C. General Responsibilities
The Committee's role is generally one of oversight and it recognizes that management
is responsible for designing and modifying salary ranges and grades, incentive
compensation programs, compensation strategy and practices, performance evaluation
systems, succession planning, and the conduct and funding of the various retirement
plans of the Corporation. In carrying out its responsibilities, the Committee and
its members are providing oversight, review, and consultation to management. The
Committee is not providing any expert or special assurance as to the matters
identified in this Charter or exercising discretion, authority or control over the
management. The following matters comprise the recurring activities of the
Committee in carrying out its functions. The responsibilities and duties of a
member of the Committee are in addition to his or her duties as a member of the
Board.
1. The Committee shall review and approve corporate goals and objectives relevant
to compensation of the President and CEO, make a performance appraisal of each such
officer in light of those goals and objectives and establish and approve the
appropriate level of base compensation and bonus and incentive compensation based on
such evaluations. In determining the long-term incentive component of compensation
of the President and CEO, the Committee should consider the Corporation's
performance and relative shareholder return, the value of similar incentive plan
awards to CEOs and Presidents at comparable companies and the awards given to the
Corporation's CEO and President in past years. The Committee will present to the
Board for final approval and ratification a recommendation to be implemented. In
conjunction with the President and CEO, the Committee directs the management
succession planning, particularly for CEO succession.
2. With the exception of the President and CEO pursuant to Section C.1 above, the
Committee, in consultation with management, shall evaluate the performance of the
Corporation's executive officers and make recommendations to the Board regarding the
appropriate level of base compensation and bonus and incentive compensation for such
officers.
3. With respect to the CEO and the other executive officers of the Corporation, the
Committee, in consultation with management, shall review and approve annually (i)
any employment agreements, severance agreements and change in control agreements or
provisions, when and if appropriate; and (ii) any special or supplemental benefits.
4. The Committee shall retain a compensation consultant(s), when and if
appropriate, from time to time, to advise the Committee on executive compensation
practices and policies or any other matters within this Charter.
5. In consultation with management, the Committee shall consider and take actions
with respect to the adoption, amendment, administration or termination of
compensation, welfare, benefit, pension and other plans related to compensation of
current and former employees of the Corporation, in each case taking into account
appropriate industry benchmarks and, as appropriate, the compensation policies
pursued by companies similarly situated to the Corporation.
6. In consultation with management, the Committee shall (i) review the terms and
conditions of compensation plans; (ii) determine the eligibility requirements
applicable to participants in each such plan as may be required by the terms of a
plan; (iii) evaluate the performance of each benefit plan and all fiduciaries of the
plans; (iv) approve, and recommend to the full Board for its approval, the initial
adoption of any equity-based plan and any material modification to such plan (such
as an increase in the number of shares available under such plan); and (iv) make
such amendments to the Corporation's non-equity based plans and take such actions in
regard to the plans as the Committee deems appropriate.
7. In consultation with management, the Committee shall design and approve
incentive, including any equity-based compensation, plans to allow the Corporation
to attract and retain talented personnel and align the pay of such personnel with
the long-term interests of shareholders. In addition, the Committee shall submit
each equity-based compensation plan and each material modification thereof to the
Board for its approval and take actions that may be necessary or advisable to
implement and administer the Corporation's incentive compensation plans, all in
accordance with the terms of such plans.
8. The Committee shall evaluate and recommend to the full Board the appropriate
level of director compensation and take primary responsibility for ensuring that any
payments to directors, other than in their capacity as directors, are fully and
properly disclosed.
9. The Committee shall make public this Charter, and any amendments thereto, as
appropriate or to ensure compliance with any rules or regulations of any Regulatory
Body.
10. The Committee shall produce an annual report on executive compensation for
inclusion in the Corporation's proxy statement in accordance with applicable rules
and regulations.
11. The Committee shall oversee the Corporation's compliance with any rules
promulgated by any Regulatory Body prohibiting loans to officers and directors of
the Corporation.
12. The Committee shall regularly communicate with the Board in order to ensure
that the Board is fully informed of the Corporation's compensation policies and
other issues within the Committee's jurisdiction.
13. The Committee shall exercise such additional powers as may be reasonably
necessary or desirable, in the Committee's discretion, to fulfill its
responsibilities and duties under this Charter.
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Compensaton Committee Charter