COMPENSATION COMMITTEE CHARTER
2003 Compensation Charter: JEC
1. Members. The Compensation Committee shall consist of three or more members appointed by the Board of Directors, each of whom shall be an "independent" director of the Board, and the Board shall designate one member as chair. For purposes hereof, "independent" shall mean a director who meets the New York Stock Exchange definition of "independence," as determined by the Board.
2. Purpose, Duties and Responsibilities. The Compensation Committee shall be responsible for establishing the compensation policies of the Company. Specifically, the Compensation Committee shall have the authority and responsibility to:
(i) Review and recommend to the Board establishment of the compensation policy for executive officers of the Company, and such other officers of the Company as directed by the Board of Directors.
(ii) Review and recommend to the Board establishment of the criteria by which bonuses to the Company's employees are determined, including under the Company's Incentive Plan for Officers and Key Managers.
(iii) Evaluate the performance of the Chairman and approve the compensation of the Chairman annually, and if the Chairman is not also the Chief Executive Officer, evaluate the performance of the Chief Executive Officer and approve the compensation of the Chief Executive Officer annually.
(iv) Approve, after consultation with the Chief Executive Officer, the compensation of all other executive officers annually.
(v) Approve any employment agreements between the Company and the executive officers of the Company, including the employment contract with Dr. Joseph J. Jacobs.
(vi) Administer the Company's 1989 Employee Stock Purchase Plan, Global Employee Stock Purchase Plan, 1999 Stock Incentive Plan and such other stock option or equity participation plans as may be adopted by the Board of Directors from time to time within the authority delegated by the Board of Directors.
(vii) Review and recommend to the Board all major compensation or benefit programs involving commitments beyond one year (e.g., pension, profit-sharing, etc.).
(viii) Prepare or approve the Compensation Committee Report for inclusion in the Company's Annual Proxy Statement.
(ix) Report Compensation Committee actions to the Board of Directors.
(x) Delegate any of its authorities or responsibilities to officers of the Company or other key Company management personnel on any of the above matters, as the Compensation Committee may from time to time deem appropriate, except that the Compensation Committee may not delegate its authorities or responsibilities under item 2 (iii) above.
(xi) Retain, consult with and seek advice from appropriate management personnel, outside consultants, auditors, actuaries, investment managers or attorneys, on any of the above matters, as the Compensation Committee may from time to time deem appropriate.
(xii) Review periodically with the Chief Executive Officer the succession plans relating to the positions held by executive officers of the Company (other than the Chairman and the Chief Executive Officer), and make recommendations to the Board with respect to the selection of individuals to occupy these positions.