2003 Compensation Charter: THOI. Purpose and Authority
The Compensation Committee (the "Committee") of the Board of Directors of Thor
Industries, Inc. (the "Company") is appointed by the Board of Directors (the
"Board") to discharge the Board's responsibilities with respect to all forms of
compensation of the Company's executive officers, to administer the Company's
equity incentive plans for employees and to produce an annual report on
executive compensation for use in the Company's proxy statement. This Charter
sets forth the authority and responsibility of the Committee for approving and
evaluating executive officer compensation arrangements, plans, policies and
programs of the Company, and for administering the Company's equity incentive
plans for employees whether adopted prior to or after the date of adoption of
this charter (the "Stock Plans").
The Committee will consist of two or more members, with the exact number being
determined by the Board. Each of the members of the Committee will be (i) an
"independent director" as defined under the rules of the New York Stock
Exchange, as they may be amended from time to time (the "Rules"), except as may
otherwise be permitted by such Rules and (ii) a "Non-Employee Director," as
defined in Rule 16b-3 promulgated under Section 16 of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"). If any such person does not
qualify as an "outside director" within the meaning of Treasury Regulation
1.162-27(e)(3) at the time that the Committee is granting "qualified
performance-based compensation" within the meaning of Treasury Regulation
1.162-27(e)(2), such person shall recuse himself or herself from considering any
compensation arrangements for which the Company will seek to so qualify. In such
event, the Board shall appoint one or more "outside directors" to the Committee
such that it is comprised solely of two or more "outside directors" in order to
satisfy the requirements of Section 162(m) of the Internal Revenue Code of 1986,
as amended. All members of the Committee will be appointed by, and shall serve
at the discretion of, the Board.
The Board will select members of the Committee who will be approved by a
majority vote of the Board. Committee members will serve during their respective
term as a director, subject to earlier removal by a majority vote of the Board.
Unless a chair is elected by the full Board, the members of the Committee may
designate a chair by majority vote of the Committee membership.
III. Duties and Responsibilities
The principal processes of the Committee in carrying out its oversight
responsibilities are set forth below. These processes are set forth as a guide
with the understanding that the Committee may supplement them as appropriate and
may establish policies and procedures from time to time that it deems necessary
or advisable in fulfilling its responsibilities.
1. The Committee will have the sole authority to determine the form
and amount of compensation to be paid or awarded to the Chief
Executive Officer ("CEO") and other executive officers of the
2. The Committee will annually review and approve the corporate goals
and objectives relevant to CEO compensation and evaluate the CEO's
performance in light of these goals and objectives. Based on this
evaluation, the Committee will make and annually review decisions
respecting (i) salary paid to the CEO, (ii) the grant of all
cash-based bonuses and equity compensation to the CEO, (iii) the
entering into or amendment or extension of any employment contract
or similar arrangement with the CEO, (iv) any CEO severance or
change in control arrangement, and (v) any other CEO compensation
matters as from time to time directed by the Board. In determining
the long-term incentive component of the CEO's compensation, the
Committee will consider, among other things: the Company's
performance and relative shareholder return, the value of similar
incentive awards to chief executive officers at companies that the
Committee determines comparable based on factors it selects, and
the incentive awards given to the Company's CEO in prior years.
3. The Committee will annually review and approve the corporate goals
and objectives relevant to executive officers' compensation. In
light of these goals and objectives, the Committee will annually
review the proposals of the CEO respecting (i) salary paid to the
executive officers, (ii) the grant of cash-based bonuses and equity
compensation provided to the executive officers, (iii) the entering
into or amendment or extension of any employment contract or
similar arrangement with the executive officers, (iv) executive
officers' severance or change in control arrangement, and (v) any
other executive officer compensation matters as from time to time
directed by the Board. In determining the long-term incentive
component of the executive officer's compensation, the Committee
will consider the same factors pertaining to such compensation that
it considers for that element of the CEO's compensation.
4. The Committee will periodically review with the CEO and make
recommendations to the Board with respect to adoption and approval
of, or amendments to, all equity-based incentive compensation plans
and arrangements for employees, and the shares and amounts reserved
thereunder. The Committee will also periodically review and make
recommendations to the Board with respect to adoption and approval
of, and amendments to, all cash based incentive plans for senior
5. The Committee will: (i) approve grants of stock, stock options or
stock purchase rights to employees eligible for such grants
(including grants in compliance with Rule 16b-3 promulgated under
the Exchange Act to individuals who are subject to Section 16 of
the Exchange Act); (ii) interpret the Stock Plans and agreements
thereunder; and (iii) determine acceptable forms of consideration
for stock acquired pursuant to the Stock Plans. Pursuant to Section
157 of the Delaware General Corporation Law, the Committee may
delegate to the Company's CEO the authority to grant options to
employees of the Company or of any subsidiary of the Company who
are not directors or executive officers, provided that such grants
are within the limits established by Section 157 and by resolution
of the Board of Directors.
6. The Committee will periodically review the Company's policies and
procedures with respect to employee loans, and will not approve any
arrangement in which the Company, directly or indirectly, extends
or maintains credit, arranges for the extension of credit or renews
an extension of credit, in the form of a personal loan to or for
any director or executive officer (or equivalent thereof) of the Company.
The Committee will assist the Board and management of the Company in
complying with this prohibition.
7. The Committee will exercise the powers of the Directors and perform
such duties and responsibilities as may be assigned to a
"committee", this Committee or the Board under the terms of any
incentive-compensation, equity-based, deferred compensation, or
other plan in the Company's executive benefit program.
8. The Committee will prepare an annual report on executive
compensation to the Company's stockholders for inclusion in the
proxy statement for the Company's annual meeting in accordance with
the rules and regulations of the Securities and Exchange Commission
9. The Committee will make regular reports to the Board.
10. The Committee will review this Charter annually and recommend to
the Board any changes it determines are appropriate.
11. The Committee will at least annually review its performance and
submit a report on its performance to the Board.
12. The Committee will have the sole authority and right, as and when
it shall determine to be necessary or appropriate to the functions
of the Committee, at the expense of the Company, to retain and
terminate compensation consultants, legal counsel and other
advisors of its choosing to assist the Committee in connection with
its functions. The Committee shall have the sole authority to
approve the fees and other retention terms of such advisors. The
Company shall provide for appropriate funding, as determined by the
Committee, for payment of compensation to any such advisors
employed by the Committee pursuant to this charter.
13. The Committee will perform any other activities required by
applicable law, rules or regulations, including the rules of the
SEC and any exchange or market on which the Company's capital stock
is traded, and perform other activities that are consistent with
this charter, the Company's certificate of incorporation and
bylaws, and governing laws, as the Committee or the Board deems
necessary or appropriate.
Meetings of the Committee will be held from time to time, in response to the
needs of the Board or as otherwise determined by the Chairman of such Committee,
and the Committee shall provide reports to the Board. In lieu of a meeting, the
Committee may also act by unanimous written consent resolution.
The Committee will maintain written minutes of its meetings, and will file such
minutes with the books and records of the Company.