2003 Committee Charter : UTEK
Charter of the Nominating and Corporate Governance Committee
of the Board of Directors of
Ultratech Stepper, Inc.
Adopted as of January 28, 2003
The primary purposes of the committee are to (a) recommend to the board of directors the
individuals qualified to serve on the company's board of directors for election by stockholders at
each annual meeting of stockholders and to fill vacancies on the board of directors (nominations
and appointments must be approved by a majority of independent directors), (b) implement the
board's criteria for selecting new directors, (c) develop, recommend to the board, and assess
corporate governance policies for the company, and (d) oversee the evaluation of the board.
(a) At Least Two Members. The committee shall consist of at least two directors.
The board shall designate a committee member as the chairperson of the committee, or if the
board does not do so, the committee members shall appoint a committee member as chairperson
by a majority vote of the authorized number of committee members.
(b) Independence. All committee members shall be independent as defined in the
listing standards of the Nasdaq National Market in effect from time to time (the "listing
(c) Appointment. Subject to the requirements of the listing standards, the board may
appoint and remove committee members in accordance with the company's bylaws. Committee
members shall serve for such terms as may be fixed by the board, or at the will of the board if no
specific term is fixed. The board may fill vacancies on the committee by a majority vote of the
authorized number of directors, but may remove committee members only with the approval of a
majority of the independent directors then serving on the full board.
3. Functions. The committee shall:
(a) Qualifications of Directors: periodically assess, develop and communicate with
the full board concerning the appropriate criteria for nominating and appointing directors,
including the board's size and composition; corporate governance policies; applicable listing
standards and laws; individual director performance, expertise, experience and willingness to
serve actively; number of other public and private company boards on which a director candidate
serves; consideration of director nominees timely proposed by stockholders in accordance with
the bylaws; and other appropriate factors.
(b) Director Nominees and Vacancies: nominate individuals for election as directors
at each annual meeting of stockholders and appoint individuals to fill vacancies on the board of
directors in consultation with the company's chief executive officer, subject to approval by the
board of directors which shall include approval by a majority of the independent directors and
subject to legal rights, if any, of third parties to nominate or appoint directors.
(c) Committee Appointments: if and when requested periodically by the board,
identify and recommend to the board the appointees to be selected by the board for service on the
committees of the board.
(d) Retention of Search Firm: have authority to retain and terminate any search firm
used to identify director candidates and to approve the search firm's fees and other retention
(e) CEO Consultation: actively consult with the company's chief executive officer
as representative of the company's management prior to recommending to the board the
nomination of any incumbent or new director nominees for election at the annual meeting or
appointment to fill a vacancy.
(f) Governance Policies: develop, assess and make recommendations to the board
concerning appropriate corporate governance policies.
(g) Board Evaluation: oversee an annual review of the performance of the full board.
(h) Other Functions: perform any other activities consistent with this charter, the
bylaws and applicable listing standards and laws as the committee or the board of directors
(i) Annual Performance Review: evaluate its own performance as a committee and
this charter on an annual basis.
4. Meetings, Reports and Resources.
(a) Meetings. The committee shall meet at least annually and as often as necessary
to carry out its responsibilities. The committee may also hold special meetings or act by
unanimous written consent as the committee may decide. The committee may meet in separate
executive sessions with other directors, the chief executive officer and other company employees,
agents or representatives invited by the committee.
(b) Procedures. The committee may establish its own procedures, including the
formation and delegation of authority to subcommittees, in a manner not inconsistent with this
charter, the bylaws or the listing standards. The chairperson or majority of the committee
members may call meetings of the committee. A majority of the authorized number of committee
members shall constitute a quorum for the transaction of committee business, and the vote of a
majority of the committee members present at a meeting at which a quorum is present shall be the
act of the committee, unless in either case a greater number is required by this charter, the bylaws
or the listing standards. The committee shall keep written minutes of its meetings and deliver
copies of the minutes to the corporate secretary for inclusion in the corporate records.
(c) Reports. The committee will report its director nominees for the annual meeting
of stockholders to the board at an appropriate time prior to preparation of the company's proxy
statement for the annual meeting. The committee shall also report to the board annually the
results of (1) an oversight review of the performance of the board of directors, (2) the
committee's assessment of the company's corporate governance policies and implementation, and
(3) an annual review by the committee of its own performance. The committee shall also report to
the board on the major items covered by the committee at each committee meeting, and provide
additional reports to the board as the committee may determine to be appropriate.
(d) Committee Access and Resources. The committee is at all times authorized to
have direct, independent and confidential access to the company's other directors, management
and personnel to carry out the committee's purposes. The committee is authorized to retain at the
company's expense independent counsel or other advisers selected by the committee for matters
related to the committee's purposes.
(e) Reliance on Others. Nothing in this charter is intended to preclude or impair the
protection provided in Section 141(e) of the Delaware General Corporation Law for good faith
reliance by members of the committee on reports or other information provided by others.