2003 Compensation Charter: MU
The purpose of the Governance and Compensation Committee (the "Committee") of the Board of Directors (the "Board") of Micron Technology, Inc. (the "Company") shall be to:
1.01 Officer and Director Compensation. Assist the Board in discharging its responsibilities with respect to the compensation of the Company's officers and directors.
1.02 Identification of Candidates. Assist the Board in discharging its responsibilities relating to the identification of qualified candidates to become Board members, consistent with criteria approved by the Board pursuant to Section 4.09 below;
1.03 Recommendation of Nominees. Assist the Board in discharging its responsibilities relating to the selection of nominees for election as directors at annual meetings of stockholders (or special meetings of stockholders) at which directors are to be elected;
1.04 Recommendation of Candidates. Assist the Board in discharging its responsibilities relating to the selection of candidates to fill any vacancies on the Board;
1.05 Development of Corporate Governance Guidelines. Assist the Board in discharging its responsibilities relating to the development and recommendation to the Board of Corporate Governance guidelines and principles applicable to the Company; and
1.06 Oversight and Evaluation. Assist the Board in discharging its responsibilities to oversee the evaluation of the Board and management.
2. MEMBERSHIP, QUALIFICATIONS AND COMPENSATION
2.01 Appointment. Committee members shall be appointed by and serve at the discretion of the Board. The Committee shall consist of at least three members of the Board. Members of the Committee shall meet the criteria of this Section (as well as all other criteria, if any, required by the Securities and Exchange Commission ("SEC") or New York Stock Exchange ("NYSE"):
2.02 Independence. Each member shall be "independent" as defined in the listing standards of the NYSE in effect from time to time and, to the extent applicable and appropriate, the non-employee director definition of Rule 16b-3 of the Securities Exchange Act of 1934, as amended, and the outside director definition of Section 162(m) of the Internal Revenue Code of 1986, as amended;
2.03 Qualification. Each member shall have experience in the judgment of the Board that would be useful in addressing matters designated to the Committee; and
2.04 Committee Compensation. The fees paid to members of the Committee shall be determined by the Board in its sole discretion.
3.01 Chairman. Unless the Board elects the Committee Chairman, the members of the Committee shall designate a Chairman by the majority vote of the full Committee membership.
4. DUTIES AND RESPONSIBILITIES
In order to carry out the purpose described above, the Committee shall undertake those specific duties and responsibilities listed below and such other duties as the Board may from time to time prescribe.
4.01 Director Compensation. The Committee shall, periodically, evaluate director and Board committee member compensation and recommend to the Board the appropriate level of director compensation. In determining the appropriate level of director compensation, the Committee may consider current market trends and industry practices.
4.02 CEO Compensation. The Committee shall have direct responsibility to review and approve corporate goals and objectives relevant to the CEO's compensation, evaluate the CEO's performance in light of such goals and objectives, and, either as a committee or together with the other independent directors (as directed by the Board), determine and approve the CEO's compensation level based on this evaluation. In determining the components of the CEO's compensation, the Committee (and the other independent directors, as the case may be) may consider the Company's performance, and relative shareholder return, the value of similar incentive awards to other CEOs at comparable companies, if any, and past awards to the CEO. For the avoidance of doubt, the Committee (and the other independent directors, as the case may be) are not precluded from approving awards (with or without ratification of the Board) for the CEO and other executive officers as may be required to comply with applicable tax laws (i.e., Rule 162(m)). Nothing in this Charter should be construed as precluding discussion of CEO compensation with the Board generally.
4.03 Officer Compensation. The Committee shall, at least annually, review the evaluation process and compensation structure for the Company's officers and shall approve their respective compensation (including participation in incentive and equity-based plans as well as any awards or grants thereunder) taking into account, among other factors, the advice and recommendation of the CEO.
4.04 Compensation Structure, Plans and Administration. The Committee shall periodically review and, if advisable or appropriate, make recommendations to the Board regarding the structure of, and participation of employees in, compensation, incentive-compensation and equity-based plans. The Committee shall exercise the Board's authority with respect to the administration of such plans and the granting of awards to the Company's officers.
4.05 Reporting. Produce a compensation committee report on executive compensation as required by the SEC to be included in the Company's annual proxy statement or annual report on Form 10-K filed with the SEC.
4.06 Consultants and Advisors. The Committee shall have authority to obtain advice and assistance from internal or external legal, accounting, financial and compensation experts, including such other consultants or advisors, as deemed appropriate by the Committee, for the purpose of completing its duties hereunder. With respect to the engagement thereof, the Committee shall have authority to retain and terminate such persons, if any, including the authority to approve related fees and terms and conditions of the engagement.
4.07 Recommendations of Candidates. Prior to each annual meeting of stockholders at which directors are to be elected, the Committee shall recommend to the Board for nomination by the Board such candidates as the Committee, in the exercise of its judgment, has found to be qualified, willing and available to serve, consistent with criteria approved by the Board pursuant to Section 4.09 below. In addition, the Committee shall review any candidates recommended by stockholders pursuant to the provisions of the Company's bylaws.
