Compensation and Human Resources Committee Charter
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
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
(www.brightpoint.com). 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.
Committee meets at least four times annually, and at other times as necessary.
Committee's responsibilities include the following:
- Formulate, evaluate, and approve
compensation for the Company's officers, as defined in Section 16 of the
Securities and Exchange Act of 1934 and rules and regulations promulgated
therein. Compensation policies are intended to reward executives for their
contributions to the Company's growth and profitability, recognize
individual initiative, leadership, achievement, and other valuable
contributions to the Company. An additional goal is to provide competitive
compensation that attracts and retains qualified and talented executives.
Compensation programs and policies are reviewed and approved annually.
Included in this process is establishing the goals and objectives by which
executive compensation is determined. Executive officers' performance is
evaluated in light of these performance goals and objectives. The
Committee may consult the Chief Executive Officer on the performance of
other Company executives.
- Formulate, approve, and
administer cash incentives and deferred compensation plans for executives.
Cash incentive plans are based on specific performance objectives defined
in advance of approving and administering the plan.
- Oversee and approve all compensation
programs involving the issuance of the Company's stock and other equity
securities of the Company. Stock options will be granted in accordance
with applicable rules for Nasdaq-traded issuers. Any material
modifications to existing stock option plans are also made consistent with
applicable rules for Nasdaq-traded issuers.
- Review executive supplementary
benefits, as well as the Company's retirement, benefit, and special
compensation programs involving significant cost to the Company, as
necessary and appropriate.
- Review compensation for
- Oversee funding for all
executive compensation programs.
- Review compensation practices
and trends of other companies to assess the adequacy of the Company's
executive compensation programs and policies.
- Secure the services of external
compensation consultants or other experts, as necessary and appropriate.
These services will be paid from the Company provided Board of Directors
budget. This system is designed to ensure the independence of such external
- Prepare an annual report on
executive compensation for inclusion in the Company's proxy statement for
each annual meeting of shareholders.
- Approve employment contracts,
severance agreements, change in control provisions, and other compensatory
arrangements with Company executives.
- Monitor compliance by Directors
with the required stock ownership requirement, as specified in the
Corporate Governance Principles (available on the Company's website:
- Review matters relating to
executive succession and management development. Included is a formal
annual evaluation of the Company's Chief Executive Officer. The Chief
Executive Officer assists the Board in evaluating other key executives by
providing the Board with an assessment of senior executives. Included in
the Chief Executive Officer's assessment is the potential for senior
executives with regard to succession planning.
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.