Circuit City 2008 Annual Report Download - page 76

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5.
Periodically review the compensation paid to any non-employee directors and make recommendations to the Board for any
adjustments; and
6.
Perform such other duties as the Board may assign to the Committee with respect to the Company’s compensation policies.
Committee Membership
The Committee shall consist of at least three members of the Board. The members of the Committee shall be appointed by the Board, and shall
serve at the pleasure of the Board for such term or terms as the Board may determine. Each member of the Committee shall be (a) “independent”
in accordance with the rules and regulations of the SEC and the pertinent listing standards of the New York Stock Exchange and (b) a “non-
employee director” within the meaning of Rule 16b-3 of the Securities Exchange Act of 1934, as amended. In addition, at least two members of
the Committee must qualify as “outside directors” under Section 162(m) of the Internal Revenue Code of 1986.
Committee Structure and Operations
A majority of the Committee shall constitute a quorum. The Board shall designate a member of the Committee as its chairperson. The
Committee may act by a majority of the members present at a meeting of the Committee. In the event of a tie vote on any issue, the chairperson’
s
vote shall decide the issue. The Committee shall meet in person or telephonically at least once a year at a time and place determined by the
Committee chairperson, with further meetings to occur when deemed necessary or desirable by the Committee or its chairperson. The Committee
may delegate some or all of its duties to a subcommittee comprising one or more members of the Committee. The Committee may ask members
of management or others whose advice and counsel are relevant to the issues then being considered by the Committee to attend any meetings and
to provide such pertinent information as the Committee may request. The Committee shall report to the Board at least once a year.
Performance Evaluation
The Committee shall annually compare its performance with the requirements of this charter, set forth its objectives for the next year and
recommend changes in this charter, if any, considered appropriate by the Committee. Such evaluation shall be reported to the Board in such
manner as the Committee from time to time determines.
Surveys and Studies
The Committee may conduct or authorize surveys or studies of matters within the Committee’s scope of responsibilities as described above,
including, but not limited to, surveys or studies of compensation practices in relevant industries, to maintain the Company’s competitiveness and
ability to recruit and retain highly qualified personnel, and may retain and terminate, at the expense of the Company, independent counsel or
other consultants necessary to assist in any
2