2003 Committee Charter : DCN

Purpose. The Compensation Committee shall recommend to the Board an overall
philosophy and strategy with respect to the compensation of Dana's Chief Executive
Officer (CEO) and other senior executives to attract and retain highly qualified individuals
and shall provide oversight of Dana's executive compensation plans.
Organization. The Committee shall have at least three members, including the
Chairman, who are appointed by the Board. All members shall be outside directors and
shall meet such independence requirements as may be applicable under U.S. law and the
rules of the Securities and Exchange Commission (SEC) and the New York Stock
Exchange. All members shall also qualify as "non-employee directors" within the meaning
of Rule 16b-3 of the Securities Exchange Act of 1934 and as "outside directors" for
purposes of Section 162(m) of the Internal Revenue Code.
Responsibilities. The Committee shall have the following responsibilities:
Executive Compensation
  • To review Dana's executive compensation philosophy and strategy at least
  • To establish corporate and individual goals and objectives at least annually
    relating to the compensation of the CEO and other senior executives under
    Dana's incentive compensation and equity-based plans;
  • To evaluate the performance of the CEO and other senior executives at least
    annually and to approve their compensation or compensation levels, including
    base salaries, incentive compensation and equity-based compensation;
  • To consider, among other things, in determining long-term incentive
    compensation for these executives, Dana's performance and relative
    shareholder return, the awards the executives received in past years
    and the value of similar incentive awards to executives at comparable
    companies; and
  • To approve or, as required, to recommend to the Board employment or
    consulting agreements, severance arrangements, change in control
    arrangements, stock ownership guidelines, perquisites and special,
    supplemental or non-qualified benefits for the CEO and other senior
    Incentive Compensation and Equity-Based Plans
  • To approve or, as required, to recommend to the Board the establishment of
    new incentive compensation and equity-based plans for the CEO and other
    senior executives, as well as changes to and the termination of existing plans;
  • To administer or, as applicable, to oversee the administration of, the plans in
    accordance with their terms and to perform such functions with respect to the
    plans as the Committee is authorized or permitted to perform thereunder.
  • To produce the report on executive compensation required by the rules of the
    SEC to be included in Dana's annual proxy statement;
  • To review the performance of this Committee and the adequacy of this Charter
    annually and to recommend any proposed changes to the Board; and
  • To report its activities regularly to the Board.
    Outside Advisors. The Committee may, at Dana's expense and without Board approval,
    retain outside advisors to assist it in performing its functions, approve the advisors' fees
    and other terms of engagement, and terminate the advisors at its sole discretion.
    Adopted February 11, 2003