AptarGroup, Inc. - Compensation Committee Charter, Page 1 of 2
2003 Committee Charter : ATR
AptarGroup, Inc. Board of Directors
Compensation Committee Charter
The Compensation Committee (the "Committee") shall be appointed by the
Board of Directors (the "Board") to discharge the Board's responsibilities relating
to compensation of the Company's executives. The Committee will review and
recommend to the Board compensation plans, policies and programs, as well as
approve CEO and senior officer compensation, intended to attract, retain and
appropriately reward employees in order to motivate their performance in the
achievement of the Company's business objectives and align their interests with
the long-term interests of the Company's stockholders.
In addition, the Committee will issue an annual report on executive
compensation for inclusion in the Company's proxy statement, in accordance
with applicable rules and regulations as well as perform such other tasks as may
be delegated to it by the Board of Directors or required under the provisions of
any compensation or benefit plan maintained by the Company.
The Committee shall be comprised of two or more directors. Each member of
the Committee shall meet (i) the requirements for a "Non-Employee Director"
contained in Rule 16b-3 under the Securities Exchange Act of 1934, (ii) the
independence requirements of the New York Stock Exchange and (iii) the
requirements for an "outside director" for purposes of Section 162(m) of the
Internal Revenue Code of 1986, as amended.
The members of the Committee shall be appointed by the Board and shall serve
for such term or terms as the Board may determine. A chairperson of the
Committee shall be designated by the Board.
The Committee shall meet with such frequency and at such intervals as it shall
determine is necessary to carry out its duties and responsibilities, but in any
case, not less than twice a year. The Committee will meet at such times as
determined by its chairperson.
Each member of the Committee shall have one vote. A majority of the members
of the Committee shall constitute a quorum. The Committee shall be authorized
to take any permitted action only by the affirmative vote of a majority of the
Committee members present at any meeting at which a quorum is present, or by
the unanimous written consent of all of the Committee members.
AptarGroup, Inc. - Compensation Committee Charter, Page 2 of 2
Roles and Responsibilities
The Committee shall:
1. Annually review and approve corporate goals and objectives relevant to
CEO and senior officer compensation, evaluate their performance in light
of those goals and objectives and establish the individual elements of the
their total compensation, including perquisites, based on this evaluation.
2. Review and make recommendations to the Board regarding the
Company's compensation plans, including with respect to incentivecompensation
plans and equity-based plans, policies and programs.
3. Approve grants and/or awards of restricted stock, stock options and other
forms of equity-based compensation under the Company's stock option,
incentive-compensation and equity-based plans.
4. Review and approve, for the CEO and other senior officers of the
Company, when and if appropriate, employment agreements, severance
agreements and change in control provisions/agreements.
5. Annually review the succession plans affecting corporate and other key
6. Prepare a report annually on executive compensation required to be
included in the Company's proxy statement.
7. Review and reassess the adequacy of this Charter annually and
recommend any proposed changes to the Board for approval.
8. Conduct an annual performance evaluation of the Committee.
9. Report to the Board on a regular basis and make such recommendations
with respect to any matters as the Committee deems necessary or
The Committee may engage a compensation consultant to assist in the
evaluation of CEO or senior officer compensation and shall have the authority to
retain and terminate any compensation consultant, including authority to approve
the consultant's fees and other retention terms. The Committee shall also have
authority to obtain advice and assistance from any officer or employee of the
Company or any outside legal, tax, accounting or other advisor.