I. PURPOSE The purpose of the Committee is to assure the adequacy of the compensation and benefits of the officers and top management of the Company and to comply with any executive compensation disclosure requirements under relevant NYSE listing rules or law.
II. COMMITTEE MEMBERS The Human Resources Committee of the Board shall be made up of at least three "Independent" Directors as that term is defined in relevant NYSE listing rules and law. Committee members shall be appointed and removed by the Board of Directors in its sole discretion.
III. COMMITTEE MEETINGS The Committee will meet at least two times a year, with authority to convene additional meetings as circumstances require. The Committee will invite members of management and others to attend meetings and provide pertinent information, as necessary. Meeting agendas will be prepared and provided in advance to members, along with appropriate briefing materials. Minutes will be prepared and the Committee will report to the Board the results of its meetings. The Committee may form one or more subcommittees, each of which may take such actions as may be delegated by the Committee.
IV. DUTIES and RESPONSIBILITIES The Committee has the following specific duties and responsibilities, in addition to any similar matters that may be referred to the Committee from time to time by the full Board, the Chairman, or which the Committee raises on its own initiative:
1. Reviews and approves corporate goals and objectives relevant to CEO compensation, evaluates the CEO’s performance in light of these goals and objectives, and sets the CEO’s compensation level based on this evaluation and other relevant business information.
2. Determines and approves the compensation and other employment arrangements for the executive officers of the Company;
3. Determines and approves awards for executive officers under short-term and long-term incentive programs;
4. Makes recommendations to the Board with respect to incentive-compensation plans and equity-based plans that are subject to board approval.
5. Oversees other compensation and benefit matters as appropriate;
6. Determines and approves equity grants for executive officers and each individual subject to section 16 of the Securities Exchange Act of 1934.
7. Has sole authority within the Company to select, retain and terminate any consulting firm assisting in the evaluation of director, CEO, or senior executive compensation. This authority includes the sole authority to approve the consulting firm’s fees and other retention terms.
8. Produces the Committee’s report on executive compensation included in the Company’s annual proxy statement and generally oversees compliance with the compensation reporting requirements of the Securities and Exchange Commission (SEC).
9. Evaluate whether the Company's executive compensation practices and policies create incentives or disincentives that materially affect risk taking or are reasonably likely to have a material adverse effect on the Company.
10. Oversees management's establishment and implementation of standards, guidelines, and policies relating to the identification, assessment, and management of significant potential risks relating compensation and benefits, reporting to the full Board of Directors as appropriate.
11. Reviews and discusses the Compensation Discussion and Analysis (the CD&A) required by the rules and regulations of the SEC with management, and, based on such review and discussion, determines whether or not to recommend to the Board that the CD&A be included in the company's annual proxy statement and annual report on form 10-K.
12. Evaluates annually its performance in accordance with relevant NYSE listing rules and law.
02/16/10