Novellus Systems Inc. develops, manufactures, sells, and services semiconductor equipment used in the fabrication of integrated circuits. It is a leading supplier of chemical vapor deposition (CVD), plasma-enhanced chemical vapor deposition (PECVD), physical vapor deposition (PVD), electrochemical deposition (ECD), ultraviolet thermal processing (UVTP), and surface preparation equipment used in the manufacturing of semiconductors.
Novellus Systems was founded in 1984 and is headquartered in San Jose, California. The company maintains engineering & manufacturing facilities in Tualatin, Oregon and San Jose, California. Also, Novellus has a component design and software development facility in Bangalore, India.
The responsibilities of the Committee include:
Developing and establishing a process for the periodic evaluation of the performance of the CEO to be performed by the non-employee members of the Board (the "CEO Evaluation");
Annually reviewing and approving the Company's corporate goals and objectives (including non financial goals) relevant to CEO compensation, evaluating the CEO's performance in light of such goals and objectives (including consideration of the CEO Evaluation), and recommending to the Board the CEO's compensation level based on this evaluation.
Annually reviewing non-CEO executive officer compensation and incentive compensation plans and equity based plans;
Annually reviewing and approving for the Company's executive officers all compensation, including without limitation, (i) annual base salary levels; (ii) annual incentive compensation levels; (iii) long-term incentive compensation levels; (iv) employment agreements, severance agreements and change of control agreements/provisions, in each case as, when and if appropriate; and (v) any supplemental or special benefits;
Administering, within the authority delegated by the Board, the Company's incentive compensation plans and equity based plans as in effect and as adopted from time to time by the Board. In its administration of the plans, the Committee may, pursuant to this charter (the "Charter") and the authority delegated by the Board (i) grant stock options or stock purchase rights to individuals eligible for such grants and (ii) amend such stock options or stock purchase rights. The Committee shall also make recommendations to the Board with respect to amendments to the plans and changes in the number of shares reserved for issuance thereunder;
Reviewing and making recommendations to the Board regarding other equity compensation plans that are proposed for adoption or adopted by the Company for the provision of compensation to employees of, and consultants to, the Company;
Approving any new equity compensation plan or any material change to an existing plan;
Reviewing and discussing with management the Compensation Discussion and Analysis (the CD&A) section of the proxy statement; recommending to the Board that the CD&A be included in the Company's annual report on Form 10-K and proxy statement and preparing a report on such matters, as required to be included in the Company's proxy statement or annual report on Form 10-K filed with the SEC;
Annually reviewing and recommending to the Board an assessment of the Company's compensation policies and practices for its employees and the potential effect of such policies and practices as they relate to risk management practices and risk-taking incentives.
Authorizing the repurchase of shares from terminated employees pursuant to applicable law;
Reviewing and assessing the performance and effectiveness of the Committee at least annually;
Reviewing and assessing the adequacy of this Charter annually and recommending any proposed changes to the Board for approval; and
Performing such other functions and having such other powers as are consistent with this Charter, the Company's Bylaws and governing law as the Committee or the Board may deem appropriate.
This code of conduct provides information about the standards of integrity that Novellus requires all employees, officers and members of the Board of Directors to follow. It does not address every situation or set forth every rule, nor is it a substitute for the responsibility of each of us to exercise good judgment. Changes in this code may be made by Novellus' Board of Directors at any time and must be promptly disclosed to shareholders. Any modifications become effective immediately.
Unless U.S. law is applicable, where local country laws contain mandatory requirements that differ from the provisions of this document, those requirements prevail for people in those countries. This code of conduct is intended for the employees, officers and members of the Boards of Directors of Novellus, its subsidiaries and joint ventures controlled by Novellus. However, we expect contractors, consultants, agents, representatives and others conducting business on behalf of Novellus will conform to the behaviors required by this code of conduct. The document should be shared with these individuals, and the failure to conform to these guidelines should be considered a potential basis for terminating Novellus' relationship with them.
How to report a suspected violation or seek advice
We are each responsible for notifying the Corporate Compliance Officer immediately if we suspect, observe or learn of unethical business conduct or the commission of any dishonest, destructive or illegal act. For information about how to contact the Corporate Compliance Officer, or any other organization mentioned in the code of conduct, see the section "For Further Information" in Appendix A.
The Corporate Compliance Officer will investigate all reports, including those made anonymously, and provide feedback when appropriate. There will be no reprisals against those who report suspected violations in good faith, and their identity will be protected to the extent consistent with law and Novellus policy.
If you have any questions about the code of conduct or how it applies in a specific situation, you can discuss the matter with your supervisor or you can contact the Corporate Compliance Officer.
