Compensation and Human Resources Committee Charter

The Board of Directors ("Board") of Brightpoint, Inc. ("Company" or "Brightpoint") is committed to establishing and maintaining executive compensation practices designed to enhance the profitability of the Company and enhance long-term shareholder value. The Board of Directors is also centrally interested in executive development and succession planning. Toward these aims, the Board of Directors has established a Compensation and Human Resources Committee. This Committee reports to the Board on executive compensation, executive development, and executive succession matters.


The Committee is comprised of no less than two independent members of the Board. Director independence is, at a minimum, consistent with applicable rules for Nasdaq-traded issuers, Rule 16b-3 of the Securities and Exchange Act of 1934, and Section 162(m) of the Internal Revenue Code. Specific director independence guidelines are specified in the Company's "Corporate Governance Principles." These guidelines may be found on the Company's web site ( The Committee also maintains a chair. The chair is an independent member of the Board. The Committee chair and members serve for one year renewable terms.


The Committee meets at least four times annually, and at other times as necessary.


The Committee's responsibilities include the following:

In recognition of the importance of diversity to the success of the Company, the Director of Global Diversity for Brightpoint, Inc. reports to both Management and the Compensation and Human Resources Committee of the Board of Directors.