This excerpt taken from the RSTO DEF 14A filed Jun 4, 2007.
IV. Committee Authority and Responsibilities
The Committee shall:
a. Annually review and approve the Companys corporate goals and objectives relevant to CEO compensation, evaluate the CEOs performance in light of such goals and objectives, and, either as a Committee or together with the other independent directors (as directed by the Board), determine and approve the CEOs compensation level based on this evaluation, to the extent not otherwise determined by an existing employment agreement or arrangement approved by the Board and/or the Committee. In determining the long-term incentive component of the CEOs compensation, the Committee will consider the Companys performance and relative stockholder return, the value of similar incentive awards to CEOs at comparable companies, and the awards given to the Companys CEO in past years.
b. Annually review and, if appropriate, recommend and/or approve for the Companys executive officers: i) annual base salary levels; ii) annual incentive compensation levels; iii) long-term incentive compensation levels; and iv) any supplemental or special benefits.
c. Review and recommend and/or approve for the Companys executive officers employment agreements, severance agreements, and change of control agreements/provisions, in each case prior to the Companys entering into such agreements/provisions, as, when and if appropriate.
d. Annually review and make recommendations to the Board with respect to non-CEO compensation, incentive-compensation plans and equity based-plans.
e. Administer the Companys incentive-compensation plans and equity based-plans as in effect and as adopted from time to time by the Board, to the extent such administration is not delegated, in whole or in part, to any other committee of the Board or otherwise retained by the Board.
f. Approve any new equity compensation plan or any material change to an existing plan where stockholder approval has not been obtained.
g. Approve any stock option award or any other type of award as may be required for complying with any tax, securities, or other regulatory requirement, or otherwise determined to be appropriate or desirable by the Committee or Board.
h. Ensure appropriate overall corporate performance measures and goals are set and determine the extent that established goals have been achieved and any related compensation earned.
i. Perform such other functions and have such other powers consistent with this Charter, the Companys Bylaws and governing law as the Committee or the Board may deem appropriate.
j. Produce a Committee report on executive compensation as required to be included in the Companys annual proxy statement or annual report on Form 10-K filed with the SEC.