Excerpt from Council of Institutional Investors Updated Executive Compensation Policy – Tally Sheets and Internal Equity Check

This CII policy was updated in 2005.

1. Tally Sheet Excerpt

   "The committee should understand all components of executive compensation and annually review total compensation potentially payable to the oversight group under all possible scenarios, including death/disability, retirement, voluntary termination, termination with and without cause and changes of control."
    

2. Internal Equity Check Excerpt

   "The committee should ensure that the structure of employee compensation throughout the company is fair, non-discriminatory and forward-looking, and that it motivates, recruits and retains a workforce capable of meeting the company’s strategic objectives.  To perform its oversight duties, the committee should approve, comply with and fully disclose a charter detailing its responsibilities."

   Here is the entire Council of Institutional Investors Updated Executive Compensation Policy.