FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC.
CHARTER OF THE COMPENSATION COMMITTEE
OF THE BOARD OF DIRECTORS
(As amended through May 2, 2007)
Purpose
The compensation committee is appointed by the board of directors to discharge the board’s responsibilities relating to compensation of the company’s directors and officers. The committee has overall responsibility for approving and evaluating the director and officer compensation plans, policies and programs of the company.
The compensation committee is also responsible for reviewing and discussing with management the company's compensation discussion and analysis and related disclosures required by the Securities and Exchange Commission to be included in the company's proxy statement, and producing the compensation committee report on executive compensation for inclusion in the company’s proxy statement.
Committee Membership
The committee shall consist of no fewer than three members. The members of the committee shall meet the independence requirements of the New York Stock Exchange.
The members of the committee shall be appointed by the board on the recommendation of the nominating and governance committee. Compensation committee members may be replaced by the board.
Committee Authority and Responsibilities
1. The compensation committee shall have the sole authority to retain and terminate any compensation consultant to be used to assist in the evaluation of director, CEO or senior executive compensation and shall have sole authority to approve the consultant’s fees and other retention terms. The compensation committee shall also have authority to obtain advice and assistance from internal or external legal, accounting or other advisors.
2. The compensation committee shall annually review and approve corporate goals and objectives relevant to CEO compensation, evaluate the CEO’s performance in light of those goals and objectives, and set the CEO’s compensation levels based on this evaluation. In determining the long-term incentive component of CEO
compensation, the compensation committee will consider the company’s performance and relative stockholder return, the value of similar incentive awards to CEOs at comparable companies, and the awards given to the CEO in past years.
3. For each officer of the company other than the CEO (as “officer” is defined by SEC Rule 16a-1(f)), the compensation committee shall review and approve all elements of such officer’s compensation, including but not limited to (a) the annual base salary level, (b) the annual target bonus level, expressed as a percentage of base salary, under the company incentive program, (c) equity compensation, (d) employment agreements, severance arrangements, and change in control agreements/provisions, in each case as applicable and when and if appropriate, and (e) any special or supplemental benefits or arrangements.
4. The compensation committee shall review and make recommendations to the board with respect to the compensation of all directors.
5. The compensation committee shall review, oversee and administer the 2000 Executive Stock Option Plan, the Fairchild Semiconductor Stock Plan and the Fairchild Semiconductor 2007 Stock Plan, and shall have oversight of management’s administration of the Fairchild Semiconductor International, Inc. Employee Stock Purchase Plan, within the authority delegated by the board and provided for under the plans.
6. The compensation committee may form and delegate authority to subcommittees when appropriate.
7. The compensation committee may consult with other committees or members of the board of directors or with the CEO and other officers of the company as the committee deems appropriate, and shall make regular reports to the board.
8. The compensation committee shall oversee the development of, and periodically review, document and communicate, the company’s overall compensation philosophy and strategies, including with respect to wage competitiveness in the semiconductor industry.
9. The compensation committee shall review and reassess the adequacy of this Charter annually and recommend any proposed changes to the board for approval. The compensation committee shall annually review its own performance.
Approved and adopted by the board of directors
of the company on November 20, 2002.
Amended February 1, 2005.
Amended May 3, 2006.
Amended May 2, 2007.
Ronald W. Shelly
Charles P. Carinalli
