General. The Compensation
Committee is responsible for oversight of executive
compensation, as delegated by the Board of Directors.
The Committee sets compensation for the Chief Executive
Officer, and recommends base salary, bonus and other
remuneration for officers, and makes grants of equity
compensation for senior management, all to ensure
the attraction, retention and appropriate performance-based
reward to executive officers and senior management.
2.
Composition of Committee.
The Compensation Committee shall consist of at least
three independent directors, appointed by the Board
of Directors and serving at its pleasure. As used
herein, the term “independent director”
shall have the same meaning and definition set forth
in Section 303 of the New York Stock Exchange Listed
Company Manual, and Section 301 of the Sarbanes
Oxley Act of 2002.
3.
Authority, Powers &
Responsibilities. The Compensation Committee shall
have the following authority, powers and responsibilities:
3.1
To establish and periodically review the compensation strategy of the Company in order to align organizational strategies, goals, and performance with appropriate compensation rewards for the Chief Executive Officer and executive management.
3.2
To evaluate on an annual basis the components
of total compensation for the Chief Executive
Officer, taking into account performance against
the strategies and goals, as well as market
competitive data and other factors as deemed
appropriate, and to determine the Chief Executive
Officer’s compensation level based upon
this evaluation.
3.3
To make recommendations to the Board of
Directors with respect to compensation for
executive officers other than the Chief Executive
Officer, based upon performance, market competitive
data, and other factors as deemed appropriate.
3.4
To consider and grant incentive compensation
and awards of stock incentives under company
plans, to executive officers and senior management
consistent with the compensation strategy.
3.5
To review executive-level benefit programs,
and recommend adoption and/or amendment to
such programs.
3.6
To recommend to the Board of Directors,
and to the shareholders, as appropriate, new
equity incentive plans, and amendments to
existing plans.
3.7
To review and recommend to the Board of
Directors, the annual retainer and other fees
and equity grants for Directors in connection
with service on the Board of Directors and
Board Committees.
3.8
To select and retain independent experts
and consultants in the field of executive
compensation, to advise with respect to market
data and assist the Committee with its duties,
and to approve fees and set terms of engagement
for such consultants.
3.9
To provide a Committee report relative to
executive compensation, to be included in
the annual report or proxy statement as required
by applicable law and regulation.
3.10
To conduct an annual evaluation of the Committee’s
performance.
3.11
To report to the entire Board at such times
as the Committee and Board shall determine,
but not less than twice a year.
3.12
To perform such other duties and responsibilities
as the Board of Directors may assign from
time to time.
4.
Procedures. The procedures
to be followed by the Compensation Committee are
as follows:
4.1
To act by a majority
vote of Committee members present at a meeting.
A majority of the entire Committee shall constitute
a quorum at any meeting, unless otherwise
provided by the Board of Directors.
4.2
To keep minutes of the meetings of the Committee
through the use of the Secretary of the Company
or, during his or her absence, such other
person as may be designated by the Chairman
of the Compensation Committee.
4.3
To hold regularly scheduled meetings and
such special meetings as the Compensation
Committee may from time to time deem necessary.
4.4
All contacts on behalf of the Compensation
Committee, outside of the regular or special
meetings, shall be conducted only by either
the Chairman of the Compensation Committee
or such other member of the Compensation Committee
as the Board of Directors or a majority of
the entire membership of the Compensation
Committee may from time to time appoint for
such purpose.
4.5
Subject to the required procedures above
set forth, to adopt such other procedures
as the Compensation Committee deems advisable
from time to time as are consistent with and
pursuant to the objectives and functions of
the Compensation Committee hereinabove set
forth.
