• Audit Committee
• Finance Committee
• Nominating and Governance Committee
• Personnel and Compensation Committee
• Technology Committee

Personnel and Compensation Committee Charter

The Board of Directors shall appoint annually the Personnel and Compensation Committee (the "Committee") and appoint its Chairman. Members of the Committee shall serve at the will of the Board of Directors.

Composition

The Committee shall be comprised of not less than three directors, each of whom shall be an Independent Director (as that term is defined in the Company’s Corporate Governance Guidelines). Each member of the Committee shall also be an "outside director" for the purposes of Section 162(m) of the Internal Revenue Code and a "non-employee director" as defined in Rule 16b-3 under the Securities Exchange Act of 1934. The members of the Committee shall be appointed by the Board of Directors on the recommendation of the Nominating and Governance Committee, and may be replaced by the Board of Directors.

Purpose

Acting on behalf of the Board, the Committee shall have direct responsibility (a) regarding matters relating to the compensation and performance evaluation of the Company’s Chief Executive Officer (“CEO”) and non-CEO officer compensation, (b) to make recommendations to the Board of Directors with respect to incentive compensation and equity-based plans that are subject to Board approval, (c) to monitor and encourage the development of intellectual capital, (d) to produce a compensation committee report on executive compensation as required by the Securities and Exchange Commission (“SEC”) to be included in the Company’s annual proxy statement or annual report on Form 10-K filed with the SEC, and (e) to review and discuss with management the Company's Compensation Discussion and Analysis ("CD&A"), and based on such review and discussion, recommend to the Board of Directors whether the CD&A should be included in the Company's annual proxy statement or annual report on Form 10-K to be filed with the SEC.

Responsibility and Functions

The responsibilities and functions of the Committee shall be to:

1. Make recommendations to the Board of Directors concerning executive management organization matters generally.
   
   
2. Have direct responsibility to review and approve corporate goals and objectives relevant to the compensation of the CEO, evaluate the CEO’s performance in light of those goals and objectives, and, either as a committee or together with the other Independent Directors (as directed by the Board), pursuant to paragraph (b) of “Meetings; Review Procedures” below, determine and approve the CEO’s compensation level based on this evaluation. In determining the long-term incentive component of CEO compensation, the Committee shall consider, among other things, the Company’s performance and relative shareholder return, the value of similar incentive awards to CEOs at comparable companies, and the awards given to the Company’s CEO in past years.
   
   
3. In the area of compensation and benefits, consult with the CEO on and review and approve matters relating to other executive officers. The Committee shall have full decision-making powers with respect to compensation for executive officers to the extent such compensation is intended to be performance-based compensation within the meaning of Section 162(m) of the Internal Revenue Code.
   
   
4. Make recommendations to the Board of Directors regarding all contracts of the Company with any officer for remuneration and benefits (whether in the form of a pension, deferred compensation or otherwise) after termination of regular employment of such officer.
   
   
5. Make recommendations to the Board of Directors concerning policy matters relating to employee benefits and employee benefit plans, including incentive compensation plans and equity-based plans, and the level of employee benefits.
   
   
6. With respect to employee benefit plans within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“Benefit Plans”), make such amendments to Benefit Plans that do not materially increase the cost of sponsoring the Benefit Plans and as may be necessary to cause the Benefit Plans to be or remain in compliance with applicable law and collective bargaining agreements.
   
   
7. Administer the Company’s formal incentive compensation programs, including equity-based plans.
   
   
8. Oversee the annual process of the evaluation of management.
   
   
9. Monitor and encourage the development of intellectual capital.