1. Purpose The primary objective of the Compensation Committee is to discharge the Board’s responsibilities relating to compensation of the Company’s Chief Executive Officer and the Company’s other executive officers. For this purpose, compensation shall include:
    • annual base salary;
    • annual incentive opportunity;
    • stock option or other equity participation plans;
    • long-term incentive opportunity;
    • the terms of employment agreements, severance arrangements, and change in control agreements, in each case as, when and if appropriate;
    • any special or supplemental benefits;
    • retirement benefits;
    • perquisites; and
    • any other payments that are deemed compensation under applicable SEC rules.

    The Committee has overall responsibility for approving and evaluating all compensation plans, policies and programs of the Company as they affect the executive officers.

  1. Organization and Meetings The Compensation Committee shall consist of three or more directors appointed by the Board.  At least two members of the Committee shall qualify as “outside” directors within the meaning of Internal Revenue Code Section 162(m) and as “non-employee” directors within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934, as amended.  One member of the Committee shall be appointed as Committee Chairman by the Board.  Committee members may be replaced by the Board. The Compensation Committee shall meet at least once per year, or more frequently as circumstances require.  The Committee Chairman shall preside at each meeting.  In the event the Committee Chairman is not present at a meeting, the Committee members present at that meeting shall designate one of its members as the acting chair of such meeting.  Minutes of the meetings will be approved by the Committee and maintained by the Committee.  Regularly scheduled meetings shall provide time during which the Committee can meet separately, without members of management present, in executive session.
  1. Authority and Responsibilities To fulfill its responsibilities, the Compensation Committee shall:
    • Review and approve on an annual basis corporate goals and objectives relevant to Chief Executive Officer (“CEO”) compensation, evaluate the CEO’s performance in light of those goals and objectives and set the CEO’s compensation level based on this evaluation. In determining the long-term incentive component of CEO compensation, the Compensation Committee will also consider, among such other factors as it may deem relevant, the Company’s performance, shareholder returns, the value of similar incentive awards to chief executive officers at comparable companies and the awards given to the CEO in past years.
    • Review and make recommendations to the Board on an annual basis with respect to the compensation of all executive officers.
    • Periodically and as and when appropriate, review and approve the following as they affect the executive officers:  (a) all other incentive awards and opportunities, including both cash-based and equity-based awards and opportunities; (b) any employment agreements and severance arrangements; (c) any change-in-control agreements and change-in-control provisions affecting any elements of compensation and benefits; and (d) any special or supplemental compensation and benefits for the executive officers and individuals who formerly served as executive officers, including supplemental retirement benefits and the perquisites provided to them during and after employment.
    • Review and discuss the Compensation Discussion and Analysis (the “CD&A”) required to be included in the Company’s proxy statement and annual report on Form 10-K by the rules and regulations of the Securities and Exchange Commission (the “SEC”) with management, and, based on such review and discussion, determine whether or not to recommend that the CD&A be so included.
    • Produce the annual Compensation Committee Report for inclusion in the Company’s proxy statement in compliance with the rules and regulations promulgated by the SEC.
    • Oversee the Company’s compliance with SEC rules and regulations regarding shareholder approval of certain executive compensation matters, including advisory votes on executive compensation and the frequency of such votes, and the requirement under NYSE rules that, with limited exceptions, shareholders approve equity compensation plans.
    • Receive periodic reports on the Company’s compensation programs as they affect all employees.
    • Review and reassess the adequacy of this Charter and recommend to the Board any changes deemed appropriate by the Compensation Committee.
    • Review its own performance.
    • Report regularly to the Board.
    • Have the sole authority to retain and terminate (or obtain the advice of) any adviser to assist it in the performance of its duties, but only after taking into consideration all factors relevant to the adviser’s independence from management, including those specified in Section 303A.05(c) of the NYSE Listed Company Manual.  The Committee shall be directly responsible for the appointment, compensation and oversight of the work of any adviser retained by the Committee, and shall have sole authority to approve the adviser’s fees and the other terms and conditions of the adviser’s retention.  The Committee will have the resources and authority appropriate to discharge its responsibilities and the Company must provide for appropriate funding, as determined by the Committee, for payment of reasonable compensation to any adviser retained by the Committee.
    • Participate in management’s long-range planning for executive development and succession, including a CEO succession plan.
    • Review managements’ assessment of  the Company’s compensation plans and arrangements in accordance with applicable laws and regulations to assess whether risks arising from the Company’s compensation policies and practices for its employees are reasonably likely to have a material adverse effect on the Company, and review annually with the Company’s Audit Committee the managements’ risk assessment process and conclusion.
    • Form and delegate authority to subcommittees as it deems appropriate.
    • Perform any other activities consistent with this Charter, the Company’s by-laws and governing law, as the Compensation Committee or the Board deems necessary or appropriate.

Adopted effective February 6, 2014.