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GRACO INC.
MANAGEMENT ORGANIZATION AND COMPENSATION COMMITTEE CHARTER

Adopted February 17, 2006

The Management Organization and Compensation Committee shall perform the following functions:

  • Develop the Company's philosophy and structure for executive compensation;
  • Review and approve corporate goals and objectives relevant to the compensation of the CEO, evaluate the performance of the CEO in light of those goals and objectives, and determine the CEO’s compensation based on this evaluation;
  • Communicate to the CEO regarding performance on an annual basis;
  • Review and approve the compensation of the other executive officers;
  • Oversee the evaluation of the other executive officers;
  • Review and approve bonus and other incentive-compensation plans for executive officers;
  • Prepare the report on executive compensation for the Company's proxy statement;
  • Administer the Company's stock options and other equity-based compensation plans;
  • Review and make recommendations on executive management organization and succession plans;
  • Evaluate its own performance on an annual basis; and
  • Report to the Board periodically on its activities.

In the performance of its duties, the Committee shall have the sole authority to retain outside compensation consultants, including approval of fees and other retention terms.

The Committee shall consist solely of independent directors (as defined in the listing standards of the New York Stock Exchange), who shall be appointed by the Board of Directors upon recommendation of the Governance Committee. Members of the Committee shall meet the requirements of Section 16 of the Securities Exchange Act of 1934, as amended, and Section 162(m) of the Internal Revenue Code of 1984, as amended. Members shall serve until resignation or removal by the Board of Directors. The Committee shall have a chairperson named by the Board upon recommendation of the Governance Committee. The Committee will typically hold three meetings during each calendar year, but may hold such different number of meetings as the Committee shall deem appropriate.

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