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Purpose
The Compensation Committee is appointed by the Board
of Directors to discharge the Board’s responsibilities
relating to compensation of the Company’s executives.
Committee Membership
The Committee will be composed of at least three directors,
all of whom satisfy the definition of “independent”
under the listing standards of the American Stock Exchange
(AMEX). All Committee members shall also be “non-employee
directors” as defined by Rule 16b-3 under the
Securities Exchange Act of 1934 and “outside directors”
as defined by Section 162(m) of the Internal Revenue
Code. The Committee members will be appointed by the
Board and may be removed by the Board in its discretion.
Meetings
The Committee shall meet as often as its members deem
necessary to perform the Committee’s responsibilities.
Committee Authority and Responsibilities
The Committee will have the authority, to the extent
it deems necessary or appropriate, to retain a compensation
consultant to assist in the evaluation of director,
Chief Executive Officer (CEO) or senior executive compensation.
The Committee shall have sole authority to retain and
terminate any such consulting firm, including sole authority
to approve the firm’s fees and other retention
terms. The Committee shall also have authority, to the
extent it deems necessary or appropriate, to retain
other advisors. The Company will provide for appropriate
funding, as determined by the Committee, for payment
of compensation to any consulting firm or other advisors
employed by the Committee.
The Committee will make regular reports to the Board
and will propose any necessary action to the Board.
The Committee will review and reassess the adequacy
of this charter annually and recommend any proposed
changes to the Board for approval.
The Committee, to the extent it deems necessary or appropriate,
will review and approve CEO compensation and non-CEO
executive compensation, incentive-compensation plans
and equity-based plans
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