4.08 Vacancies on the Board. After a vacancy arises on the Board or a director advises the Board of his or her intention to resign, in the event the Board determines to fill such vacancy, the Committee shall recommend to the Board for appointment, such prospective member of the Board as the Committee, in the exercise of its judgment, has found to be qualified, willing and available to serve, consistent with criteria approved by the Board pursuant to Section 4.09 below.
4.09 Criteria for Selection. For purposes of 4.06 and 4.07 above, the Committee may consider the following criteria, with each factor being given such weight, if any, as the Committee deems appropriate in its judgment, when recommending candidates for election to the Board:
4.09.01 Incumbency on the Board and overall performance;
4.09.02 Substantial experience in the semiconductor industry or other related industries, which experience has been gained through management, training, oversight or education;
4.09.03 Strong business acumen and judgment acquired through education, training or experience;
4.09.04 Excellent interpersonal skills that facilitate a strong working relationship with other directors of the Company;
4.09.05 Personal and business circumstances that permit the director to have time to provide appropriate oversight of the Company;
4.09.06 Relationships with key individuals in industry, government and educational circles that may be of significant assistance to the Company and its operations;
4.09.07 Significant experience in making difficult decisions and judgments as an officer or director (or former officer or director) of a publicly held company or substantial privately held company;
4.09.08 Specialized knowledge that may be of significant assistance to the Company or its operations;
4.09.09 Ownership in the Company; and
4.09.10 Such other criteria as may be meaningful or helpful, in the judgment of the Committee, to the oversight of the Company, given all the relevant facts and circumstances at the time of the search, selection or nomination of a director.
4.10 Contractual Limitations. The foregoing notwithstanding, if the Company is legally required by contract or otherwise to permit a third party to designate one or more of the directors to be elected or appointed (for example, pursuant to rights contained in a Certificate of Designation of a class of preferred stock to elect one or more directors upon a dividend default), then the nomination or appointment of such directors shall be governed by such requirements.
4.11 Evaluation of Directors. The Committee shall, at least annually, review the performance of each current director and shall consider the results of such evaluation when determining whether or not to recommend the nomination of such director for an additional term.
4.12 Removal of Directors. In appropriate circumstances, the Committee, in its discretion, shall consider and may recommend the removal of a director for cause, in accordance with the applicable provisions of the Company's certificate of incorporation, bylaws and Corporate Governance Guidelines.
4.13 Evaluation of Board and Management. The Committee shall oversee the Board's evaluation of its performance (including its composition and organization) and the performance of management.
4.14 Corporate Governance Recommendations. The Committee may make recommendations to the Board regarding corporate governance matters, including, but not limited to, the Company's certificate of incorporation, bylaws, this Charter and the charters of the Company's other committees.
4.15 Development of Corporate Governance Principles. The Committee shall develop and recommend to the Board a set of Corporate Governance Principles.
4.16.01 The Committee shall report regularly to the Board the Committee's activities, evaluations and recommendations, as may be appropriate and as are consistent with this Charter.
4.16.02 The Committee shall report annually to the Company's shareholders by way of a report in the proxy statement prepared in accordance with the requirements of the rules and regulations of the SEC, including, but not limited to, Item 402(k) of Regulation S-K and Item 8 of Schedule 14A.
4.17 Authority to Delegate to Subcommittee. The Committee shall have authority to delegate any of its responsibilities to a subcommittee or subcommittees as it may deem appropriate in its judgment. The subcommittee(s) shall be subject to this Charter.
5.01 Meetings. The Committee shall meet with such frequency and at such intervals as it shall determine necessary to carry out its duties and responsibilities, but in any case at least annually. The Committee may establish its own schedule, which it will provide annually to the Board in advance. The Chairman of the Committee or a majority of the Committee members may call meetings of the Committee. Meetings of the Committee may be held telephonically.
5.02 Meeting Attendance and Invitees. All non-management directors that are not members of the Committee may attend meetings of the Committee but may not vote. Additionally, the Committee may invite to its meetings any director, officer of the Company and such other persons as it deems appropriate in order to carry out its responsibilities. The Committee may also exclude from its meetings any persons, other than committee members, it deems appropriate in order to carry out its responsibilities.
The Committee shall maintain written minutes of its meetings, which minutes shall be filed with the minutes of the meetings of the Board.
Each member of the Committee shall have one vote on any matter requiring action by the Committee. One-third of the members, but no fewer than two members, shall constitute a quorum. The Committee shall be authorized to take any permitted action only by the affirmative vote of a majority of the Committee members present at any meeting at which a quorum is present, or by the unanimous written consent of all of the Committee members. The Chairman shall be entitled to cast a vote to resolve any ties.
At least annually, the Committee shall conduct a performance evaluation of the Committee, including a review of this Charter.