2003 Committee Charter : PKI A. Purpose
The Compensation and Benefits Committee shall discharge the responsibilities of the Board of Directors relating to compensation of the Company's executive officers.
Each member of the Committee shall be "independent" as defined by the rules of the New York Stock Exchange, except as otherwise permitted by such rules.
C. Authority and Responsibilities
CEO Compensation - The Committee shall annually review and approve corporate goals and objectives relevant to the compensation of the Company's Chief Executive Officer (the "CEO"), evaluate the CEO's performance in light of those goals and objectives, and set the CEO's compensation level based on this evaluation.
Executive Officer Compensation - The Committee shall review and approve executive officer compensation, including salary, bonus and incentive compensation levels; deferred compensation; executive perquisites; equity compensation (including awards to induce employment); severance arrangements; change-in-control benefits and other forms of executive officer compensation.
Plan Recommendations, Administration and Approvals - The Committee shall periodically review and make recommendations to the Board of Directors regarding incentive compensation and equity-based plans. The Committee shall exercise all rights, authority and functions of the Board of Directors under the Company's stock option, stock incentive, employee stock purchase and other equity-based plans. The Committee shall approve all equity-based compensation plans and amendments that do not require shareholder approval. The Committee may delegate to one or more executive officers of the Company the power to grant options or other equity-based awards to employees of the Company or any subsidiary of the Company who are not directors or executive officers of the Company.
Director Compensation - The Committee shall periodically review and make recommendations to the Board of Directors regarding director compensation and director compensation guidelines.
Management Succession - The Committee shall, at the request of the Board of Directors, periodically review and make recommendations to the Board of Directors regarding management succession planning.
Committee Report on Executive Compensation - The Committee shall prepare reports on executive compensation required to be included in proxy or information statements of the Company relating to the election of directors, in accordance with applicable regulations.
Review Administrative Committee recommendations for plan terminations and material design changes that result in a significant cost increase to the company with respect to non-equity-based employee benefit plans. All other matters relating to non-equity-based employee benefit plans will be handled by the Administrative Committee.
Periodically review the performance of investments associated with retirement plans.
The Committee may retain compensation consultants to assist in the evaluation of executive officer compensation; and shall have sole authority to establish the fees and other terms of retaining such consultants, to cause the Company to pay the compensation of such consultants so established, and to terminate such consultants at its discretion.
E. Administrative Matters
The Company's General Rules Governing Committees of the Board of Directors are incorporated herein by reference and made a part of this charter.