The Compensation and Leadership Development Committee ("Committee") shall discharge the Board's responsibilities relating to the Total Compensation (defined as compensation, benefits and perquisites) of the Company's Chief Executive Officer and other Senior Executives in a manner consistent with and in support of the business objectives of the Company, competitive practice, and all applicable rules and regulations.

Members:

Dennis H. Reilley, Chair
A. Banga
Jeff M. Fettig

Committee Membership:

The Committee shall consist of three or more members elected by the Board at its first meeting following the Annual Meeting of Stockholders. Committee members may be appointed or removed by a majority vote of the entire Board of Directors. The Chairman of the Committee shall be designated by the Board of Directors.

The members of the Committee shall be "independent directors" as determined by the Board of Directors pursuant to the Company's Corporate Governance Guidelines and the New York Stock Exchange Listing Standards. Additionally, members of the Committee must qualify as “non-employee directors” for purposes of Rule 16b-3 under the Securities Exchange Act of 1934, as amended, and as “outside directors” for purposes of Section 162(m) of the Internal Revenue Code. A subsequent determination that any member of the Committee does not satisfy these requirements shall not invalidate any action previously taken by the Committee except to the extent required by law or determined appropriate to satisfy any regulatory standards.

Committee Authority and Responsibilities:

The Committee shall have the authority and responsibility to take the actions set forth below as it determines necessary or appropriate and to perform such other duties and responsibilities as may be assigned to the Committee, from time to time, by the Board of Directors of the Company, and / or the Chairman of the Board of Directors:

  1. Establish and oversee the compensation philosophy of the Company.
  2. Review corporate and individual goals and objectives relevant to CEO Total Compensation, conduct an evaluation of the CEO's performance relative to those goals and objectives, and determine the CEO's Total Compensation level based on this evaluation. In determining the long-term incentive component of CEO Total Compensation, the Committee will consider the Company's performance, relative shareholder return, the value of long-term incentive compensation given to CEOs at comparable companies, and the awards given to the CEO in past years.
  3. Oversee and determine the Total Compensation of Senior Executives of the Company taking into account the proposals and recommendations of the CEO.
  4. Assist the Board in reviewing and monitoring processes related to executive succession plans.
  5. Periodically review and monitor processes and initiatives related to work environment and culture.
  6. Periodically review and monitory the Company’s diversity and inclusion philosophy, commitment and results.
  7. Make recommendations to the Board with respect to incentive compensation and equity-based incentive plans that require shareholder approval, and govern the Company's shareholder-approved award and options plan(s). The plan governance role of the Committee will include the authority to adopt, administer, approve, and ratify awards, including amendments to the awards made under any such plans, the review and monitoring of awards under such plans.
  8. Review and approve employment agreements, severance, change-in-control, or deferred compensation arrangements, and any special supplemental benefits for the CEO and other Senior Executives.
  9. Review significant Benefit Plans and recommend the adoption of new Plans, or changes to existing Plans, to the Board of Directors.
  10. Review and discuss with management the Company’s Compensation Discussion and Analysis (“CD&A”) and related disclosures that SEC rules require be included in the Company’s annual report and proxy statement, recommend to the Board based on the review and discussions whether the CD&A should be included in the annual report and proxy statement and produce an annual report on Senior Executive compensation for inclusion in the Company's proxy statement in accordance with all applicable rules and regulations.
  11. Periodically review the stock ownership guidelines and compliance of the CEO and other Senior Executives.

Delegations:

The Committee will make delegations of authority and responsibilities to the Company's CEO or Executive Vice President of Human Resources as deemed appropriate and periodically review such delegations.

Meetings:

The Committee shall meet at least 4 times each year, and additionally as appropriate. A majority of the members shall constitute a quorum. The Committee meets periodically in executive session.

Annual Review of the Charter and Performance:

The Committee reviews its Charter at least annually and revises it as appropriate. The Committee conducts an annual evaluation of its own performance.

Reports to the Board of Directors:

The Committee shall report regularly to the Board of Directors on Committee findings, recommendations, and any other matters the Committee deems appropriate. The Committee shall maintain minutes and other records of Committee activities.

Outside Consultants:

The Committee has sole authority to retain or obtain the advice of such consultants, outside counsel and other advisors as it determines appropriate to assist it in the full performance of its functions, including any compensation consultant used to assist in the evaluation of CEO or executive compensation. The Committee will be directly responsible for the appointment, compensation and oversight of the work of any consultants, outside counsel and other advisors retained by the Committee, and will receive appropriate funding, as determined by the Committee, from the Company for the payment of compensation to any such advisors. The Committee will assess the independence of any consultants, outside counsel and other advisors (whether retained by the Committee or management) that provide advice to the Committee, prior to selecting or receiving advice from them, in accordance with New York Stock Exchange listing standards.