The Committee is responsible for meeting the following objectives:
As part of its responsibilities on behalf of the Board, the Committee shall:
All members of the Committee shall endeavor to be present, in person or by telephone, at all meetings; however, two Committee members shall constitute a quorum.
The Committee shall meet as often as it deems necessary in order to perform its responsibilities.
The Committee shall keep such records of its meetings, as it deems appropriate.
The Compensation and Management Development Committee (the Committee) shall consist of at least two Directors, each of whom shall satisfy the independence requirements of the American Stock Exchange and who are "independent directors" within the meaning of Section 7(e) of Article IV of the by-laws. In addition, unless specifically accepted by the Board, each committee member shall be:
Membership and chairmanship of the Committee shall be recommended by the Nominating and Governance Committee and subject to Board approval.
The CEO will serve as a non-voting advisory member. Notwithstanding the forgoing, to the extent required by applicable rules of the American Stock Exchange, the CEO shall not be present for voting or deliberations concerning his or her own compensation.
Removal of committee members shall be at the discretion of the Board.
The Committee shall have the resources and authority appropriate to discharging its responsibilities, including the authority to retain outside advisors at the expense of the company, including, without limitation, legal counsel or compensation consultants.
The Committee may form and delegate authority to one or more subcommittees as it deems appropriate from time to time under the circumstances.
The Committee shall have such additional authority and duties as the Board by resolution shall prescribe.