The Committee shall consist of at least three members of the Board of Directors. The Board will appoint Committee members and the Committee chair on an annual basis, as soon as is practical following the annual meeting of Shareholders of the Company. An individual may serve on the Committee only if the Board of Directors determines that the individual:
1.is a “Non-Employee Director” for purposes of Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the “1934 Act”),
2.satisfies the requirements of an “outside director” for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended, and
3.is “independent” as that term is defined by the rules and listing standards of the SEC and the NYSE, respectively.
The Board shall also have the right to remove and/or replace any member of the Committee from time to time in its discretion.
The purposes of the Committee are (i) to discharge the responsibilities of the Board relating to compensation of the Company’s Chief Executive Officer (“CEO”) and other executives and to recommend to the Board the compensation of Board members, and (ii) to produce an annual report on executive compensation for inclusion in the Company’s annual proxy statement that complies with the rules and regulations of the Securities and Exchange Commission, the New York Stock Exchange and any other applicable rules and regulations.
1. reviewing and approving corporate goals and objectives relevant to CEO compensation and evaluating the performance of the CEO in light of those goals and objectives;
2. determining and reporting to the Board the compensation of the CEO based on this evaluation;
3. after reviewing the applicable recommendations of the CEO, in consultation with the CEO, reviewing and approving corporate goals and objectives relevant to compensation of other members of senior management, namely, each employee other than the CEO:
a) who is an “officer” within the meaning of Section 16 of the 1934 Act or an “executive officer” for purposes of Item 401(b) of Regulation S-K;
b) whose compensation is required to be reported in the Company’s annual report or proxy statement; or
c) who is designated by the CEO as the head of a division of the Company;
4. in consultation with the CEO, evaluating the performance of such other members of senior management in light of those goals and objectives, and determining and reporting to the Board their compensation;
5. in consultation with the CEO, evaluating and approving or disapproving the proposed appointment of any other such member of senior management prior to his or her hire, and reporting the Committee’s approval or disapproval of such appointment to the Board;
6. annually reviewing and making recommendations to the Board with respect to director compensation and benefits in accordance with the Company’s Corporate Governance Guidelines;
7. making recommendations to the Board regarding adoption of, or any material change to, any equity-based compensation plan of the Company or any incentive compensation plan of the Company applicable to the CEO or members of senior management identified in paragraph 3, above;
8. administering the Company’s incentive compensation plans and equity-based compensation plans;
9. to the extent the Board is required by applicable law or regulation or the terms of existing plans to approve changes in any 401(k), pension or deferred compensation plan of the Company, reviewing and recommending such changes to the Board;
10. retaining and determining the fees and other retention terms of any compensation consultant engaged to assist in the evaluation of director, CEO or senior management compensation (the Committee will have the sole authority to engage any such compensation consultant on behalf of the Company);
11. reviewing executive compensation disclosure with management, including the Company’s disclosure under “Compensation Discussion and Analysis” in the Company’s proxy statement;
12. preparing the annual compensation committee report for inclusion in the Company’s annual proxy statement or 10-K in accordance with the applicable rules and regulations of the SEC; and
13. conducting an annual performance self-evaluation of the Committee.
In determining any long-term incentive component of the compensation of the CEO and other members of senior management, the Committee will consider: (1) the Company’s performance and relative shareholder return; (2) the value of similar incentive awards to chief executive officers and senior management at comparable companies; and (3) any such awards given to these individuals in past years.
The Committee shall meet at least annually, and at such other times as it deems necessary to fulfill its responsibilities. The Committee shall promptly inform the Board of the actions taken or issues discussed at its meetings. This will generally take place at the Board meeting following a Committee meeting.
The Committee shall have the right to retain independent counsel or other advisers that the Committee determines are necessary in carrying out its duties. The Company will provide for appropriate funding, as determined by the Committee, for payment of compensation to any such independent counsel or other advisers retained by the Committee
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