2003 Compensation Charter: SLR
CHARTER FOR THE
The purpose of the Compensation Committee of the Board of Directors (the "Board") of
Solectron Corporation (the "Company") shall be to discharge the Board's responsibilities relating to
compensation of the Company's officers. The Committee has overall responsibility for approving
and evaluating the officer compensation plans, policies and programs of the Company.
The Compensation Committee is also responsible for producing an annual report on
executive compensation for inclusion in the Company's proxy statement.
COMMITTEE MEMBERSHIP AND ORGANIZATION:
· The Compensation Committee shall consist of no fewer than three (3) members.
· The members of the Compensation Committee shall meet the
(i) independence requirements of the listing standards of the New York Stock Exchange,
(ii) non-employee director definition of Rule 16b-3 promulgated under Section 16 of the
Securities Exchange Act of 1934, as amended, and
(iii) outside director definition of Section 162(m) of the Internal Revenue Code of 1986,
· The members of the Compensation Committee will be appointed and replaced by the Board
on the recommendation of the Nominating Committee and will serve at the discretion of the
COMMITTEE RESPONSIBILITIES AND AUTHORITY:
· Annually review and recommend the Director's compensation plan for all Board-related
activities. The plan is subject to approval by the full Board.
· Conduct the annual review of the CEO's performance.
· Annually review and recommend to the Board the total compensation plan for the CEO and
the officers of the Company:
a) the annual base salary,
C:\windows\TEMP \Charter_Compensation.doc (2290) -2-
b) the annual incentive bonus, including the specific goals and amount,
c) equity compensation,
d) employment agreements, severance arrangements, and change in control
e) any other benefits, compensation or arrangements.
· Review, approve and bring forward to the Board management's recommendations with
respect to incentive compensation plans.
· Make regular reports to the Board.
· Review and assess this Charter annually and recommend any proposed changes to the Board.
· Annually review and evaluate its own performance.
· In performing its responsibilities, the Compensation Committee shall have the authority to
retain and terminate any consultant to be used by the Company to assist in the evaluation of
CEO or executive officer compensation and shall have authority to approve the consultant's
fees and other retention terms. The Compensation Committee shall also have authority to
obtain advice, reports, opinions and assistance from internal or external counsel and expert