2003 Committee Charter : LSS

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AMENDED AND RESTATED
CHARTER OF THE
HUMAN RESOURCES COMMITTEE OF
LONE STAR TECHNOLOGIES, INC.
(Adopted by the Human Resources Committee on November 22, 2002
and adopted on December 3, 2002 and amended on March 20, 2003 by the Board of Directors)
I. PURPOSE
This Charter (the "Charter") shall govern the operations of the Human Resources
Committee (the "Committee") of the Board of Directors (the "Board") of Lone Star
Technologies, Inc., a Delaware corporation (the "Company"). The Committee will have the
purposes, duties and responsibilities of a public company's "compensation committee" under
applicable rules of the Securities and Exchange Commission (the "SEC") and the New York
Stock Exchange (the "NYSE"). The purpose of this Charter is to assist and direct the Committee
in performing the following primary responsibilities:
  • Review the Company's management development and succession plans;
  • Review compensation plans in which the officers of the Company participate;
  • Discharge the Board's responsibilities relating to the compensation of the
    Company's executives, including evaluating and approving salary increases and
    cash bonus awards for the officers of the Company and its operating subsidiaries;
    (NYSE Manual 303A, 5(b) (Proposed))
  • Review corporate goals and objectives relevant to the compensation of the
    Company's Chief Executive Officer that are set by the Board, evaluate the Chief
    Executive Officer's performance in light of those goals and objectives, and
    recommend to the Board the Chief Executive Officer's compensation level based
    on such evaluation; (NYSE Manual 303A, 5(b) (Proposed))
  • Make recommendations to the Board with respect to incentive compensation plans
    and equity-based plans, including the approval of all awards under the Company's
    Long Term Incentive Plan; and (NYSE Manual 303A, 5(b) (Proposed))
  • Produce an annual report on executive compensation for inclusion in the
    Company's proxy statement in accordance with the rules and regulations of the
    SEC. (NYSE Manual 303A, 5(b) (Proposed))
    II. COMPOSITION
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    The Committee shall be comprised of three or more directors, each of whom has been
    affirmatively determined by the Board to be an "independent director" satisfying the standards
    and rules of the NYSE. (NYSE Manual 303A, 2 (Proposed)) The affirmative determination
    by the Board that Committee members are independent directors shall be made no later than the
    first Board meeting held after the standards and rules of the NYSE regarding director
    independence are adopted.
    Members of the Committee shall be elected by the Board at the annual meeting of the
    Board to serve until their successors are duly elected and qualified. If a member is unable to
    serve a full term, the Board shall elect a replacement. The Chair of the Committee shall rotate
    periodically among members at the discretion of the Board.
    III. MEETINGS
    The Committee shall meet at least once annually, and more frequently as circumstances
    dictate in order to accomplish the purposes and goals set forth in this Charter. Committee
    meetings and communications shall be either in person or by conference telephone call. Minutes
    shall be prepared for each meeting of the Committee, which minutes shall be submitted to the
    Committee for approval at a later meeting. The minutes of all meetings of the Committee shall be
    sent to the Secretary of the Company for filing.
    IV. GOALS AND RESPONSIBILITIES
    The goals and responsibilities of the Committee are as follows:
    Primary Functions
    1. Review the Company's management development and succession plans.
    2. Review compensation plans in which the officers of the Company
    participate.
    3. Discharge the Board's responsibilities relating to the compensation of the
    Company's executives, including evaluating and approving salary
    increases and cash bonus awards for the officers of the Company and its
    operating subsidiaries. (NYSE Manual 303A, 5(b) (Proposed))
    4. Review corporate goals and objectives relevant to the compensation of the
    Company's Chief Executive Officer that are set by the Board, evaluate the
    Chief Executive Officer's performance in light of those goals and
    objectives, and recommend to the Board the Chief Executive Officer's
    compensation level based on such evaluation. (NYSE Manual 303A,
    5(b) (Proposed))
    5. Establish such policies and procedures as the Committee deems
    appropriate so that the Company will not directly or indirectly extend or
    maintain credit, arrange for an extension of credit or renew an extension of
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    credit, in the form of a personal loan to any director or executive officer of
    the Company. (Sarbanes-Oxley 402(a))
    6. Make recommendations to the Board with respect to incentive
    compensation plans and equity-based plans, including the approval of all
    awards under the Company's Long Term Incentive Plan. (NYSE Manual
    303A, 5(b) (Proposed))
    7. Assist the Board in submitting to the Company's stockholders for approval
    all equity compensation plans (including any material revisions to the
    terms thereof and any repricing of existing stock options) except those
    equity compensation plans consisting of inducement options, plans
    relating to mergers or acquisitions, tax qualified and excess benefit plans,
    and other plans with respect to which stockholder approval is not required
    by the standards and rules of the NYSE. (NYSE Manual 303A, 8
    (Proposed))
    8. Produce an annual report on executive compensation for inclusion in the
    Company's proxy statement in accordance with the rules and regulations
    of the SEC. (NYSE Manual 303A, 5(b) (Proposed))
    Miscellaneous
    9. Report regularly to the Board.
    10. Form and delegate authority to subcommittees when appropriate.
    11. Obtain advice and assistance from internal or external legal, accounting or
    other advisors.
    12. Annually perform an evaluation of the Committee's performance, report
    the results of such evaluation to the Board and receive directions or
    suggestions from the Board on areas in which the Committee's
    performance could be improved. (NYSE Manual 303A, 5(b)(iii)
    (Proposed))
    13. Cause the Company to (i) maintain on its website a copy of this Charter
    and (ii) indicate in its annual report that such information is available on
    the Company's website or in printed form upon request. (NYSE Manual
    303A, 9 - Commentary (Proposed))