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|Compensation Committee Charter|
|Barry J. Alperin|
|Joseph L. Herring|
|Bradley T. Sheares, Ph.D.|
HENRY SCHEIN, INC.
COMPENSATION COMMITTEE CHARTER
Amended and Restated as of March 1, 2016
One committee of the Board of Directors (the “Board”) will be known as the Compensation Committee (the “Compensation Committee”). Committee members will be independent of the management of the Company and free of any relationship that would interfere with their exercise of independent judgment as committee members. The Compensation Committee must be comprised entirely of members who satisfy the definition of “independent director” under the rules of The Nasdaq Stock Market (“Nasdaq”), as in effect from time to time. Each member of the Compensation Committee shall also be (i) a “non-employee director” as defined in the rules of the Securities and Exchange Commission (“SEC”), as in effect from time to time; and (ii) an “outside director” as defined in Section 162(m) of the Internal Revenue Code of 1986, as amended (“Section 162(m)”), as in effect from time to time. The Compensation Committee shall consist at all times of no fewer than two members. The members of the Compensation Committee shall be appointed and replaced by the Board.
The Compensation Committee has the responsibility, as delegated by the Board, for reviewing and approving: (i) all equity-based compensation plans, including, without limitation, stock option, restricted stock and restricted stock unit plans in which officers or employees may participate; (ii) the Company’s ERISA and other employee and executive benefits plans, and all related policies, programs and practices (collectively, “Benefit Plans”); and (iii) arrangements with executive officers relating to their employment relationships with the Company, including, without limitation, incentive compensation plans, employment agreements, severance agreements, supplemental pension or savings arrangements, change in control agreements and restrictive covenants. The Compensation Committee has overall responsibility for approving and evaluating the Company’s compensation and benefit plans, policies and programs as set forth above.
The Compensation Committee is also responsible for overseeing compliance with respect to disclosure of executive and director compensation information for inclusion in the Company’s proxy statement relating to the annual meeting of stockholders and reviewing certain other information concerning executive and director compensation that is required to be included in other periodic and current reports filed with the SEC.
The Compensation Committee has the responsibility, as delegated by the Board, for reviewing and approving the compensation of the executive officers of the Company and the compensation philosophy, strategy, program design, and administrative practices to align with, and support the Company’s operating and financial objectives and the financial interests of the Company’s stockholders. The compensation program to be reviewed and approved by the Compensation Committee consists of all forms of compensation, including salaries, cash incentives, stock options and other stock-based awards, benefits and perquisites.
The Compensation Committee may form subcommittees and delegate authority to such subcommittees as it deems appropriate.
The Compensation Committee has the authority, in its sole discretion to retain any consultant, legal counsel or other adviser to assist in the evaluation of executive compensation. The Compensation Committee shall be directly responsible for the appointment, compensation and oversight of the work of any compensation consultant, legal counsel and other adviser retained by the Compensation Committee; provided, however, that the foregoing shall not be construed:
The Company shall provide for appropriate funding, as determined by the Compensation Committee, in its capacity as the compensation committee of the board of directors, for payment of reasonable compensation to a compensation consultant, legal counsel or any other adviser retained by the Compensation Committee.
The Compensation Committee may select an external compensation consultant, legal counsel or other adviser to the Compensation Committee (whether or not independent) only after taking into account factors it considers appropriate or as may be required by law or under the Nasdaq listing standards, including the following factors (solely to the extent required by the Nasdaq listing standards):
The Compensation Committee will have a minimum of four regularly scheduled meetings each year. The Compensation Committee may meet at other times during the year, as circumstances may require. The Compensation Committee may ask members of management or others to attend meetings and provide pertinent information as necessary (provided, however, that the CEO shall not be present during voting or deliberations on his or her compensation). The Compensation Committee shall report to the Board, as requested, or as the Compensation Committee deems necessary, but not less frequently than annually.
The Compensation Committee shall, when appropriate: