Role of the Committee

The Compensation Committee is to discharge the Board’s responsibilities relating to the evaluation and compensation of the Company’s CEO and other executive officers. The Committee also makes recommendations to the Board regarding succession planning for senior executives and director compensation.

Composition of the Committee

The Committee shall consist of no fewer than three (3) members, each of whom shall meet the independence requirements of any applicable laws, rules and regulations. The Board shall appoint and replace the Compensation Committee members and designate a committee chairman upon recommendation of the Nominating and Governance Committee.

Procedures and Administration

The Committee shall meet at least two (2) times per year and more frequently as it believes is necessary or appropriate to fulfill its duties and responsibilities.

In carrying out its duties and responsibilities, the Committee shall have that power and authority granted to committees of the Board in the Company’s Corporate Governance Guidelines, By-laws and Charter. The Committee shall have sole authority to retain and terminate a compensation consultant or consulting firm to assist in the evaluation of and development of recommendations regarding director, CEO or executive officer compensation, including sole authority to approve the firm’s fees and other retention terms. In addition, the Committee shall have sole authority to engage and terminate any other outside consultants and advisors the Committee deems necessary to carry out its duties. The Company shall provide sufficient funding for these consultants and advisors, as well as for those administrative expenses that are necessary or appropriate for the Committee to perform its duties.

The Compensation Committee may request any officer or employee of the Company, or the Company’s outside counsel, to attend a meeting of the Committee or to meet with any members of or consultants to the Committee.

Following each meeting, the chairman shall provide a summary report to the Board.

The Committee may form and delegate authority to subcommittees when appropriate.

Committee Duties and Responsibilities

In addition to the procedural responsibilities outlined above, the Compensation Committee shall carry-out the following additional duties and responsibilities:

1. The Committee shall produce a Compensation Committee Report on executive compensation for inclusion in the Company’s proxy statement. The Committee shall also assist in the preparation of the Compensation Discussion and Analysis section of the Company’s proxy statement.
2. The Committee will conduct an annual review of the CEO’s performance. As part of this review, the chairman of the Compensation Committee may solicit input from other independent members of the Board. Following the review, the chairman of the Compensation Committee will deliver a summary report to the Board.
3. For all purposes, the Committee will review the policies and principles it follows for determining compensation as appropriate.
4. The Committee shall annually review and approve corporate goals and objectives relevant to CEO compensation, evaluate the CEO’s performance in light of those goals and objectives, and as a committee determine and approve the CEO’s compensation level based on this evaluation. In determining the long-term incentive component of CEO compensation, the Committee should consider, among other things, the Company’s performance and relative stockholder return, the value of similar incentive awards to CEOs at comparable companies and awards given to the CEO in past years. This review and evaluation may involve consultations from time to time with the other independent members of the Board.
5. The Committee shall annually review and approve compensation of executive officers other than the CEO.
6. The Committee shall review and approve (a) incentive compensation plans for all executive officers, (b) equity-based plans, (c) retirement plans, and (d) employment agreements, severance arrangements and change in control agreements/provisions for executive officers, and or supplemental benefits for executive officers. As required by applicable laws, rules and regulations, the Committee shall recommend submission of equity-based plans to the shareholders for approval.
7. The Committee shall annually review and make recommendations regarding director compensation to the Board. In forming its recommendations for director compensation, the Committee shall consider, among other things, the director compensation practices at comparable companies, the importance of attracting and retaining talented and effective directors, and the time and effort directors spend performing board and committee work.
8. The Committee shall annually review its own performance and the adequacy of this Charter, reporting the results of these reviews to the Board.
9. The Committee shall make recommendations to the Board regarding succession planning relating to the CEO and other executive officers.
10. The Committee shall make regular reports to the Board.