2003 Committee Charter : BWC

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BELDEN INC.
CHARTER COMPENSATION COMMITTEE
Purpose
The Compensation Committee of the Board of Directors of Belden Inc. shall carry out the
Board's responsibilities relating to compensation of Company executives and attracting
and retaining qualified personnel to operate the Company, through compensation and
benefit strategies.
Membership
The Committee shall consist of three directors. Members of the Committee shall be
appointed by the Board upon the recommendation of the Governance and Nominating
Committee and may be removed by the Board in its discretion. All members of the
Committee shall be independent of management. The Company believes that Committee
members meet the proposed New York Stock Exchange (NYSE) standard for
independence. Once the NYSE issues its final rule on independence, the Board will
assess whether the Committee members meet the standard.
Responsibilities
In carrying out its responsibilities, the Committee believes its strategies, policies and
procedures should remain flexible, to react to changing conditions and to ensure that the
compensation practices of the Company are appropriate and effective.
To fulfill these responsibilities, the Committee will:
  • Review and approve periodically the Company's compensation and benefits
    strategies.
  • Review and approve annually the corporate goals and objectives with respect to
    compensation for the chief executive officer. The Committee shall evaluate at
    least once a year the chief executive officer's performance in light of these
    established goals and objectives and based upon these evaluations shall set the
    chief executive officer's annual compensation, including salary, bonus, incentive
    compensation and equity compensation. Such review will include obtaining input
    from other Board members.
  • Review and approve annually the evaluation process and compensation structure
    for the Company's officers. The Committee shall evaluate the performance of the
    Company's officers and shall approve the annual compensation, including salary,
    bonus, incentive and equity compensation, for officers.
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  • Provide oversight of management's decisions concerning the annual review of
    salary and wage increase guidelines for exempt, nonexempt, and hourly
    employees of the Company and its affiliates.
  • Review the Company's stock 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 with respect to the
    administration of such plans. In furtherance thereof, the Committee shall review
    and approve participation in, awards to, performance of, and performance targets
    under the Company's management cash incentive plans.
  • Review periodically the Company's policy on executive perquisites.
  • Prepare and publish an annual executive compensation report in the Company's
    proxy statement.
  • Review periodically the compensation offered non-employee directors and
    recommend changes to the full Board.
  • Review annually with the Board the Company's succession plan for officers and
    key operating executives, including plans for emergency succession in the event
    of the unexpected disability of the chief executive officer.
  • Review from time to time the competitiveness and effectiveness of the
    Company's compensation programs.
    Charter Review
    The Committee shall review at least annually the adequacy of its Charter and recommend
    any proposed changes to the Board for approval.
    Other Matters
    The Committee shall have the authority to delegate any of its responsibilities to
    subcommittees as the Committee may deem appropriate in its discretion. The Committee
    shall have authority to retain such compensation consultants, outside counsel and other
    advisors as the Committee may deem appropriate in its discretion. The Committee shall
    report its actions and any recommendations to the Board after each Committee meeting
    and shall conduct and present to the Board an annual performance self-evaluation.