The following functions shall be the recurring activities of the Committee in carrying out its responsibilities outlined in Section I of this Charter. These functions should serve as a guide with the understanding that the Committee may carry out additional or substitute functions and adopt additional policies and procedures as may be appropriate in light of changing business, legislative, regulatory, legal or other conditions. The Committee shall also carry out any other responsibilities and duties delegated to it by the Board from time to time related to the purposes of the Committee outlined in Section I of this Charter.
The Committee shall have the following specific powers and duties:
1. To review and approve the Company’s overall compensation philosophy and policies for executive officers of the
Company and its subsidiaries generally, to review and approve the compensation, including salary, bonuses and
benefits, of the executive officers of the Company, other than the CEO, and to review, approve and recommend the
compensation of the CEO (including salary, bonuses and benefits) for approval by the directors serving on the
Board who satisfy the Independence Requirements and assess whether the Company's overall executive
compensation program establishes appropriate incentives for executive management;
2. To review and approve the corporate goals and objectives relevant to the compensation of the CEO, with the
primary overall objectives of the Company’s executive compensation program focused on attracting, retaining and
motivating the Company’s management and providing a strong link between executive compensation and
performance, including an alignment of executive management's interests with stockholders. The Committee shall
oversee and evaluate the performance of the executive officers in light of their respective goals and objectives,
request and obtain detailed information about executive compensation packages and, based on such review and
evaluation, determine and approve the annual salary, bonus, equity grants, performance-related pay, perquisites,
retirement benefits, deferred compensation, tax gross-ups, supplemental executive retirement plans, severance
payments, change-in-control agreements and all other compensation and benefits of the executive officers and, in
the case of the CEO, recommend these compensatory arrangements for approval by the directors serving on the
Board who satisfy the Independence Requirements;
3. To request that management obtain information in order for the Committee to assess executive compensation,
including compensation surveys and studies of the compensation practices of comparable companies;
4. To oversee, review, monitor and make recommendations to the Board with respect to executive compensation
plans, including equity-based plans and plans pertaining to incentive compensation, pensions, benefits and
retirement savings and to exercise all the authority of the Board with respect to the administration and interpretation
of such plans;
5. To review and approve all equity- and cash-based awards pursuant to the Company’s plans;
6. To review and approve any employment contract or related agreement, such as a severance arrangement or a
supplementary pension, for any executive officer and, in the case of the CEO, recommend the terms of any
employment contract or related agreement with the CEO for approval by the directors serving on the Board who
satisfy the Independence Requirements;
7. To review director compensation, if any (including that of the Chairman of the Board), and recommend from time to time to the Board any proposed changes to such compensation;
8. To review periodically the need for a Company policy regarding compensation paid to the Company’s executive
officers in excess of limits deductible under Section 162(m) of the Code;
9. To serve as a counseling committee to the CEO of the Company regarding compensation matters and such other
matters as the Board may from time to time direct;
10. To review the procedures and policies of the Company designed to ensure compliance with applicable laws and
regulations relating to compensation of executive officers and to monitor the results of these compliance efforts;
11. To maintain minutes or other records of meetings and activities of the Committee and to report to the Board
following meetings of or actions taken by the Committee;
12. To have prepared and to review and discuss with management the Company’s compensation discussion and
analysis disclosure required by the Securities and Exchange Commission (the "SEC") and, based on this review
and discussion, recommend to the Board the inclusion of such disclosure in the Company’s proxy statement or
annual report on Form 10-K, in accordance with applicable rules and regulations promulgated by the SEC, the
NYSE and other regulatory bodies;
13. To produce a compensation committee report on executive officer compensation as required by the SEC to be
included in the Company’s annual proxy statement or annual report on Form 10-K filed with the SEC;
14. To conduct or authorize investigations into any matters within the Committee’s purpose and powers;
15. To review and reassess the powers of the Committee and the adequacy of this Charter periodically and
recommend any proposed changes to the Board for approval;
16. To conduct an annual performance review and evaluation of the Committee; and
17. To consider such other matters in relation to the compensation polices of the Company as the Committee or the
Board may, in its discretion, determine to be advisable.