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CHARTER OF THE HUMAN RESOURCES AND COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF APPLIED MATERIALS, INC.
TABLE OF CONTENTS
The primary purpose of the Human Resources and Compensation Committee (the "Committee") is to direct the appropriate development of the human capabilities of Applied Materials, Inc. (the "Company"). The Company's Board of Directors (the "Board") and the Committee recognize that developing the capabilities of the Company's executives and employees is vital to the Company's ability to capitalize on its opportunities and increase long-term stockholder value. Accordingly, the Committee's most important goal is to oversee the Company's programs that foster executive and employee development and retention, with emphasis on leadership development, management capabilities and succession plans. In furtherance of its primary goal, the Committee also determines executive compensation and oversees significant employee benefits programs, policies and plans relating to the Company's executives and employees. As appropriate, the Committee's activities are reported to the full Board.
The Committee shall consist of no fewer than two directors. Each member of the Committee shall (1) be a "non-employee director," as defined in Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the "1934 Act"), (2) be an "outside director," as defined in Section 162(m) of the Internal Revenue Code of 1986, as amended, (3) be independent as determined in accordance with Nasdaq rules; and (4) meet the requirements for compensation committee members under Nasdaq rules. One member of the Committee shall be the Chair. Members of the Committee and its Chair shall be appointed and may be removed by the Board. Interlocking Committee memberships (e.g., company chief executive officers sitting on each other's compensation committees) shall be avoided. In the event any one of the appointed Committee members ceases to be a non-employee, outside and independent director, the Board will promptly select another non-employee, outside or independent director to serve on the Committee as a replacement.
The Committee has responsibility for a broad range of overall strategic Company human resources programs, compensation, benefits, and equity plan issues. The Committee evaluates, oversees, administers, reviews and/or approves the Company's primary strategies for executive and employee development and retention, with emphasis on leadership development, management capabilities and succession plans. The Committee seeks to assure that the Chief Executive Officer ("CEO"), other officers, and key management of the Company are compensated and motivated effectively in a manner consistent with competitive practices/trends, the requirements of appropriate regulatory bodies, the compensation principles and strategies of the Company, and fiduciary and corporate responsibility, including internal equity considerations.
In carrying out the purposes set forth above, the Committee shall:
The Committee shall have the authority, in its sole discretion, to retain or obtain the advice of a compensation consultant, independent legal counsel and other advisor, with funding provided by the Company. The Committee shall be directly responsible for the appointment, compensation and oversight of the work of any compensation consultant, independent legal counsel and other advisor retained by the Committee. The Committee shall review and assess the independence of its compensation consultant, legal counsel and other advisors in accordance with, and taking into consideration the factors set forth in, Rule 10C-1(b)(4) of the 1934 Act.
The Committee shall have the authority to delegate any of its responsibilities to subcommittees, other members of the Board or employees of the Company, as the Committee in its sole discretion may deem appropriate.
The Committee shall meet at least annually or more frequently as appropriate.
Committee meetings generally will be held in conjunction with Board meetings. Special meetings of the Committee (in person or telephonic) may be called by the Board Chair or by any Committee member.
The Committee shall have the authority to invite members of the Company’s management to attend Committee meetings, as it deems appropriate. However, the CEO shall not be present during voting or deliberations on his or her compensation. The Committee shall also have the authority to invite its compensation consultant, independent legal counsel and other advisor to attend Committee meetings, as it deems appropriate.