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This excerpt taken from the XIDE DEF 14A filed Jul 24, 2009. Compensation
Committee Activities
The Committee’s responsibilities include reviewing and
approving corporate goals and objectives relevant to the
compensation of our Chief Executive Officer (“CEO”)
and, based on the evaluation of the CEO’s performance
against these goals and objectives, recommending the CEO’s
compensation to the Board. The Committee is also responsible for
reviewing and approving the compensation for all named executive
officers and certain other key employees, overseeing the
administration of our compensation and benefits plans, including
both our short-term cash incentive and long-term equity
incentive compensation plans, and making recommendations to the
Board regarding director compensation.
The Committee’s responsibilities are enumerated in full
detail in the Committee’s charter, which is reviewed
annually. The charter, originally adopted on May 12, 2004,
was most recently amended on March 26, 2009, principally to
address the Committee’s responsibilities regarding the
Company’s general compensation philosophy, and on
June 3, 2009, to provide that the Committee would recommend
and the Board approve equity grants to executive officers
subject to reporting requirements under Section 16 of the
Securities Act of 1934. A copy of the charter can be found under
the Investor Relations page of our website:
http://ir.exide.com/committees.cfm.
This excerpt taken from the XIDE DEF 14A filed Jul 28, 2008. Compensation
Committee Activities
The Committee’s responsibilities include reviewing and
approving corporate goals and objectives relevant to the
compensation of our Chief Executive Officer (“CEO”)
and, based on the evaluation of the CEO’s performance
against these goals and objectives, recommending the CEO’s
compensation to the Board. The Committee is also responsible for
approving the compensation for all named executive officers and
certain other key employees, overseeing the administration of
our compensation and benefits plans, including both our
short-term cash incentive and long-term equity incentive
compensation plans, and making recommendations to the Board
regarding director compensation.
The Committee’s responsibilities are enumerated in full
detail in the Committee’s charter, which is reviewed
annually. The charter, originally adopted on May 12, 2004,
was amended and approved by the Board on November 2, 2005.
The charter was most recently amended on March 22, 2007,
principally to address additional responsibilities related to
completion of the Compensation Discussion and Analysis for each
year’s proxy statement. A copy of the charter can be found
under the Investor Relations page of our website:
http://ir.exide.com/committees.cfm.
This excerpt taken from the XIDE DEF 14A filed Jul 16, 2007. Compensation
Committee Activities
The Committee’s responsibilities include reviewing and
approving corporate goals and objectives relevant to the
compensation of our Chief Executive Officer (“CEO”)
and, based on this evaluation, recommending the CEO’s
compensation to the Board. The Committee is also responsible for
approving the compensation for all other executive officers and
certain other key employees, overseeing the administration of
our compensation and benefits plans, including our short-term
cash incentive and long-term equity incentive compensation
plans, and making recommendations to the Board regarding
compensation for Board members.
The Committee delegates to the Benefits Administration Committee
and the Benefits Investment Committee comprised of members of
senior management, responsibilities related to administration
and management of our various health and welfare plans for our
U.S. employees. Additionally, the Committee delegates its
responsibility to the Executive Vice President — Human
Resources and Communications
(“EVP-HR”)
for administration of our 2004 Stock Incentive Plan, including
responsibilities relating to creating foreign sub-plans to
comply with foreign tax laws for
non-U.S. participants,
monitoring the un-issued options and restricted stock in the
2004 Plan and issuing award agreements.
The Committee’s responsibilities are enumerated in full
detail in the Committee’s charter. The charter, originally
adopted on May 12, 2004, was amended and approved by the
Board on November 2, 2005. The charter was further amended
on March 22, 2007, principally to address additional
responsibilities related to completion of the Compensation
Discussion and Analysis for each year’s proxy statement. A
copy of the charter can be found under the Investor Relations
page of our website: http://ir.exide.com/committee.cfm.
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