MISSION
The mission of the compensation and benefits committee shall be to develop and approve compensation programs that enhance the Company’s ability to recruit and retain qualified executives and other personnel and develop and approve equity and other programs that create long-term incentive for executive management and key employees by enabling them to acquire an equity stake in the Company.
COMPOSITION
The compensation and benefits committee shall be composed of all directors who are: (a) independent directors as determined under the rules of the principal exchange on which the Company’s equity securities are traded [NASDAQ § 4350(c)(3)]; (b) “non-employee directors,” as defined in Rule 16b-3 under the Securities Exchange Act of 1934; and (c) “outside directors” within the meaning of Section 162(m) of the Internal Revenue Code.
The board of directors of the Company shall determine annually the qualification of directors to serve on the compensation and benefits committee under the foregoing criteria and may review and redetermine the qualifications of any director at any time.
RESPONSIBILITIES
The compensation and benefits committee shall carry out the identified responsibilities in each of the following areas:
review and recommend to the board of directors the amount and manner
of compensation of the chief executive officer for final determination
by the board of directors. The chief executive officer may not be
present during voting or deliberations on the chief executive officer’s
compensation [NASDAQ § 4350(c)(3)];
consider the recommendations of the chief executive officer respecting
the amount and manner of compensation of the other executive officers
and recommend to the board of directors the amount and manner of compensation
for such executive officers for final determination by the board of
directors;
consult with the chief executive officer respecting the amount and
manner of compensation for other executive-level personnel;
counsel the chief executive officer in personnel matters, management
organization, long-range management succession planning, and executive
development and motivation;
support an employment environment of equal opportunity without regard
to discrimination on the basis of age, race, religion, sex, or national
origin;
review and discuss for inclusion in the Company’s proxy or information
statement for its annual shareholders’ meeting the “Compensation
Discussion and Analysis” disclosure as well as its annual report
of the compensation and benefits committee’s compensation policies
applicable to executive officers, including the specific relationship
of corporate performance to executive compensation;
develop and administer the Company’s equity incentive plans
for executive officers and other employees and either recommend to
the board of directors awards under such plans or, upon the further
delegation of the board of directors, make awards under such plans
[Rule 16b-3(d)];
advise the board of directors respecting compensation for non-executive
directors;
regularly review and recommend to the board of directors changes to
the compensation and benefits committee charter;
appoint and remove third-party administrators for plans that the Company
may adopt; and
review and approve written agreements relating to terms of employment
of executive officers, including change of control and termination
agreements.
The compensation and benefits committee shall have the authority to:
retain and terminate outside counsel, compensation consultants, or
other advisors as it deems appropriate, including sole authority to
approve the financial and other terms of engagement of such advisors,
and to preserve and protect as privileged all communication between
the compensation and benefits committee or the Company with such counsel
[ISS Corp. Gov. ‘08, p’. 14].
delegate to one or more executive officers the authority to grant
equity incentives to individuals who are not executive officers.
delegate authority to a subcommittee of one or more designated members
to perform specific duties or functions within specific parameters
on behalf of the compensation and benefits committee, provided that
no subcommittee shall have authority to make equity incentive awards
unless it consists of at least two members [Rule 16b-3(d)].
have full access to the Company’s executives and personnel records
as are necessary to carry out its responsibilities.
MEETINGS
The compensation and benefits committee will meet periodically as necessary to act upon any matter within its jurisdiction. A majority of the total number of members of the compensation and benefits committee shall constitute a quorum at all compensation and benefits committee meetings. All meetings shall be held subject to and in accordance with Section 3.13 (including notice, quorum, and vote/actions of the compensation and benefits committee) and other applicable sections of the Company’s bylaws.
The compensation and benefits committee will cause to be kept adequate minutes of its proceedings and will report on its actions and activities at the next regularly scheduled meeting of the board of directors. Compensation and benefits committee members will be provided with copies of all compensation and benefits committee minutes and unanimous written consents.
The compensation and benefits committee shall meet periodically in executive session without Company management present
ADOPTED
August 1, 2008
