Corporate Governance

Committee Charter



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Stock and Acquisition Transactions Committee Charter

Statement of Purpose

The purpose of the Stock and Acquisition Transactions Committee (the "Committee") is to exercise the authority of the Board of Directors (the "Board") with respect to (i) the issuance of the Company's capital stock in connection with certain incentive and compensatory arrangements, acquisitions and retirement and benefit plan transactions, in each case within certain guidelines established by the Board and/or the Compensation Committee of the Board (the "Compensation Committee"), and (ii) approving certain mergers of the Company's subsidiaries with the Company.

Composition, Membership and Operation

  1. Composition of Committee
  2. All members of the Committee shall be directors. Members of the Committee shall be appointed to, and removed from, the Committee by the Board. The Committee may consist of a single member who may be either an independent director or an employee director (as defined in the Company's Corporate Governance Guidelines).

  3. Operation of Committee
  4. A majority of the members of the Committee shall constitute a quorum for doing business. All actions of the Committee shall be taken by a majority vote of the members of the Committee present at a meeting at which a quorum is present or by unanimous written consent. The Committee Chair, who shall be selected by the Board of Directors, is responsible for the leadership of the Committee, including preparation of meeting agendas. The Committee may, at its discretion, delegate such of its authority and responsibilities as the Committee deems proper to members of the Committee or a subcommittee.

  5. Meetings
  6. The Committee shall meet as often as it deems necessary in order to perform its responsibilities. If necessary, the Committee Chair may call special meetings of the Committee. The Committee shall keep such records of its meetings as it deems appropriate and the Committee Chair shall report regularly to the Board on the activities of the Committee.



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Duties and Responsibilities

To the extent permitted by the Delaware General Corporation Law, the Committee shall have, and may exercise, all powers and authorities of the Board with respect to the following:

  1. Equity Issuances
    • Authorizing and approving the offer, issuance or sale of the Company's capital stock (including stock options, stock bonuses and awards or other rights to purchase such stock) in connection with incentive or compensatory arrangements to individuals who are not subject to Section 16 of the Securities Exchange Act of 1934 pursuant to the Company's stock option, stock incentive, stock bonus or other equity-based plans within and subject to certain guidelines established by the Board and/or the Compensation Committee. In connection therewith, the Committee shall have the authority to appoint a separate committee, which may consist of one or more management employees, to approve any award within the prescribed guidelines established by the Board and/or the Compensation Committee.
    • Authorizing and approving the issuance of the Company's capital stock as consideration for and in connection with the acquisition of the stock or assets of a business and any incentive or compensatory arrangements (including stock options, stock bonuses and awards or other rights to purchase such stock) established in connection therewith, in each case within and subject to certain guidelines established by the Board and/or the Compensation Committee, provided that the underlying transaction has been approved by (i) the Board or (ii) an officer or other committee of the Company that has been delegated authority by the Board to approve the transaction.
    • Authorizing and approving the sale and issuance of the Company's capital stock to a retirement, deferred compensation or other benefit plan of the Company or its subsidiaries or to a trust established in connection therewith, in each case within certain guidelines established by the Board.
  2. Subsidiary Mergers
    • Approving and authorizing the preparation and filing of a certificate of ownership and merger or similar documentation with the appropriate governmental authorities to effect a merger between the Company and one or more of its subsidiary corporations, provided that the underlying transactions have been approved by (i) the Board or (ii) an officer or other committee of the Company that has been delegated authority by the Board to approve the transaction.
  3. Committee Self-Evaluation
    • Conducting an annual evaluation of the Committee's own performance and reporting the results of such evaluation to the Board.

Advisors

The Committee shall have the authority to retain and obtain advice and assistance from such advisors as it believes may be necessary to fulfill its responsibilities. The Committee shall also have authority to approve such advisor's fees, expenses and other terms of its retention. The Company shall provide appropriate funding, as determined by the Committee, for paying the fees and expenses of any advisor retained by the Committee.

Additional Duties and Responsibilities

The Committee shall undertake such additional duties and responsibilities as the Board may, from time to time, prescribe.


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Stock and Acquisition Transactions Committee Charter