PENN NATIONAL GAMING, INC.
BOARD OF DIRECTORS
COMPENSATION COMMITTEE CHARTER
ORGANIZATION
Membership
The
Compensation Committee of the Board of Directors (the “Board”)
of Penn National Gaming, Inc. (the “Company”)
shall consist of three or more independent directors, each
of whom shall satisfy applicable independence rules under
the Nasdaq Stock Market (“Nasdaq”) and any
other regulatory requirements. Membership on the Compensation
Committee is determined and approved annually by the Board.
The Compensation Committee Chairman shall be appointed
by the Board. Should any member of the Compensation Committee
cease to be independent, such member shall immediately
resign his or her membership on the Compensation Committee.
The
Compensation Committee shall meet as frequently as necessary
but in no event less than twice each year. A majority of the
members of the Compensation Committee shall constitute a quorum
for the transaction of business. Minutes are recorded by the
Secretary to the Compensation Committee. Approval by a majority
of the members present at a meeting at which a quorum is present
shall constitute approval by the Compensation Committee. The
Compensation Committee may also act in any manner the Board is
authorized to act, including by unanimous written consent without
a meeting.
COMPENSATION
PHILOSOPHY
The
Company intends to maintain an executive compensation program
that will help it attract and retain the executive talent needed
to grow and further the strategic interests of the business.
To this end the Compensation Committee will provide a compensation
and benefits program that will be sufficiently attractive to
provide talented executives with good reason for remaining
with the Company and continuing in their efforts to improve
shareholder value. The Compensation Committee’s
program will be designed to motivate and reward executives
to achieve and exceed targeted results. Pay received by the
executives will be commensurate with the performance of the
Company, the business unit they are part of, and their own
individual contribution.
RESPONSIBILITIES
The Compensation Committee shall:
- review and
approve, in light of the overall compensation philosophy set
forth in this Charter, any annual incentive compensation plan
for the Chief Executive Officer and the individuals considered
executive officers of the Company for Securities and Exchange
Commission (the “SEC”)
reporting purposes (“SEC Officers”), including
the review and approval of any performance criteria, goals
and objectives provided for in any such plan;
- evaluate the annual performance of the Chief Executive Officer
(in executive session) and the SEC Officers and set the annual
salary, bonus, stock options and other benefits of the Chief
Executive Officer (in executive session) and the SEC Officers;
- review
and recommend to the Board new executive compensation programs;
review annually the operation of the Company’s
executive compensation programs to determine whether they
are properly coordinated and achieving their intended purpose(s);
review annually executive peer group compensation information
of comparable companies; establish and periodically review
policies for the administration of executive compensation
programs; and take steps to ensure that the Company’s
executive compensation programs comport with the Compensation
Committee’s compensation philosophy stated above;
- periodically review policies in the area of senior management
executive benefits and perquisites;
- assess succession planning for management and leadership
of the Company;
- review and approve management recommendations on option
grants or blocks of options to be distributed to the general
employee population;
- administer
and interpret the company’s
long term incentive and equity compensation plans;
- review and recommend to the Board the appropriate structure
and amount of compensation for the directors;
- produce
a compensation committee report required by the rules of
the SEC for inclusion in the Company’s annual
proxy statement; review and discuss with management the compensation
discussion and analysis (the “CD&A”) and,
based on such review and discussions, recommend to the Board
that the CD&A be included in the Company’s relevant
filing with the SEC;
- have the authority to obtain advice and assistance, as needed,
from internal or external compensation consultants, legal,
accounting, and other advisors as it may deem appropriate,
in its sole discretion, and shall have sole authority to approve
such advisors' fees and other retention terms;
- have the authority to delegate any of its responsibilities
to subcommittees as the Compensation Committee may deem appropriate,
in its sole discretion; and
- review other information and recommend other actions as
they deem appropriate.
Compensation responsibilities for employees of the Company
who are not SEC Officers that are not specifically addressed
above may be determined by the Chief Executive Officer, the
President and their designees.
REPORTING RESPONSIBILITY
All action taken by the Compensation Committee shall
be reported to the Board at the next Board meeting following
such action. In addition, compensation matters may be discussed
in executive session with the full Board during the course of
the year.
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