COMPENSATION COMMITTEE CHARTER
The purposes of the Compensation Committee are to discharge the responsibilities of the Board of Directors relating to compensation of the Corporation’s Chief Executive Officer and other members of the Corporation’s senior management, to establish compensation programs that comply with the Corporation’s compensation philosophy, and to produce an annual report on executive compensation for inclusion in the Corporation’s proxy statement, in accordance with applicable rules and regulations.
The Committee will consist of three or more independent members of the Board appointed from time to time by the Board. The Committee will consist solely of non-employee directors who meet the independence requirements of the Securities and Exchange Commission and the New York Stock Exchange. Members of the Committee are subject to removal at any time by a majority of the Board. Any resulting vacancy may be filled by the Board.
DUTIES AND RESPONSIBILITIES
The Committee will:
The Committee will provide regular reports of its activities to the Board.
The Committee will meet twice annually, or more frequently as circumstances dictate. A majority of the members of the Committee will constitute a quorum for the transaction of business.
RESOURCES AND AUTHORITY
The Committee will have the resources and authority appropriate to discharge its responsibilities, including the authority to use internal personnel. The Committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser (collectively, a “compensation adviser”). The Committee shall be directly responsible for the appointment, compensation and oversight of the work of any compensation adviser retained by the Committee. The Company must provide for appropriate funding, as determined by the Committee, for payment of reasonable compensation to a compensation adviser retained by the Committee. The Committee may select a compensation adviser to the Committee only after taking into consideration all factors relevant to such adviser’s independence from management in accordance with the requirements of the Securities and Exchange Commission and the New York Stock Exchange. Provided, however, that such an independence assessment is not required for in-house legal counsel and certain compensation advisers with a limited role as provided for in the rules of the Securities and Exchange Commission and the New York Stock Exchange.
The Committee may delegate its authority in accordance with the Delaware General Corporation Law to subcommittees established by the Committee from time to time, which subcommittees will consist of one or more members of the Committee and will report to the Committee, except that the Committee will not delegate its authority with respect to compensation matters involving any persons subject to Section 16 of the Securities and Exchange Act of 1934, as amended.
ADOPTION OF CHARTER
This amended and restated Charter was adopted by the Board of Directors on March 25, 2013.
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