October 2003
[COMPANY NAME]
I. Purpose
This Charter specifies the scope of the responsibilities of the Compensation Committee (the “Committee”) of the Board
of Directors (the “Board”) of [Company Name] (the “Company”) and the manner
in which those responsibilities shall be performed, including its structure, processes and
membership requirements.
The primary purpose of the Committee is to discharge the Board’s responsibilities relating to compensation and benefits of the Company’s executive officers [and directors]. In carrying out these responsibilities, the Committee shall review all components of executive officer [and director] compensation for consistency with the Committee’s compensation philosophy as in effect from time to time.
The Committee is also responsible for producing an annual report on executive compensation for inclusion in the Company’s proxy statement, in accordance with applicable rules and regulations.
II. Organization and Membership Requirements
The Committee shall be comprised of at least [three]1 directors,
each of whom shall satisfy the independence requirements of [Nasdaq]
[the New York Stock
Exchange][Nasdaq only: , provided that one director who does not meet the
independence criteria of Nasdaq may, subject to approval of the Board, serve
on the Committee pursuant to, and subject to the limitations under, the “exceptional
and limited circumstances” exception as provided under the rules of
Nasdaq]2. A director shall not serve as a member of the Committee
if the Chief Executive Officer or another executive officer of the Company
serves on the
compensation committee of another company that employs that director as an
executive officer.
The members shall be appointed by the Board [on the recommendation of the Nominating and Corporate Governance Committee] and shall serve until their successors are duly elected and qualified or their earlier resignation or removal. Any member of the Committee may be replaced by the Board [on the recommendation of the Nominating and Corporate Governance Committee]. Unless a chairman is elected by the Board, the members of the Committee may designate a chairman by the majority vote of the full Committee membership. The Committee may from time to time delegate duties or responsibilities to subcommittees or to one member of the Committee.
A majority of the members shall represent a quorum of the Committee, and, if a quorum is present, any action approved by at least a majority of the members shall represent the valid action of the Committee.
III. Meetings
The Committee shall have the authority to obtain advice or assistance from
consultants, legal counsel, accounting or other advisors as appropriate,
to perform its duties hereunder and to determine the terms, costs and fees
for such engagements. Without limitation, the Committee shall have the
sole authority to retain or terminate any consulting firm used to evaluate
director, CEO or executive compensation, and to determine and approve the
terms of engagement the fees and costs for such engagements. The fees and
costs of any consultant or advisor engaged by the Committee to assist in
it in performing any duties hereunder shall be borne by the Company.
The Committee shall meet as often as it deems appropriate [, but not less frequently than once each year] to review the compensation of the executive officers [, directors][and other employees] of the Company, and otherwise perform its duties under this charter.
The Committee shall maintain written minutes of its meetings, which minutes will be filed with the minutes of the meetings of the Board. The Committee will also record its summaries of recommendations to the Board in written form, which will be incorporated as part of the minutes of the Board meeting at which those recommendations are presented.
IV. Committee Authority and Responsibilities
To fulfill its responsibilities and duties, the Committee shall:
Provided By DLA Piper