COMPENSATION COMMITTEE CHARTER ADOPTED November 14, 2003 The Compensation Committee (the “Committee”) shall have responsibility for assisting the Board of Directors in determining and overseeing the compensation practices and policies of the corporation. Except as the Board of Directors may otherwise determine, the Committee may make its own rules for the conduct of its business, but unless otherwise permitted by the Board, its business shall be conducted as nearly as may be in the same manner as the By-laws of the Company provide for the conduct of business by the Board of Directors. THE TASKS OF THE COMMITTEE SHALL INCLUDE THE FOLLOWING: 1. The Committee shall in conjunction with management define an 5. The Committee shall seek to assure that the total compensation pro- executive compensation policy that seeks to gram and practices of the Company are designed with full consid- 1. support the corporation’s overall business strategy and objectives, eration of all accounting, tax, securities law and regulatory 2. attract and retain key executives, requirements and are of the highest quality. The Committee will have 3. link total compensation with business objectives and organiza- access to the corporation’s independent accountants, legal counsel tional performance in good and bad times, and and tax advisors. 4. provide competitive total compensation opportunities at a reasonable cost while enhancing shareholder value creation. 6. The Committee shall have the right to select independent compensation consultants to advise the Committee while working with manage- 2. The Committee shall establish base compensation, cash incentives, ment and for the corporation. long-term incentives and other material compensation arrange- ments (including severance agreements) for executive officers and 7. The Committee shall prepare an annual report addressing the cor- other key executives of the corporation as defined by the Committee. poration’s compensation policies as required by the Securities and Exchange Commission. 3. The Committee shall make recommendations to the Board of Directors with respect to the adoption of new equity incentive plans 8. The Committee shall make recommendations to the Board of and shall administer compensation plans approved by the Board and Directors with regard to the adoption of retirement plans and material shareholders, including the corporation’s stock option plans and the benefit plans. employee stock purchase plan. 9. The Committee shall meet as a separate committee of the Board of 4. The Committee shall review and make recommendations to the Directors at least one time per year and as often as it deems neces- Board with respect to compensation for outside directors. sary to carry out its duties. The Compensation Committee shall make regular reports to the Board of Directors.
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