Status

Purpose

Membership

Appointment and Removal

Duties and Responsibilities

The Board delegates to the Committee all powers and authority that are necessary or appropriate to fulfill its duties and obligations hereunder, including, without limitation:

• to interpret the provisions of the Plans;
• to establish such rules as it finds necessary or appropriate for implementing or conducting the Plans;
• to grant or to approve or disapprove participation of individual employees in the Plans;
• to make all other decisions and determinations required of the Committee by the terms of the Plans or as the Committee considers appropriate for the operation of the Plans and the distribution of benefits there under;
• to retain professionals (such as attorneys and compensation professionals) to assist in the evaluation of director and senior executive compensation, including authority to retain and terminate any such professional; and
• to establish subcommittees for the purpose of evaluating special or unique matters.

Meetings

Committee Action

Procedures

Reporting