| Technology and Growth Strategy Committee Charter |
 |
|
|
|
VARIAN SEMICONDUCTOR EQUIPMENT ASSOCIATES, INC.
Technology and Growth Strategy Committee Charter
- Purpose
The purpose of the Technology and Growth Strategy Committee is to periodically examine management’s direction and investment in Varian Semiconductor Equipment Associates, Inc.’s (the “Company”) research, development, technology and growth initiatives and report periodically to the Board on such matters.
- Structure and Membership
- Number. The Technology and Growth Strategy Committee shall consist of such number of directors as the Board shall from time to time determine.
- Chair. Unless the Board elects a Chair of the Technology and Growth Strategy Committee, the Committee shall elect a Chair by majority vote.
- Compensation. The compensation of Technology and Growth Strategy Committee members shall be as determined by the Board.
- Selection and Removal. Members of the Technology and Growth Strategy Committee shall be appointed by the Board. The Board may remove members of the Technology and Growth Strategy Committee from such Committee, with or without cause.
- Authority and Responsibilities
- The Technology and Growth Strategy Committee shall review, evaluate and, from time to time, report to the Board regarding (i) long-term strategic goals and objectives, (ii) the quality and direction of the Company’s research and development (“R&D”) programs and (iii) the soundness and risks associated with technologies in which the Company is investing its R&D efforts.
- The Technology and Growth Strategy Committee shall monitor, evaluate and, from time to time, report to the Board on significant technology and growth issues and future trends relevant to the Company.
- The Technology and Growth Strategy Committee shall monitor, evaluate and, from time to time, report to the Board on the Company’s approach to acquiring and maintaining new technologies and the Company’s strategies relative to emerging technologies.
- The Technology and Growth Strategy Committee shall assist in expanding the technology awareness of the Board and Company’s management.
- The Technology and Growth Strategy Committee may consider such other matters regarding technology development, R&D and intellectual property as the Committee, in its discretion, may determine to be advisable.
- Procedures and Administration
- Meetings. The Technology and Growth Strategy Committee shall meet as often as it deems necessary in order to perform its responsibilities. The Committee shall keep such records of its meetings as it shall deem appropriate.
- Charter. The Technology and Growth Strategy Committee shall, from time to time as it deems appropriate, review and reassess the adequacy of its Charter and recommend any proposed changes to the Board for approval.
- Independent Advisors. The Technology and Growth Strategy Committee shall have the authority to engage such independent legal and other advisors or consultants as it deems necessary or appropriate to carry out its responsibilities. Such independent advisors may be the regular advisors to the Company. The Committee is empowered, without further action by the Board, to cause the Company to pay the compensation of such advisors as established by the Committee.
- Investigations. The Technology and Growth Strategy Committee shall have the authority to conduct or authorize investigations into any matters within the scope of its responsibilities as it shall deem appropriate, including the authority to request any officer, employee or advisor of the Company to meet with the Committee or any advisors engaged by the Committee.
|
 |
|