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OC FINANCIAL, INC.
Compensation Committee Charter
The compensation committee of the board of directors of OC Financial,
Inc. (the “Company”), shall consist of a minimum of three directors, as
determined by the board of directors. Members of the committee shall be
appointed by the board of directors and may be removed by the board of
directors. All members of the committee shall be independent directors, and
shall satisfy the applicable Nasdaq Stock Market listing standards for
independence. In addition, all members of the Committee shall be
“non-employee directors” as defined by Rule 16b-3 under the Securities
Exchange Act of 1934.
The purpose of the committee shall be to assist the board in carrying out
the board of directors' overall responsibility relating to executive
compensation.
In furtherance of this purpose, the committee shall have the following
authority and responsibilities:
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To assist the board in developing and evaluating potential candidates
for executive positions and to oversee the development of executive
succession plans.
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To recommend to the board of directors for approval the chief executive
officer’s annual compensation, including salary, bonus, incentive and
equity compensation. The chief executive officer may not be present
during the committee’s deliberations or voting on his/her compensation.
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To review and recommend to the board of directors for approval on an
annual basis the evaluation process and compensation structure for the
Company’s executive officers and to coordinate compensation determinations
for all employees of the Company and its subsidiaries. The committee
shall evaluate the performance of the Company's senior executive officers
and shall recommend to the board of directors the annual compensation,
including salary, bonus, incentive and equity compensation, for such
executive officers. The committee shall also provide oversight of
management's decisions concerning the performance and compensation of
other Company officers.
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To review the Company’s incentive compensation and other stock-based
plans and recommend changes in such plans to the board as needed. The
committee shall have and shall exercise all the authority of the board of
directors with respect to the administration of such plans.
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To prepare and publish an annual executive compensation report in the
Company’s proxy statement.
The committee shall have the authority to delegate any of its
responsibilities to subcommittees as the committee may deem appropriate in
its sole discretion.
The committee shall have authority to retain such compensation
consultants, outside counsel and other advisors as the committee may deem
appropriate in its sole discretion. The committee shall have sole authority
to approve related fees and retention terms.
The committee shall report its actions and any recommendations to the
board after each committee meeting. The committee shall review at least
annually the adequacy of this charter and recommend any proposed changes to
the board for approval.
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