2003 Committee Charter : VTSS

VITESSE SEMICONDUCTOR CORPORATION
A Delaware corporation
(the "Company")
Nominating and Corporate Governance Committee Charter
Adopted December 17, 2002
Purpose
The Nominating and Corporate Governance Committee (the "Committee") is
created by the Board of Directors of the Company to:
identify individuals qualified to become Board members, and recommend to the
Board director nominees for election at the next annual or special meeting of
shareholders at which directors are to be elected or to fill any vacancies or newly
created directorships that may occur between such meetings;
recommend directors for appointment to Board committees;
evaluate Board performance;
oversee and set compensation for the Company's directors; and
develop and recommend to the Board the Corporate Governance Guidelines and
Code of Business Conduct and Ethics of the Company.
Membership
The Committee shall consist of at least three members, comprised solely of
independent directors meeting the independence requirements of Nasdaq. The
independent members of the Board shall recommend nominees for appointment to the
Committee annually and as vacancies or newly created positions occur. Committee
members shall be appointed by the Board and may be removed by the Board at any time.
The Board shall designate the Chairman of the Committee.
Authority and Responsibilities
In addition to any other responsibilities which may be assigned from time to time
by the Board, the Committee is responsible for the following matters.
Board/Committee Nominees
The Committee shall identify qualified individuals for membership on the
Company's Board of Directors.
The Committee shall establish criteria for Board and Board committee
membership and shall recommend individuals for membership on the Company's
Board of Directors and directors for appointment to the committees of the Board.
In making its recommendations, the Committee shall:
2
(MP) 21352/001/CORP.GOV/nom.charter.doc 12/05/02 10:12 PM
review candidates' qualifications for membership on the Board or a
committee of the Board (including a determination as to the independence
of the candidate) based on the criteria established by the Committee;
in evaluating current directors for re-nomination to the Board or
re-appointment to any Board committees, assess the performance of such
director;
periodically review the composition of the Board and its committees in
light of the current challenges and needs of the Board and each committee,
and determine whether it may be appropriate to add or remove individuals
after considering issues of judgment, diversity, age, skills, background and
experience;
consider rotation of committee members and committee Chairmen; and
consider any other factors that are set forth in the Company's Corporate
Governance Guidelines or are deemed appropriate by the Committee.
Evaluating the Board and its Committees
At least annually, the Committee shall lead the Board in a self-evaluation to
determine whether it and its committees are functioning effectively. The
Committee shall oversee the evaluation process and report on such process and
the results of the evaluations, including any recommendations for proposed
changes, to the Board.
The Committee shall periodically review the size and responsibilities of the Board
and its committees and recommend any proposed changes to the Board.
Director Compensation
The Committee shall review and approve compensation (including stock option
grants and other equity-based compensation) for the Company's directors. In so
reviewing and approving director compensation, the Committee shall:
identify corporate goals and objectives relevant to director compensation;
evaluate the performance of the Board in light of such goals and objectives
and set director compensation based on such evaluation and such other
factors as the Committee deems appropriate and in the best interests of the
Company (including the cost to the Company of such compensation); and
determine any long-term incentive component of director compensation
based on the awards given to directors in past years, the Company's
performance, shareholder return and the value of similar incentive awards
relative to such targets at comparable companies and such other factors as
the Committee deems appropriate and in the best interests of the Company
(including the cost to the Company of such compensation).
3
(MP) 21352/001/CORP.GOV/nom.charter.doc 12/05/02 10:12 PM
Corporate Governance Matters
The Committee shall develop and recommend to the Board the Corporate
Governance Guidelines and Code of Business Conduct and Ethics for the
Company. At least annually, the Committee shall review and reassess the
adequacy of such Corporate Governance Guidelines and Code of Business
Conduct and Ethics and recommend any proposed changes to the Board.
The Committee shall be responsible for any tasks assigned to it in the Company's
Corporate Governance Guidelines.
The Committee shall oversee compliance with the Company's Corporate
Governance Guidelines and Code of Business Conduct and Ethics and report on
such compliance to the Board. The Committee shall also review and consider any
requests for waivers of the Company's Corporate Governance Guidelines or Code
of Business Conduct and Ethics for the Company's directors, executive officers
and other senior financial officers.
The Committee shall review potential conflicts of interest involving directors and
shall determine whether such director or directors may vote on any issue as to
which there may be a conflict.
Director Orientation and Continuing Education
The Committee shall develop and review an orientation and continuing education
program for directors.
Reporting to the Board
The Committee shall report to the Board periodically. This report shall include a
review of any recommendations or issues that arise with respect to Board or
committee nominees or membership, Board performance, corporate governance
or any other matters that the Committee deems appropriate or is requested to be
included by the Board.
At least annually, the Committee shall evaluate its own performance and report to
the Board on such evaluation.
The Committee shall periodically review and assess the adequacy of this charter
and recommend any proposed changes to the Board for approval.
Procedures
The Committee shall meet as often as it determines is appropriate to carry out its
responsibilities under this charter. The Chair of the Committee, in consultation with the
other Committee members, shall determine the frequency and length of the Committee
meetings and shall set meeting agendas consistent with this charter.
4
(MP) 21352/001/CORP.GOV/nom.charter.doc 12/05/02 10:12 PM
The Committee has the sole authority to retain and terminate any search firm
assisting the Committee in identifying director candidates, including sole authority to
approve all such search firm's fees and other retention terms. In addition, the Committee
has the sole authority to retain and terminate any compensation consultant assisting the
Committee in the evaluation of director compensation, including sole authority to
approve all such compensation consultant's fees and other retention terms.
The Committee may delegate its authority to subcommittees or the Chair of the
Committee when it deems appropriate and in the best interests of the Company.