MIPS Technologies, Inc.
2003 Committee Charter : MIPS
Compensation and Nominating Committee Charter
(Adopted by the Board of Directors on November 12, 2003)
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
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
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, including salary, stock and incentive compensation arrangements, as
well as other benefits programs.
"performance-based" and is intended to be excluded from the limits of Section
162(m) of the Internal Revenue Code.
plans and review and approve grants under these plans for employees at all levels
except the CEO.
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.
recommend the succession plans for the key positions.
the Board, on annual basis.
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.
meeting of the Board of Directors.
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.