Download the printable PDF version (79K)

1. Purpose

The Compensation Committee is appointed by the Board of Directors (the “Board”) to assist the Board, and/or discharge the Board's responsibilities, with respect to compensation of the Company's executive officers and directors. Further, the Compensation Committee shall administer the 1996 Stock Plan, the Director Stock Plan and the 2006 Director Restricted Stock Plan (collectively, the “Stock Plans”) and the Management Incentive Compensation Program (the “MIC Program”).
 
2. Membership

The Compensation Committee shall consist of no fewer than two members, each of whom shall meet the independence requirements of the New York Stock Exchange.  The Board, upon the recommendation of the Nominating/Corporate Governance Committee, shall appoint the members of the Compensation Committee. Compensation Committee members may be replaced by the Board.

3. Authority and Responsibilities

The Compensation Committee shall have the following authority and responsibilities.  This list is set forth as a guide with the understanding that the Compensation Committee may diverge from this guide as appropriate given the circumstances.

a.     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, either as a committee or together with the other independent directors (as directed by the Board), determine and approve the CEO's compensation based on this evaluation. In determining the long-term incentive component of CEO compensation, the Compensation Committee may 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 Company's CEO in past years.

b.     Annually review and approve and/or make recommendations to the Board with respect to non-CEO executive officer compensation.

c.     Make recommendations to the Board with respect to incentive compensation plans and equity-based plans that are subject to Board approval.

d.     Administer the Stock Plans and any successor plans in accordance with the responsibilities assigned to the Compensation Committee under any and all such plans, approve the form of and terms contained in any amendment to the Stock Plans and any successor plans, in each case subject to stockholder approval, if required, and make awards of incentive and non-qualified stock options, restricted stock, restricted stock rights and stock appreciation rights under the Stock Plans and any successor plans.

e.     Administer the MIC Program and any successor plan in accordance with the responsibilities assigned to the Compensation Committee under the MIC Program or any successor plan.

f.      Review and discuss with management the Compensation Discussion and Analysis disclosure for the Company’s annual proxy statement or annual report on Form 10-K and, based on its review and discussion, recommend to the Board that the Compensation Discussion and Analysis disclosure be included in such annual proxy statement or annual report on Form 10-K.

g.     Approve and/or make recommendations to the Board with respect to any employment, change-in-control, severance or termination arrangements to be made with any executive officer of the Company.

h.     Annually review and make recommendations to the Board with respect to the compensation of the directors of the Company.

i.      Review perquisites or other personal benefits, if any, to the Company’s executive officers and directors and recommend any changes to the Board.

j.      Review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval.

k.     Annually review the Compensation Committee’s own performance.

4. Meetings

The Compensation Committee shall meet at least annually, at such time and place as the members of such Committee may determine, and at such other times as it deems necessary to fulfill its responsibilities. The Compensation Committee may form and delegate authority to subcommittees when appropriate, provided that the subcommittees are composed entirely of independent directors.  The Compensation Committee shall make regular reports to the Board.

5. Report

The Compensation Committee shall prepare the report of the Compensation Committee required by the rules of the Securities and Exchange Commission to be included in the Company's annual proxy statement or annual report on Form 10-K.

6. Resources

The Compensation Committee shall have the authority to obtain advice and seek assistance from compensation consultants and from internal and external legal, accounting, and other advisors. If a compensation consultant is retained to assist the Compensation Committee in the evaluation of director, CEO or executive officer compensation, the Compensation Committee shall have the sole authority to retain and terminate the consulting firm, including sole authority to approve the firm's fees and other retention terms.