COMPENSATION COMMITTEE CHARTER

Mission Statement

The compensation committee (the "Committee") will assist the Board of Directors (the "Board") of Intermagnetics General Corporation (the "Company") in recommending, reviewing and approving compensation and incentive plans in order to retain and attract high-quality leadership to ensure competitiveness and long-term success of the Company. The committee reports to stockholders on executive compensation items as required by the Securities and Exchange Commission. The committee has responsibility for recommending qualified candidates to the Board for election as officers.

1. Organization

1.1. Committee Composition:
The Committee shall consist of not less than three members who shall be appointed annually by the Board. The Board shall designate one member of the Committee to serve as Chair.

1.2. Member Qualifications:
Each member should make a unique and valuable contribution to the Committee. Members must have the ability to: recognize the significance of the Committee; dedicate the time and energy necessary to accomplish the Committee's role; understand the Company's business, risks and controls; read and understand executive compensation plans; and offer new and different perspectives and constructive suggestions. In addition, Committee members will satisfy the qualification requirements for compensation committee members set forth in any rules, regulations or laws applicable to the Company.

1.3. Independence of Members:
Members of the Committee shall be independent as defined by the requirements of The Securities and Exchange Commission or applicable rules, regulations or laws. A member shall be considered independent if he or she has no relationship with the Company that may interfere with his or her independence from management, or if he or she is an "independent director" as that term may be defined by the SEC or applicable rules, regulations or laws.

1.4. Meetings:
The Committee shall schedule and hold regular meetings with sufficient frequency to carry out its responsibilities. Whenever possible, Committee meetings will be scheduled in conjunction with meetings of the full Board.

2. Compensation Committee Activities

The principal activities of the Compensation Committee will generally include the following:

  • to annually review and approve CEO performance and compensation level;
  • to oversee and administer the Company's Stock Option Plan; Executive Stock Purchase Plan and the Incentive Bonus Program;
  • to advise the Board on changes in the Board compensation;
  • to review and approve the remuneration proposals for key executives; and
  • to inform the Board about policies and programs as well as statistical comparisons of compensation levels with key competitors.

Scope of Responsibilities

The Committee shall have the authority to retain and terminate a compensation consultant to assist in the evaluation of director, CEO or senior executive compensation.