Charter for Compensation Committee
Bell Industries, Inc.
Charter for Compensation Committee
1. The purpose of the Compensation Committee (the "Committee") of the Board of Directors (the "Board") of Bell Industries, Inc. is (i) to discharge the Board's responsibilities relating to compensation of the Company's directors and officers, (ii) to review and recommend to the Board, compensation plans, policies and benefit programs, as well as approve CEO compensation, and (iii) to prepare the report on executive compensation required to be included in the Company's annual proxy statement.
2. The Committee will consist of not fewer than three members each of whom shall be a director who satisfies the independence requirements of the American Stock Exchange. One member shall serve as Chairman of the Committee. The members of the Committee shall serve one-year terms, and shall be appointed by the Board annually on the day of the Annual Meeting of Shareholders or on such other date as the Board shall determine. Members of the Committee may be removed or replaced by the Board.
3. The Committee shall meet with such frequency and at such intervals as it shall determine is necessary to carry out its duties and responsibilities, but in any case, at least two times each year. Meetings of the Committee may be called as needed by the Committee Chairman or the Chairman of the Board. The Committee Chairman will preside, when present, at all meetings of the Committee. The Committee may meet in person or via teleconference and may take action by written consent. Minutes of each meeting will be maintained with the Corporate records.
4. The Committee shall perform the following functions:
• Provide oversight and guidance for compensation and benefit programs for all employees of the Company.
• Review and approve corporate goals and objectives relevant to CEO compensation, evaluate the CEO's performance, and have authority to determine the CEO's compensation.
• Review and approve other significant terms of employment for the CEO.
• Review and approve compensation for the Corporate Officers as presented by the CEO.
• Review and make recommendations to the Board with respect to incentive compensation plans and equity-based plans.
• Review and make recommendations to the Board on matters concerning the directors' compensation.
• Following each Committee meeting, report at the next meeting of the full Board all significant items discussed at the Committee meeting.
• Review the Compensation Committee Charter on at least an annual basis and recommend changes to the Charter to the full Board as appropriate.
ADOPTED BY THE BOARD OF DIRECTORS ON APRIL 13, 2004.
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