KDN » Topics » Responsibilities

This excerpt taken from the KDN DEF 14A filed Apr 16, 2007.
Responsibilities
 
1. Consider and make recommendations to the Board regarding the selection and retention of all elected officers of the Corporation, including the Chief Executive Officer, and other key employees as appropriate.
 
2. Undertake studies and make recommendations to the Board concerning the compensation of non-employee Board members.
 
3. Administer, interpret, make grants and awards, adopt rules and recommend to the Board amendments of the Corporation’s 1999 Long Term Stock Incentive Plan.
 
4. Consider, make recommendations and approve bonus awards with respect to elected officers and aggregate payments to other participants in the Corporation’s incentive compensation program.
 
5. Consider and make recommendations to the Board concerning the total compensation package (including, but not limited to base pay, bonus awards, perquisites, other remuneration), the structure and award formulae, and calculation and performance targets for the Corporation’s incentive compensation program for all elected officers.
 
6. Produce the annual proxy statement compensation committee report on executive compensation as required by the SEC and review and approve other proxy compensation disclosures.
 
7. Oversee selection of outside consultants to review the Corporation’s executive compensation program as appropriate; and to meet privately with such consultants without management present if desired.
 
8. Consider recommendations for major changes in compensation, benefits and/or retirement plans that have application to significant numbers of the Corporation’s total employees and which may require approval of the Board.
 
9. Retain independent outside advisers including consultants, accountants and legal counsel as needed, the expenses of which shall be borne by the Corporation, and including sole authority to retain and terminate any compensation consultant to be used to evaluate director, CEO or senior executive compensation, including sole authority to approve fees and terms of retention.


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10. Review and approve corporate goals and objectives relevant to CEO compensation, 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), determine and approve the CEO’s compensation level based on this evaluation.
 
11. Keep minutes of each meeting held and report to the Board periodically. This report shall include a review of any recommendations or issues that arise with respect to executive compensation and any other matters the Committee deems appropriate or is requested to be included by the Board.
 
12. Conduct an annual performance evaluation of the Compensation Committee.
 
13. Annually review and assess this Charter and recommend any proposed changes to the Board for approval.


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APPENDIX C
 
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