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Compensation Committee Charter

1.         Role

The role of the Compensation Committee (the “Committee”) is to assist the Board of Directors (the “Board”) in meeting its responsibility with regard to compensation of the Corporation’s executive officers and the adoption and administration of the Corporation’s compensation and benefit programs.

2.         Members

The membership of the Committee consists of at least three directors, each of whom shall (a) meet the independence requirements established by the Board and applicable laws, regulations and rules for NASDAQ-traded securities, (b) be a “non-employee director” within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934, and (c) be an “outside director” within the meaning of Section 162(m) of the Internal Revenue Code. The Board appoints the members of the Committee and the chairperson. The Board may remove any member from the Committee at any time with or without cause.

3.         Responsibilities

Subject to the provisions of the Corporate Governance Guidelines, the principal responsibilities of the Compensation Committee are as follows:

4.         Chief Executive Officer Compensation

(a)       Assist the Board in establishing CEO annual goals and objectives.

(b)       Recommend CEO compensation to the Board for approval and for non-binding advisory approval by shareholders in accordance with the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) governing a shareholder vote on executive compensation.

(i)        In making this recommendation, consider the results of the annual CEO evaluation led by the Chairperson of the Nomination and Corporate Governance Committee.

(c)       The CEO may not be present during deliberations or voting concerning the CEO’s compensation.

(d)       The Committee recommends to the Board annually a cash bonus for the benefit of the CEO, based on the last fiscal year’s results, which can be approved by the independent directors of the Board and does not require approval by the shareholders.

(e)       The Committee also recommends to the Board a salary and an equity compensation plan for the benefit of the CEO for the Board to approve.

(f)        The Committee has the policy, of making a long term compensation plan for the benefit of the CEO, and as a guideline, minimum five year plans.  Such policy shall be disclosed at least annually in the Corporation’s annual report on Form 10-K filed with the SEC.

5.         Other Executive Officer Compensation

(a)       Oversee an evaluation of the performance of the Corporation’s executive officers and approve the annual compensation, including salary, bonus, incentive and equity compensation, for the executive officers.

(b)       Review the structure and competitiveness of the Corporation’s executive officer compensation programs considering the following factors:

(i)        The attraction and retention of executive officers;

(ii)       The motivation of executive officers to achieve the Corporation’s business objectives; and

(iii)     The alignment of the interests of executive officers with the long-term interests of the Corporation’s shareholders.

(c)       Review and approve compensation packages for new executive officers and termination packages for executive officers.

(d)       The Committee has the policy, of making a long-term compensation plan for the benefit of the executive officers, and as a guideline for a minimum of 3 years.

6.         Other Officer Compensation

Review and approve the compensation structure for executives at the level of senior vice president and above, other than executive officers.

7.         Development and Succession Planning

Review and discuss with the CEO and report to the Board plans for executive officer development.

8.         General Compensation Oversight

Monitor and evaluate matters relating to the compensation and benefits structure of the Corporation as the Committee deems appropriate, including:

(a)       Provide guidance to management on significant issues affecting compensation philosophy or policy.

(b)       Provide input to management on whether compensation arrangements for Corporation executives incentivize unnecessary and excessive risk taking.

(c)       Review and approve policies regarding CEO and other executive officer compensation.

9.         Equity and Other Benefit Plan Oversight

Administer the Corporation’s equity-based and employee benefit plans, and perform the duties of the Committee under those plans. The Committee may delegate such responsibilities to the CEO as it deems appropriate.

10.       Disclosure

Discuss with management the Corporation’s Compensation Discussion and Analysis (“CD&A”) for the annual proxy statement, if and when such disclosure is required by applicable rules and regulations adopted by the SEC.  Based on a review and discussion, recommend to the Board that the CD&A be included, if required by applicable SEC rules, in the Corporation’s annual report or annual proxy statement; and produce an annual report of the Compensation Committee on executive compensation for the Corporation’s annual proxy statement in compliance with and to the extent required by applicable SEC rules and regulations .

11.       Other Responsibilities

(a)       Regularly review and make recommendations to the Chairperson of the Nomination and Corporate Governance Committee, about changes to the charter of the Committee.

(b)       Obtain or perform an annual evaluation of the Committee’s performance and make applicable recommendations, and report results to the Chairperson of the Nomination and  Corporate Governance Committee.

(c)       Consult with the CEO, before any compensation plans are enforced.

12.       Authorization

The Committee has the authority, and shall be afforded resources sufficient, to engage independent compensation consultants or other advisory firms, including legal advisors, when determined by the Committee to be necessary or appropriate.  The Committee shall have sole authority to retain and terminate any such consultant or legal advisor, including sole authority to approve the fees and other retention terms.

The Committee may delegate authority to one or more designated members of the Committee. The Committee may delegate to the CEO the authority to make grants of equity-based compensation to eligible individuals who are not executive officers. If the CEO is granted such authority, he shall regularly report to the Committee grants so made and the Committee may revoke any delegation of authority at any time.