2003 Committee Charter : PLXS
ADOPTED FEBRUARY 12, 2003
The Committee shall be comprised of three or more directors, all of whom shall be independent directors. For this purpose, "independent director" shall mean a person other than a person not qualifying as an "outside director" determined pursuant to Section 162m of the Internal Revenue Code and the regulations thereunder, a person not qualifying as a "non-employee director" under Rule 16b-3 promulgated by the Securities and Exchange Commission, or any other individual having a relationship that, in the opinion of the Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. One of the members shall be appointed Committee Chairman by the Board of Directors.
Authority and Responsibility
The Committee shall review and determine the Chief Executive Officer's (CEO) compensation at Plexus, will recommend compensation programs to the Board of Directors, and will administer Plexus' stock option and similar plans. The Committee may retain persons having special competence, such as counsel, auditors or other advisors, as necessary to assist the Committee in fulfilling its responsibilities. The Committee is to assist the Board of Directors in fulfilling its fiduciary responsibilities as to compensation policies and plans. It is to be the Board's principal agent for evaluating compensation matters and determining executive compensation levels, although the institution of new or amended compensation plans and programs shall remain subject to the approval of the entire Board of Directors.
The Committee shall evaluate compensation matters in accordance with the compensation philosophy adopted by the Board of Directors. Unless otherwise determined by the Board of Directors, the general philosophy of the Company's executive compensation program is to fairly compensate individuals for their contributions to Plexus, but also to provide value to Plexus' shareholders and to consider the ability of Plexus to fund any compensation decisions, plans or programs. Fair compensation packages are necessary to attract and retain qualified executive officers. To be effective in attracting and retaining competent individuals, Plexus' compensation packages must balance short-term and long-term considerations, as well as provide incentives to individuals based upon the performance of Plexus.
The Committee shall also review and monitor the Company's leadership development process and results, in conjunction with the Company's Human Resources Department, to insure the quality and quantity of talented leaders needed for executive management succession. The leadership development process will be reviewed with the Board at least annually.
In addition to any other role which the Board of Directors may from time to time assign, the Committee is to:
Review and recommend to the Board of Directors Plexus' general compensation policies and philosophies for executive officers and other employees.
Determine the annual salary, bonus, and other benefits, direct or indirect, of Plexus' CEO and review the annual salary, bonus, and other benefits, direct or indirect, of executive officers, and review and evaluate employment agreements as appropriate.
Grant stock options under Plexus' employee stock option plans, grant benefits under other stock benefit plans, and act as the committee which administers such plans.
Review and recommend possible new executive compensation plans and programs; review on a periodic basis the operation of the executive compensation plans and programs to determine whether they are properly coordinated; establish and periodically review policies for the administration of those executive compensation plans and programs; and modify, or recommend the modification of, any executive compensation programs or plans that yield payments and benefits that are not reasonably related to Plexus' compensation policies and philosophies.
Establish and periodically review policies in the area of management fringe benefits and other perquisites.
Consult with the chief executive officer, and other appropriate executive officers, in determining appropriate overall compensation levels and policies for attracting, retaining and motivating management talent.
Report on executive compensation to Plexus' shareholders in the annual proxy statement, and review drafts of Plexus' public disclosure documents (including the Committee proxy statement report) describing compensation.
Apprise the Board of Directors, through minutes and special presentations as necessary, of significant developments in the course of performing the above duties.
Recommend to the Board of Directors any appropriate extensions or changes in the duties of the Committee.
Review, monitor and report to the Board annually on management's plan for leadership development and executive succession. Further, develop a specific CEO succession plan and review annually with the Board.
Meetings and Attendance
The Committee shall meet at least once per year. It may also meet as many other times as that Committee deems necessary. At least a majority of the members of the Committee must be present in person or by telephone at all meetings. As necessary or desirable, the Chairman may request that members of management be present at meetings of the Committee.
Minutes of each meeting are to be prepared and sent to Committee members and directors who are not members of the Committee. Plexus' Secretary shall take the minutes of these meetings.