Compensation Committee Charter
2003 Compensation Charter: CDT
The compensation committee of the board of directors of Cable Design Technologies Corporation shall consist of a minimum of two directors. Members of the committee shall be appointed by the board of directors upon the recommendation of the nominating and corporate governance Committee and may be removed by the board of directors in its discretion. All members of the committee shall be independent directors under the proposed or adopted (as applicable) New York Stock Exchange standard.
The purpose of the committee shall be to carry 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:
To assist the board in developing and evaluating potential candidates for executive positions, including the chief executive officer, and to oversee the development of executive succession plans.
The committee shall have the sole 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 and shall conduct and present to the board an annual performance evaluation of the committee. The committee shall review at least annually the adequacy of this charter and recommend any proposed changes to the board for approval.
Adopted June 9, 2002