2003 Compensation Charter: NXTL
The Compensation Committee (the "Committee") of the Board of Directors (the "Board") of Nextel Communications, Inc. (the "Company") establishes and administers the Company's policies, programs and procedures for compensating its senior management and Board members. Among other things, the Committee discharges the Board's responsibilities relating to compensation of the Company's executive officers and produces a report on executive compensation for inclusion in the Company's proxy statement for its annual meeting of stockholders in accordance with applicable rules and regulations.
The Committee will be composed of three or more directors as determined by the Board. Each Committee member must be "independent" as defined by the requirements of the primary trading market or securities exchange on which the Company's securities are traded. The Board will appoint each Committee member and will designate one of the members as Chairperson of the Committee. Each Committee member will serve at the pleasure of the Board for such term as the Board may decide or until such Committee member is no longer a Board member.
Duties and Responsibilities
The duties and responsibilities of the Committee will include the following:
Compensation Programs and Practices. The Committee will develop and implement the Company's compensation programs and practices for executive officers and Board members. The Committee will also have, as an important objective, the responsibility of ensuring that the compensation and general human resource programs and practices of the Company and its subsidiaries are competitive and are effectively designed to attract, retain and motivate highly qualified personnel.
The Committee will meet at least three times a year or more frequently as necessary to carry out its responsibilities under this Charter. The Committee Chair will, in consultation with the other members of the Committee and appropriate officers of the Company, establish the agenda for each Committee meeting. Any Committee member may submit items to be included on the agenda. Committee members may also raise at any meeting subjects that are not on the agenda. The Committee Chair or a majority of the Committee members may call a meeting of the Committee at any time. A majority of the number of Committee members selected by the Board will constitute a quorum for conducting business at a meeting of the Committee. The act of a majority of Committee members present at a Committee meeting at which a quorum is in attendance will be the act of the Committee, unless a greater number is required by law or the Company's certificate of incorporation or by-laws. The Committee Chair will supervise the conduct of the meetings and will have other responsibilities as this Charter or the Committee may specify from time to time.
The Committee may request any officer or other employee of the Company, or any representative of the Company's legal counsel or other advisors, to attend a meeting or to meet with any members or representatives of the Committee. Any individual whose performance or compensation is to be discussed at a Committee meeting should not attend such meeting unless specifically invited by the Committee. Any Committee member may be excused from a meeting to permit the remaining members of the Committee to act on any matter in which such member's participation is not appropriate, and such member's absence will not destroy the quorum for purposes of acting on such matter.
Resources and Authority
The Committee will have appropriate resources and authority to discharge its responsibilities, including, without limitation, appropriate funding, in such amounts as the Committee deems necessary, to compensate any consultants or any other advisors retained by the Committee. The Committee will have the sole authority to retain and terminate compensation consultants to assist in the evaluation of director or executive officer compensation and the sole authority to approve the fees and other retention terms of such compensation consultants. The Committee may also retain independent counsel and other independent advisors to assist it in carrying out its responsibilities.
At least annually, the Committee will (i) review this Charter with the Board and recommend any changes to the Board, and (ii) evaluate its own performance against the requirements of this Charter and report the results of this evaluation to the Board. The Committee will conduct its review and evaluation in such manner as it deems appropriate.
March 1, 2003