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Role

The Compensation Committee's role is to discharge the Board's responsibilities relating to compensation of the Company's executive officers and to oversee and advise the Board on the adoption of policies that govern the Company's compensation programs, including stock and benefit plans.

Membership

The membership of the Committee consists of at least three directors, each of whom shall be free of any relationship that, in the opinion of the Board, would interfere with his or her exercise of independent judgment, and shall in addition meet the independence requirements established by the Board and the requirements of applicable laws, regulations and listing standards. The Chair of the Board of Directors appoints the chair and members of this Committee, upon recommendation of the Governance and Nominating Committee. Committee members serve at the pleasure of the Board.

Operations

The Committee meets at least one time a year. Additional meetings may occur as the Committee or its chair deems advisable. The Committee will cause to be kept adequate minutes of all its proceedings and will report its actions to the next meeting of the Board. Committee members will be furnished with copies of the minutes of each meeting and any action taken by unanimous consent. The Committee is governed by the same rules regarding meetings (including meetings by conference telephone or similar communications equipment), action without meetings, notice, waiver of notice, quorum and voting requirements as are applicable to the Board. The Committee is authorized to adopt its own rules of procedure not inconsistent with (a) any provision of this Charter, (b) any provision of the Bylaws of the Company, or (c) the laws of the state of Delaware.

Authority

The Committee will have the resources and authority necessary to discharge its duties and responsibilities, including the authority to retain outside counsel and compensation consultants, or other experts or consultants as it deems appropriate, and has authority to approve the fees and other retention terms of any such firms. The Committee also has authority to obtain advice from the Company's legal counsel and compensation consultants and from Company employees. The Committee may form and delegate any of its authority to subcommittees or to one or more designated members of the Committee.

Responsibilities

The principal responsibilities and functions of the Compensation Committee are as follows:

• Review the Company's executive compensation programs with a view toward
  
  
  1. their competitiveness for the attraction and retention of corporate officers,
  
  
  
  2. their motivation of corporate officers to achieve the Company's business objectives, and
  
  
  
  3. the alignment of the interest of key leadership with the long-term interests of the Company's shareholders.


• Review trends in management compensation and recommend to the Board adoption and amendment of compensation plans.



• Review and approve goals and objectives relevant to CEO compensation, evaluate the CEO's performance in light of those goals and objectives, and determine the CEO's compensation based on this evaluation.



• Approve the salaries, bonus and other compensation for all other corporate officers at the level of executive vice president and above after consultation with the CEO.



• Review and approve compensation packages for new corporate officers and termination packages for corporate officers.



• Review and approve the awards made under any executive officer bonus plan and determine the extent to which any performance criteria have been satisfied.



• Review and approve awards made under any long-term incentive compensation plans, including equity-based plans, and in general administer the Company's equity-based plans.



• Review periodic reports from management on matters relating to the Company's personnel appointments and practices.



• Produce a report on executive compensation for the Company's annual report and annual proxy statement in compliance with applicable Securities and Exchange Commission rules and regulations.



• Regularly review and make recommendations about changes to the Committee's charter after consultation with the Chair of the Governance and Nominating Committee.



• Perform an annual evaluation of the Committee's performance and make applicable recommendations.

Last Reviewed: June 8, 2010

Last Revised: June 8, 2010

 

Committee Members

Julius Y. Oestreicher
Carol R. Kaufman
Kenneth A. Nilsson