Hutchinson Technology Incorporated
Compensation Committee Charter

Purpose

The Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Hutchinson Technology Incorporated (the “Company”) shall discharge the Board’s responsibilities with respect to all forms of compensation of the Company’s executive officers and oversight of the Company’s compensation plans, and shall prepare and sign annually a Committee report on executive compensation to be included in the Company’s annual proxy statement.

Membership

The Committee shall consist of at least three directors appointed by, and serving at the discretion of, the Board. Each director appointed to the Committee shall:

  1. not be disqualified from being an “independent director” within the meaning of Rule 4200 of the NASD Manual, and shall have no relationship with the Company which, in the opinion of the Board, would interfere with the exercise of independent judgment;
  2. be a “Non-employee Director” as that term is defined in Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended; and
  3. satisfy the requirements of an “outside director” for purposes of Section 162(m) of the Internal Revenue Code.

Responsibilities

The Committee’s primary responsibilities shall be as follows:

1.       Review and recommend to the Board for approval a compensation program for executive officers that is competitive to appropriate market data and is designed to recruit and retain superior talent.

2.       Recommend to the Board a policy and process for carrying out executive officer evaluation and compensation review.

3.       Evaluate the performance of the Chief Executive Officer (the “CEO”) in light of corporate goals and objectives, and based on this evaluation, recommend to the Board for approval the CEO’s compensation.

4.       Receive an annual report from the CEO of his performance assessment and compensation review decisions for executive officers. Recommend to the Board for approval executive officer compensation decisions.

5.       Make recommendations to the Board for approval with respect to management incentive compensation plan designs, and approve plan goals and payouts. Review and make recommendations to the Board for shareholder approval any such plan that requires Section 162(m) qualification.

6.       Review all new equity-based compensation plans and make recommendations to the Board for shareholder approval.

7.       Make recommendations to the Board for approval with respect to equity-based plan designs. Oversee the administration of all equity-based plans and approve specific awards to executive officers under those plans.

8.       Review design changes in the Company’s 401(k) plan and make recommendations to the Board for approval.

9.       Review and recommend to the Board for approval the compensation and benefits for the Chairman of the Board and outside directors.

10.   Prepare and sign annually a Committee report on executive compensation to be included in the Company’s annual proxy statement.

11.   Provide an annual performance evaluation of the Committee to the Board.

12.   Make regular reports to the Board within the scope of its function.

13.   Obtain assistance from members of management and retain outside consultants as the Committee deems appropriate. The Committee has sole authority to retain and terminate any consulting firm, or other experts of its choosing, engaged to assist in the evaluation of director, CEO or executive officer compensation, including the sole authority to approve such firm or expert’s fees and other retention terms.

14.   Review and reassess annually the adequacy of the Compensation Committee Charter.

Meetings

The Committee shall meet as often as the Chairperson or such Committee deems necessary, but no less than quarterly. A majority of the members of the Committee shall constitute a quorum for any meeting of the Committee. In lieu of a meeting, the Committee may also act by unanimous written consent. The members of the Committee may, at their sole discretion, meet in executive session without the CEO and other members of management, at any time.