2003 Other Charter: LULUCENT TECHNOLOGIES INC.
BOARD OF DIRECTORS TECHNOLOGY COMMITTEE CHARTER
The Technology Committee shall regularly review and appraise the major technological programs being undertaken by Bell Laboratories and other research and development organizations of the Company and ensure that these research and development activities prudently support the overall business objectives and strategies of the Company.
The Technology Committee shall also review major trends in the marketplace for the Company's products and services and assess technologies vital to maintaining the Company's technological leadership.
The Technology Committee will consist of at least two members, all of whom are members of the Board. One member shall serve as Chairman of the Committee.
Committee Meetings - Operating Principles
The Technology Committee shall hold meetings at least two times each fiscal year, and at any additional time as either the Board or Committee deems necessary.
Committee meetings normally will occur in conjunction with and immediately prior to meetings of the Board. However, special meetings of the Committee may be called as needed by the Committee Chairman or the Chairman and CEO.
The Committee may request that members of management and employees in the Company's technical community be present as needed in order to execute the Committee's primary responsibilities.
The President of the Bell Laboratories unit will be engaged with, and supportive of, a proactive philosophy that anticipates and shares with the Committee current issues and significant concerns.
Minutes of each meeting will be kept and distributed to the Board of Directors and will be maintained by the Secretary with Board minutes.
Review the overall strategy of the Company in developing its technology and critically review the Company's progress to determine whether it is taking the best approach;
Review the Company's planned investments in Research & Development as well as the actual expenditures; and
Communicate the Committee's recommendations to the Company's management and Board.
Perform a self-assessment every three years.
Recommend revisions in the Committee Charter as business conditions dictate.
Report at the next meeting of the Board all significant items discussed at any Technology Committee meeting.
Take such further action or provide such further advice as the Board of Directors may from time to time request.