2003 Committee Charter : MIPS

MIPS Technologies, Inc.
Compensation and Nominating Committee Charter
(Adopted by the Board of Directors on November 12, 2003)
Organization
The Compensation and Nominating Committee is a standing committee of the Board of
Directors whose primary objective is to oversee, review and approve compensation for
executive officers of the Company, evaluate the performance of the Company's Chief
Executive Officer, review and administer (except as otherwise delegated by the Board)
the Company's stock plans and nominate prospective Board Members.
The Compensation and Nominating Committee will consist of at least three members of
the Board of Directors, all of whom will be non-employees of the Company and will
qualify as "outside directors" as required under Section 162(m) of the Internal Revenue
Code and "independent directors" as defined in applicable stock exchange rules.
Committee members and the committee chair will be designated by the Board
periodically.
Responsibilities
To best carry out its responsibilities, the committee's policies and procedures should
remain flexible in order to address changing conditions. Specific responsibilities of the
committee include:
  • Develop performance criteria for and periodically evaluate the performance of the
    Chief Executive Officer, which evaluation shall be given in writing annually prior to
    the filing of the proxy statement. Review and recommend for approval to the Board
    of Directors his or her compensation, including salary, stock and incentive
    compensation.
  • Review and approve the CEO's proposals for the officers' and Vice Presidents'
    compensation, including salary, stock and incentive compensation arrangements, as
    well as other benefits programs.
  • Review and approve any such compensation which is intended to qualify as
    "performance-based" and is intended to be excluded from the limits of Section
    162(m) of the Internal Revenue Code.
  • Except as otherwise delegated by the Board, administer all of the Company's stock
    plans and review and approve grants under these plans for employees at all levels
    except the CEO.
    -2-
  • Act as "Administrator" of the Company's 1998 Long-Term Incentive Plan and the
    2002 Non-Qualified Stock Option Plan (the "Plans") and the "Committee" under the
    Plans to administer the Plans and exercise the powers and authority granted to said
    Committee under the Plans.
  • Periodically review the performance of the key executives and prepare and
    recommend the succession plans for the key positions.
  • Review and make recommendations regarding the desirable size and composition of
    the Board, on annual basis.
  • Review and make recommendations regarding the appropriate skills and
    characteristics required of Board members, on an annual basis. This assessment
    should include such factors as diversity, age, skills (such as understanding of the
    Company's industry and the markets it serves, financial expertise, international
    background, and other skills relevant to the Company's business) and the perceived
    needs of the Board at that point in time. The Committee also will consider an
    individual's primary professional responsibilities and other board memberships in
    light of the time commitments involved and the degree to which those experiences
    will complement his or her service on the Company's Board.
  • Review and make recommendations regarding candidates for service on the Board of
    Directors.
  • Review Board members' performance with the Board Chairman.
  • Review and recommend to the Board of Directors the directors' compensation plan.
  • Review management's overall human resources and benefits policies and strategies.
  • Regularly prepare minutes of all meetings and report its activities to the general
    meeting of the Board of Directors.
    Resources
    The Company's Vice President of Human Resources or the designated Vice President in
    charge of Human Resources will be management's primary liaison to the committee. The
    committee will have access to the information and resources it deems necessary for it to
    properly carry out its duties.
    The committee shall have the authority to retain outside counsel and any other advisors as
    the committee may deem appropriate in its sole discretion and will receive adequate
    funding from the Company to engage such counsel and advisors.