2003 Compensation Charter: SOL

PURPOSE
The purpose of the committee shall be to carry out the board of directors' overall responsibility relating to
executive compensation. The committee shall ensure the report required by the rules of the Securities
and Exchange Commission is prepared and included in the Company's annual proxy statement.
MEMBERSHIP
The compensation committee of the board of directors of SOLA International shall consist of a minimum
of three directors. Members of the committee shall be appointed by the board of directors and may be
removed by the board of directors at its discretion. All members of the committee shall be independent
directors, and shall satisfy the New York Stock Exchange standard for independence.
KEY RESPONSIBILITIES
In furtherance of this purpose, the committee shall have the following authority and responsibilities:
1. To review and recommend to the Board for approval on an annual basis, the corporate goals and
objectives with respect to compensation for the chief executive officer. The committee shall
evaluate at least once a year the chief executive officers' performance in light of these established
goals and objectives and based upon these evaluations shall set the chief executive officers' annual
compensation, including salary, bonus, incentive and equity compensation. In determining the
long-term incentive component of chief executive officer compensation, the committee shall
consider the Company's performance and relative shareholder return, the value of similar incentive
awards to chief executive officers of comparable companies, and the awards given to the chief
executive officer in past years.
2. To review and recommend to the Board for approval on an annual basis, the evaluation process,
compensation structure, annual compensation, including salary, bonus, incentive and equity
compensation of the company's executive officers.
3. To review the Company's incentive compensation and other stock-based plans and recommend
changes in such plans to the board as needed. The committee shall have and shall exercise all the
authority of the board of directors with respect to the administration of such plans.
4. To review and recommend to the Board for approval, awards to employees of stock options
pursuant to any of the Company's employee stock option plans and to exercise such other power
and authority as may be permitted or required under such stock option plans.
5. The committee shall from time to time and in conjunction with the Chief Executive Officer, review
and propose to the Board, compensation levels (fees and equity) for the non-employee directors.
6. The committee shall perform such other functions as assigned by law, the Company's Certificate of
Incorporation or Bylaws, or the Board.
SOLA International Inc.
COMPENSATION COMMITTEE CHARTER
THE COMMITTEE SHALL HAVE THE AUTHORITY:
  • to delegate any of its responsibilities to subcommittees as the committee may deem appropriate
    in its sole discretion.
  • to retain such compensation consultants, outside counsel and other advisors as the committee
    may deem appropriate in its sole discretion and to approve related fees and retention terms.
    The committee shall report its actions and any recommendations to the board after each committee
    meeting and shall conduct and present to the board an annual performance evaluation of the
    committee. The committee shall review at least annually the adequacy of this charter and
    recommend any proposed changes to the board for approval.
    This charter was effective on the 15th day of May 2003.