MISSION
Develop and approve compensation programs that enhance the Company's ability to recruit and retain qualified executive and other personnel, and develop and approve stock option and award programs that create long-term incentive for executive management and key employees by enabling them to acquire an equity stake in the Company
COMPOSITION
All outside directors
RESPONSIBILITIES
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.
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
Support an employment environment of equal opportunity without regard
to discrimination on the basis of age, race, religion, sex, or national
origin.
Prepare for inclusion in the Company's proxy or information statement
for its annual shareholders' meeting disclosure of the compensation
committee's compensation policies applicable to executive officers,
including the specific relationship of corporate performance to executive
compensation.
Develop and administer the Company's stock option and stock award
plans for executive officers and other employees. (Note: In order
for these plans to meet the "disinterested administrators"
requirement of rule 16b-3 under the Securities Exchange Act, the decisions
respecting the grant of options under a plan must be made by this
committee and not by the full board on the recommendation of this
committee.)
ADOPTED
July 25, 2003
