and establish procedures for administering such plan.
  3. In conjunction with the Nominating & Corporate Governance Committee and the CEO, review the executive organization of the Company and administer the succession planning process, including the development of personnel to fill key executive and management positions and the implementation of succession planning for senior executive and management positions.
  4. Review and approve changes in employee benefits plans, including group health and other insurance plans, profit sharing and pension plans, and other employee benefit plans.
  5. Review and approve executive perquisite programs.
  6. In connection with any proposed acquisitions, review and approve compensation and benefit arrangements for Directors and senior executives of the acquired company.
  7. Review and recommend to the Board for approval the compensation arrangements of non­ employee members of the Board.
  8. Review and consider the results of the most recent shareholder advisory vote on executive compensation required by Section 14A of the Exchange Act.
  9. Assess the independence of Advisors (as defined below) in accordance with the section entitled "Advisors" below and determine whether any proxy disclosure is required.
  10. Review and reassess the adequacy of this charter annually and recommend any proposed changes to the Board for approval.
  11. Provide management and consultant information, if necessary, for Form 8-K filings.


The Committee shall, without the approval of the Board or management, have the sole authority to retain, compensate, and obtain the advice of any outside compensation consultant, legal counsel, or financial, accounting or other advisor, including Company officers or employees ("Advisor"), as it determines necessary to carry out its duties. The Committee shall be directly responsible for the appointment, compensation and oversight of any Advisor that it retains. In addition, the Committee shall have the authority to obtain and pay for independently published compensation survey data in furtherance of the duties set forth herein. The Committee shall receive appropriate funding, as determined by the Committee, from the Company for payment of: (a) reasonable compensation to any outside Advisor employed by the Committee; and (b) ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties.

Prior to retaining an outside Advisor or seeking advice from any Advisor (whether retained by the Committee or Company management) and again on an annual basis, or more frequently if appropriate, the Committee must consider the independence of the Advisor, taking into consideration all factors relevant to such Advisor's independence from Company management, including the following:

  1. the provision of other services to the Company or any subsidiaries by the entity that employs the Advisor;
  2. the amount of fees received from the Company by the entity that employs the Advisor, as a percentage of the total revenue of such entity;
  3. the policies and procedures of the entity that employs the Advisor that are designed to prevent conflicts of interest;
  4. any business or personal relationship of the Advisor with a member of the Committee;
  5. any stock of the Company owned by the Advisor; and
  6. any business or personal relationship of the Advisor or the entity employing the Advisor with an officer of the Company.

The Committee may retain, or receive advice from any Advisor it prefers, including ones that are not independent, after considering the specified factors. The Committee is not required to assess the independence of in-house legal counsel or any Advisor that acts in a role limited to (i) consulting on any broad-based plan that does not discriminate in scope, terms or operation in favor of executive officers or directors of the Company and that is generally available to all salaried employees and/or (ii) providing information that is not customized for the Company or that is customized based on parameters that are not developed by the Advisor and about which such Advisor does not provide advice. The Committee is not required to implement or act consistently with the advice or recommendations of any Advisor, and the authority granted in this charter shall not affect the ability or obligation of the Committee to exercise its own judgment in fulfillment of its duties.

Operating Procedures

The operating procedures for the Committee with respect to meetings, notice of meetings, quorums and records shall be the same as stipulated for the Board of Directors set forth in the Company's By­ laws.


At each of the Board of Directors' regular meetings, the Committee shall report to the Board all actions the Committee has taken since the Board's most recent prior meeting.

The Committee shall annually review its own performance.