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MANAGEMENT DEVELOPMENT AND COMPENSATION
COMMITTEE CHARTER
(adopted as of January 13, 2004 and amended as of April 27, 2007)
The Management Development and Compensation Committee of the Board of Directors of Centillium Communications, Inc. shall consist of a minimum of two directors, with the exact number being determined by the Board. Members of the committee shall be appointed by the Board of Directors and may be removed by the Board of Directors in its discretion. All members of the committee shall satisfy the standards for independence and non-employee director status under applicable securities and tax laws and regulations and under Nasdaq rules.
The purpose of the committee shall be to assist the Board of Directors in carrying out its responsibility relating to executive compensation, to make recommendations to the Board with respect to major compensation plans, policies and programs of the Company, and to comply with the reporting and other responsibilities that may be allocated to the committee by applicable law and Nasdaq listing rules from time to time.
In furtherance of this purpose, the committee shall have the following authority and responsibilities:
1. To assist the Board in developing and evaluating potential candidates for executive positions, including the chief executive officer, and to oversee the development of executive succession plans.
2. To review on an annual basis and make a recommendation to the Board regarding the corporate goals and objectives with respect to compensation for the chief executive officer. The committee shall evaluate at least once a year the chief executive officer's performance in light of these established goals and objectives and based upon these evaluations shall make a recommendation to the Board regarding the chief executive officer's annual compensation, including salary, bonus, incentive and equity compensation.
3. To review on an annual basis and make a recommendation to the Board regarding the evaluation process and compensation structure for the company's officers. The committee shall evaluate the performance of the company's senior executive officers and shall make a recommendation to the Board regarding the annual compensation, including salary, bonus, incentive and equity compensation, for such senior executive officers. The committee shall also provide oversight of the Company’s compensation strategy to ensure that employees of the Company are rewarded appropriately for their contributions to company growth and profitability.
4. To review the company's incentive compensation and other stock-based plans, and the terms and conditions of contracts with executive officers relating to compensation upon termination of employment or a change of control of the Company, and recommend changes in such plans and contracts to the Board as needed.
5. To have full access to the Company’s executives and personnel as necessary to carry out its responsibilities.
6. To (i) review and discuss with management the Company’s disclosures under “Compensation Discussion and Analysis” and, based on that review and discussion, make a recommendation to the Board as to whether the CD&A should be included in the Company’s annual report on Form 10-K and, as applicable, the Company’s proxy statement, and (ii) prepare and publish an annual report of the committee in the company's proxy statement, all to the extent required by applicable SEC regulations.
7. To make recommendations to the entire Board regarding the fees and other compensation to be paid to members of the Board for their services as directors and as members of Board committees.
8. To perform any other activities related to executive compensation as may be assigned from time to time by the Board, and to perform any other activities consistent with this Charter, the Company’s Bylaws and governing law as the Committee or the Board deems necessary or appropriate, including but not limited to granting stock options to employees of the Company in accordance with any such authority that the Board may decide to delegate.
The committee shall have the authority to delegate any of its responsibilities to subcommittees as the committee may deem appropriate in its sole discretion.
The committee shall have authority to retain such compensation consultants, outside counsel and other advisors as the committee may deem appropriate in its sole discretion. The committee shall have sole authority to approve related fees and retention terms.
The committee shall report its actions and any recommendations to the Board after each committee meeting and shall conduct and present to the board an annual performance evaluation of the committee. The committee shall review at least annually the adequacy of this charter and recommend any proposed changes to the Board for approval.
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