COMPENSATION COMMITTEE CHARTER
LEGGETT & PLATT, INCORPORATED
BOARD OF DIRECTORS
Compensation Committee will determine and approve the compensation of the
Company’s CEO and make recommendations to the Board with respect to non-CEO
executive officer compensation and incentive compensation and equity-based
plans that are subject to Board approval.
Committee will be composed of at least three members of the Board of
Directors, all of whom are independent as determined in accordance with the
New York Stock Exchange Listing Standards. The Board will appoint Committee
members annually. The Board may remove Committee members at any time, with or
without cause, by a majority vote. The Board will fill any vacancy on the
Committee. During a vacancy on the Committee, the remaining members will have
full power to act as the Committee.
The Board will appoint a Committee Chairman annually. If the Chairman is
absent from a meeting, the Committee may, by majority vote of those members
present, designate one of its members to serve as acting Chairman for the
To the extent permitted by applicable law, the Committee may delegate duties
and responsibilities to one or more members or subcommittees as it deems
Committee will meet at least twice annually and at such other times as it
deems appropriate, upon the call of the Committee Chairman or the Chairman of
the Board. Meetings may be conducted by teleconference.
A majority of members present at a meeting will constitute a quorum. If a
quorum is present, the majority vote of those Committee members present at
the meeting will be sufficient to adopt a resolution or otherwise take
action. The Committee Chairman will report the Committee’s actions to the
Board as appropriate.
The Chairman of the Board will be invited to attend Committee meetings,
unless matters to be discussed at the meeting would make it appropriate to
excuse him. The Chairman of the Board may share his views with the Committee,
but may not vote on matters before the Committee. At the invitation of the
Committee Chairman, the CEO and other members of management may attend
The Secretary of the Company will attend and keep written minutes of
Committee meetings, unless matters to be discussed at the meeting make it
appropriate to excuse him. If the Secretary is excused, a member of the Committee
will provide to the Secretary minutes of the meeting or information
sufficient to prepare minutes.
duties and responsibilities of the Committee include the following:
- Assist management and the Board of Directors
in developing and maintaining an executive officer compensation policy
that (i) supports the Company's business
objectives, (ii) attracts and retains high quality leadership, and (iii)
links compensation with business objectives and performance.
"Compensation" includes base salary, bonus, long-term
incentives, benefits and perquisites.
- Annually review corporate goals and objectives
regarding CEO compensation and evaluate the CEO's performance in light
of those goals and objectives. In evaluating the CEO's long-term
incentive compensation, the Committee will consider the Company's
performance and relative shareholder return, the value of similar awards
to CEOs at comparable companies, the CEO's previous awards and other
comparative data as appropriate. The Committee will set CEO compensation
based on this evaluation and communicate to shareholders in the proxy
statement the factors and criteria used to determine the compensation
- Produce a compensation committee report on
executive officer compensation as required by the SEC to be included in
the Company's annual proxy statement.
- Approve grants of awards under Company bonus,
option or other incentive plans required to comply with IRS Code Rule
162(m) or other applicable tax laws.
- Periodically review general compensation
practices, including the use of incentive and equity-based compensation,
for the Company's executive officers.
- Make recommendations to the Board with respect
to non-CEO executive officer compensation and incentive compensation and
equity-based plans that are subject to Board approval.
- Perform such other functions relating to
compensation or benefit plans as may be assigned by the Board of
Directors from time to time.
- Engage the services of outside compensation
consultants as necessary or appropriate for the proper discharge of its
duties. The Committee will have authority to determine the fees and
retention terms of any such services.
- Conduct an annual
self-evaluation to determine whether the Committee is functioning