The Management Development and Compensation Committee of the Board of Directors
(the "Board") of Vertex Pharmaceuticals Incorporated (the
"Company") shall have the responsibility, authority and duties
described in this Charter.
The Committee shall be comprised of at least three members of the Board, each
of whom shall be appointed, and may be removed at any time with or without
cause, by the Board. All members of the Committee shall satisfy the
independence requirements of the Nasdaq Stock Market,
the Securities and Exchange Commission and applicable law. The Board may
designate one member of the Committee as the Chair.
The purpose of the Committee shall be to discharge the Board's responsibilities
relating to compensation of the Company's executives, review and approve the
Company's benefit and equity plans and plan for the succession of the Chief
Executive Officer position of the Company.
In furtherance of this purpose, the Committee shall be responsible for:
Assessing the overall compensation structure of the Company and adopting
a written statement of compensation philosophy and strategy, selecting an
appropriate peer group, and periodically reviewing executive compensation in
relation to that peer group;
Reviewing and approving the corporate goals and objectives relating to
the compensation of the Chief Executive Officer, evaluating the performance of
the Chief Executive Officer in light of those goals and objectives, and making
appropriate recommendations for improving performance;
· Recommending to the Board the compensation of
the Chief Executive Officer on the basis of the annual evaluation;
· Reviewing and recommending to the Board for
approval all compensation for all other executive officers of the Company;
· Administering and reviewing all executive
compensation programs and equity–based plans of the Company; and
the maintenance and presentation to the Board of management's plans for
succession to the Chief Executive Officer position of the Company.
The Committee shall have the authority to retain compensation consultants,
outside counsel, and other advisors, as the Committee may deem appropriate. The
Committee shall have sole authority to approve related fees and retention terms
for any such advisors.
The Committee shall have the authority to delegate any of its responsibilities
to individual members of the Committee to the extent deemed appropriate by the
Committee in its sole discretion, but subject always to the general oversight
of the Board.
The Committee shall report its actions and 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 and
reassess this charter and submit any recommended changes to the Board for its
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