1. | recommend to the Board for its approval the objectives of the Companys management compensation programs and its basic compensation policies; | |
2. | review and recommend to the Board for its approval corporate goals and objectives relevant to the compensation of the Companys executive officers, including annual and long-term performance goals and objectives; | |
3. | review and recommend to the Board for its approval any employment agreements, severance arrangements, retirement arrangements, change in control agreements and provisions, and any special or supplemental benefits with respect to any executive officer or other member of senior management; | |
4. | evaluate at least annually the performance of the Companys executive officers against corporate goals and objectives identified by the Board and such other factors as the Committee deems relevant, and, based on this evaluation, determine and recommend to the Board for its approval the compensation (including any awards under any equity-based compensation or non-equity-based incentive compensation plan of the Company and any material perquisites) for the executive officers based on this evaluation; | |
5. | determine and recommend to the Board for its approval the compensation level (including any incentive awards under any equity-based compensation or non-equity-based incentive compensation plan of the Company and any material perquisites) for members of senior |
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management of the Company (other than executive officers) as the Committee or the Board may from time to time determine to be appropriate; | ||
6. | review on a periodic basis the Companys management compensation programs, including any management incentive compensation plans as well as plans and policies pertaining to perquisites, to determine whether they are appropriate, properly coordinated and achieve their intended purposes, and recommend to the Board for its approval any appropriate modifications or new plans, programs or policies; | |
7. | review, approve and recommend to the Board for its approval the adoption of any equity-based compensation plan for employees of or consultants to the Company and any modifications of any such plan; administer such plans (including the 1998 Stock Incentive Plan) as provided by the terms thereof, including authorizing all awards made pursuant to such plans, and monitor compliance by management with such rules, policies and guidelines for the issuance of awards pursuant to such plans as the Committee or the Board may establish; | |
8. | review, approve and recommend to the Board for its approval the adoption of any non-equity-based incentive compensation plan for employees of or consultants to the Company and any modification of any such plan and review at least annually the awards made pursuant to such plans; | |
9. | review, approve and recommend to the Board for its approval the adoption of any employee retirement plan, and any other material employee benefit plan, and any material modifications of any such plans; | |
10. | review and discuss with management the Companys Compensation Discussion and Analysis disclosure required by SEC regulations and determine whether to recommend to the Board that it be included in the Companys Annual Report on Form 10-K and proxy statement on Schedule 14A or information statement on Schedule 14C, as applicable; | |
11. | prepare the report of the Committee required to be included in the Companys Annual Report on Form 10-K and proxy statement on Schedule 14A or information statement on Schedule 14C, as applicable, in accordance with applicable SEC rules and regulations; | |
12. | review the form and amount of director compensation at least annually, and make recommendations thereon to the Board for its approval; | |
13. | monitor compliance of directors and executive officers with the Companys program of required stock ownership; | |
14. | conduct an annual self-evaluation of the performance of the Committee, including its effectiveness and compliance with this Charter; | |
15. | review and reassess the adequacy of this Charter annually, and recommend to the Board amendments as the Committee deems appropriate; and | |
16. | report regularly to the Board on Committee findings and recommendations and any other matters the Committee deems appropriate or the Board requests. |
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