Frank C. Herringer, Chair
Vance D. Coffman
Kevin W. Sharer

Equity Award Committee Charter

The Equity Award Committee (the “Committee”) of the Board of Directors (the “Board”) assists the Board by approving equity-based awards to eligible participants of the Company’s stock-based plans.  The Committee shall have the authority to undertake the specific duties and responsibilities described below and the authority to undertake such other duties as are assigned by the Board.

Membership

The Committee shall be composed of at least one (1) member of the Board.  If there is more than one member, the Board shall designate a Chair. 

Meetings and Procedures

The Committee shall meet as deemed necessary by the Committee. 

In discharging its responsibilities, the Committee shall have sole authority to, as it deems appropriate, select, retain and/or replace, as needed, outside advisors to provide independent advice to the Committee.

The Committee shall maintain written minutes or other records of its meetings and activities.  Minutes of each meeting of the Committee shall be distributed to each member of the Committee.  The Secretary of the Company shall retain the original signed minutes for filing with the corporate records of the Company.

The Committee (or the Chair of the Committee, if there is one designated) shall report to the Board following meetings of the Committee and as otherwise requested by the Chairman of the Board.

Responsibilities

The Committee shall be responsible for:

1. Making equity-based awards to new employees of the Company or its subsidiaries and affiliates in connection with their commencement of employment who are eligible under, and pursuant to, the Company’s stock-based plans, including without limitation, programs thereunder (whether such plans or programs are now in effect, assumed by the Company or otherwise available in the future) (“Stock Plans”).
2. Making equity-based awards pursuant to the Stock Plans to eligible employees of the Company or its subsidiaries or affiliates in connection with compensation, retention, benefit or similar programs as may from time-to-time be utilized by the Board or the Compensation and Management Development Committee.
3. Presenting, at least twice a year, to the Compensation and Management Development Committee (or such other committee then performing compensation functions) a report detailing equity-based awards approved by the Committee.
4. Absent unusual circumstances, the nature, type and size of equity-based awards approved by the Committee shall be consistent with guidelines established by the Compensation and Management Development Committee. 

Notwithstanding anything in this charter to the contrary, the Committee shall have no authority to (i) approve a grant pursuant to any Stock Plan to any individuals who are, or who will become upon employment with the Company, subject to the provisions of Section 16 of the Securities Exchange Act of 1934, as amended or (ii) administer, interpret or construe any Stock Plan or award thereunder.

The powers and responsibilities of the Committee shall be in addition to, and not in limitation of, any powers, responsibilities or delegations of authority to the Compensation and Management Development Committee by the Board or otherwise.

The Committee shall review and reassess the Committee’s charter as the Committee deems appropriate and submit any recommended changes to the Board for its consideration.

The Committee shall perform such other functions and have such other powers as may be necessary or convenient in the efficient discharge of the foregoing.