(As amended through March 10, 2017)
The Compensation Committee (the "Compensation Committee" or the "Committee") assists the Board of Directors (the "Board") in carrying out its responsibilities with respect to (i) employee benefit plans and employee stock programs and (ii) matters relating to the compensation of persons serving as Senior Management, including the Chief Executive Officer ("CEO") of the Company. "Senior Management" means any person who meets the definition of "officer" under Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
The Compensation Committee will consist of at least three members of the Board who satisfy the New York Stock Exchange independence requirements for compensation committee members, as such requirements are interpreted by the Board in its business judgment. Additionally, members of the Compensation Committee will qualify as "non-employee directors" for purposes of Rule 16b-3 under the Exchange Act, and as "outside directors" for purposes of Section 162(m) of the Internal Revenue Code.
The members of the Committee are appointed by the Board and serve until their successors are duly appointed or until their retirement, resignation, death or removal by the Board. Unless a Committee Chair is designated by the full Board, the members of the Committee will elect a Chair by majority vote of the full Committee membership.
The Committee may, as it deems necessary or appropriate and at the Company's expense, obtain advice and assistance from internal or external legal or other advisers. The Committee has the sole authority to retain and terminate any compensation consultant to be used to assist in the evaluation of executive compensation and has sole authority to approve the consultant's fees and other retention terms and to periodically review such consultant's performance. The Committee may select a compensation consultant, legal counsel, or other adviser only after taking into consideration the independence of the compensation consultant, legal counsel, or other adviser using factors established by law, the rules and regulations of the Securities and Exchange Commission, and the New York Stock Exchange listing standards, including the following:
(a) The provision of other services to the Company by the person that employs the compensation consultant, legal counsel or other adviser;
(b) The amount of fees received from the Company by the person that employs the compensation consultant, legal counsel or other adviser, as a percentage of the total revenue of the person that employs the compensation consultant, legal counsel or other adviser;
(c) The policies and procedures of the person that employs the compensation consultant, legal counsel or other adviser that are designed to prevent conflicts of interest:
(d) Any business or personal relationship of the compensation consultant, legal counsel or other adviser with a member of the Committee;
(e) Any stock of the Company owned by the compensation consultant, legal counsel or other adviser; and
(f) Any business or personal relationship of the compensation consultant, legal counsel, other adviser or the person employing the adviser with an executive officer of the Company.
The Committee will conduct the independence assessment with respect to any compensation consultant, legal counsel or other adviser that provides advice to the Committee, other than: (i) in-house legal counsel; and (ii) any compensation consultant, legal counsel or other adviser whose role is limited to the following activities for which no disclosure would be required under Item 407(e)(3)(iii) of Regulation S-K: consulting on any broad-based plan that does not discriminate in scope, terms, or operation, in favor of executive officers or directors of the Company, and that is available generally to all salaried employees; or providing information that either is not customized for the Company or that is customized based on parameters that are not developed by the compensation consultant, and about which the compensation consultant does not provide advice.
Nothing herein requires a compensation consultant, legal counsel or other compensation adviser to be independent, only that the Committee consider the enumerated independence factors before selecting or receiving advice from a compensation consultant, legal counsel or other compensation adviser. The Committee may select or receive advice from any compensation consultant, legal counsel or other compensation adviser it prefers, including ones that are not independent, after considering the six independence factors outlined above.
Nothing herein may be construed: (1) to require the Committee to implement or act consistently with the advice or recommendations of the compensation consultant, legal counsel or other adviser to the Committee; or (2) to affect the ability or obligation of the Committee to exercise its own judgment in fulfillment of its duties.
The Committee has the following responsibilities and duties:
The Committee may form and delegate authority to subcommittees as it deems appropriate and consistent with applicable law and NYSE listing standards. Any actions taken by a subcommittee will be reported to the full Committee at its next meeting.
To the extent permitted by applicable law, the Committee may also delegate to one or more executive officers of the Company the authority, within guidelines established by the Committee, to approve equity compensation awards under established equity compensation plans of the Company to employees other than those subject to Section 16 of the Securities Exchange Act and other officers of the Company. The Committee may also delegate any non-discretionary administrative authority under Company compensation and benefit plans consistent with any limitations specified in the applicable plans.
The Committee shall meet as often as may be deemed necessary or appropriate in its judgment, but not less frequently than 3 times annually, either in person or telephonically, and at such times and places as the Committee determines. The Committee may request any director, officer or employee of the Company or the Company's outside counsel to attend a meeting of the Committee or to meet with any members of, or consultants to, the Committee. The Committee shall report on its activities to the Board regularly.