Google (GOOG)

Review and approve Google’s general compensation strategy.

Establish annual and long-term performance goals for Google’s CEO and other executive officers.

Conduct and review with the Board of Directors an annual evaluation of the performance of the CEO and other executive officers of Google.

Evaluate the competitiveness of the compensation of the CEO and the other executive officers.

Review and make recommendations to the Board of Directors regarding the salary, bonuses, equity awards, perquisites and other compensation and benefit plans for the CEO.

Review and approve all salaries, bonuses, equity awards, perquisites and other compensation and benefit plans for the other executive officers of Google.

Review and approve the terms of any offer letters, employment agreements, termination agreements or arrangements, change-in-control agreements, indemnification agreements and other material agreements between Google and its executive officers.

Act as the administering Committee for Google’s stock and bonus plans and for any equity or cash compensation arrangements that may be adopted by Google from time to time, with such authority and powers as are set forth in the respective instruments establishing such arrangements, including establishing performance metrics, determining bonus payouts and granting equity awards to employees and executive officers.

Provide oversight for Google’s overall compensation plans and benefit programs, monitor trends in executive and overall compensation and make recommendations to the Board of Directors with respect to improvements to such plans and programs or the adoption of new plans and programs.

Review and approve compensation programs as well as salaries, fees, bonuses and equity awards for non-employee members of the Board of Directors.

Review plans for the development, retention and succession of executive officers of Google.

Review executive education and development programs.

Monitor total equity usage for compensation and establish appropriate equity dilution levels.

Report regularly to the Board of Directors on the Committee’s activities.

Review and discuss with management the annual Compensation Discussion and Analysis (CD&A) disclosure regarding named executive officer compensation and, based on this review and discussions, recommend including the CD&A disclosure in Google’s annual public filings.

Prepare and approve the annual Leadership Development and Compensation Committee Report to be included in Google’s annual public filings.

Perform a review, at least annually, of the performance of the Committee and its members and report to the Board of Directors on the results of this review. In addition, the Committee shall review and reassess periodically this Charter and recommend to the Board of Directors any improvements to this Charter that the Committee considers necessary or valuable.

The Committee can delegate any of its responsibilities to the extent allowed under applicable law.

The Committee has the power to investigate any matter brought to its attention, with full access to all Google books, records, facilities and employees. The Committee also has the power to obtain advice, reports or opinions from internal or external counsel and expert advisors in order to help it perform its responsibilities.