To All Employees, Officers and Members of the Boards of Directors,
As we work in an environment that changes continuously, one thing remains constant: our commitment to Novellus' value system. It is the basis on which we conduct business each day, and it requires us to uphold the highest levels of business ethics and personal integrity.
That is why we've established this code of conduct, a comprehensive handbook that describes Novellus' guidelines for ethical business behavior and addresses a wide range of business and personnel issues. Ethical behavior starts with being open and honest in all our relationships both inside and outside the company, and demonstrates the basic values that bind us together.
By reading the handbook and following the guidelines that comprise our code of conduct, you can ensure that Novellus remains truly dedicated to business ethics. Since no code of conduct can anticipate and cover every business situation, common sense and good judgment are your best guides. In other instances, you also may want to consult your co-workers, your supervisor or other managers for guidance. For answers to specific questions on guidelines in this code of conduct, you can contact the Corporate Compliance Officer.
Each of us plays an important role in assuring the highest level of business ethics and integrity in our company: from every meeting we conduct, to every contract we negotiate, to every strategy we implement. Working together, we must set and meet the highest standards of business excellence that our customers, shareholders and employees expect from us.
Novellus Systems was founded in 1984 and is headquartered in San Jose, California. The company maintains engineering & manufacturing facilities in Tualatin, Oregon and San Jose, California. Also, Novellus has a component design and software development facility in Bangalore, India.
The responsibilities of the Committee include:
Developing and establishing a process for the periodic evaluation of the performance of the CEO to be performed by the non-employee members of the Board (the "CEO Evaluation");
Annually reviewing and approving the Company's corporate goals and objectives (including non financial goals) relevant to CEO compensation, evaluating the CEO's performance in light of such goals and objectives (including consideration of the CEO Evaluation), and recommending to the Board the CEO's compensation level based on this evaluation.
Annually reviewing non-CEO executive officer compensation and incentive compensation plans and equity based plans;
Annually reviewing and approving for the Company's executive officers all compensation, including without limitation, (i) annual base salary levels; (ii) annual incentive compensation levels; (iii) long-term incentive compensation levels; (iv) employment agreements, severance agreements and change of control agreements/provisions, in each case as, when and if appropriate; and (v) any supplemental or special benefits;
Administering, within the authority delegated by the Board, the Company's incentive compensation plans and equity based plans as in effect and as adopted from time to time by the Board. In its administration of the plans, the Committee may, pursuant to this charter (the "Charter") and the authority delegated by the Board (i) grant stock options or stock purchase rights to individuals eligible for such grants and (ii) amend such stock options or stock purchase rights. The Committee shall also make recommendations to the Board with respect to amendments to the plans and changes in the number of shares reserved for issuance thereunder;
Reviewing and making recommendations to the Board regarding other equity compensation plans that are proposed for adoption or adopted by the Company for the provision of compensation to employees of, and consultants to, the Company;
Approving any new equity compensation plan or any material change to an existing plan;
Reviewing and discussing with management the Compensation Discussion and Analysis (the CD&A) section of the proxy statement; recommending to the Board that the CD&A be included in the Company's annual report on Form 10-K and proxy statement and preparing a report on such matters, as required to be included in the Company's proxy statement or annual report on Form 10-K filed with the SEC;
Annually reviewing and recommending to the Board an assessment of the Company's compensation policies and practices for its employees and the potential effect of such policies and practices as they relate to risk management practices and risk-taking incentives.
Authorizing the repurchase of shares from terminated employees pursuant to applicable law;
Reviewing and assessing the performance and effectiveness of the Committee at least annually;
Reviewing and assessing the adequacy of this Charter annually and recommending any proposed changes to the Board for approval; and
Performing such other functions and having such other powers as are consistent with this Charter, the Company's Bylaws and governing law as the Committee or the Board may deem appropriate.
This code of conduct provides information about the standards of integrity that Novellus requires all employees, officers and members of the Board of Directors to follow. It does not address every situation or set forth every rule, nor is it a substitute for the responsibility of each of us to exercise good judgment. Changes in this code may be made by Novellus' Board of Directors at any time and must be promptly disclosed to shareholders. Any modifications become effective immediately.
Unless U.S. law is applicable, where local country laws contain mandatory requirements that differ from the provisions of this document, those requirements prevail for people in those countries. This code of conduct is intended for the employees, officers and members of the Boards of Directors of Novellus, its subsidiaries and joint ventures controlled by Novellus. However, we expect contractors, consultants, agents, representatives and others conducting business on behalf of Novellus will conform to the behaviors required by this code of conduct. The document should be shared with these individuals, and the failure to conform to these guidelines should be considered a potential basis for terminating Novellus' relationship with them.
How to report a suspected violation or seek advice
We are each responsible for notifying the Corporate Compliance Officer immediately if we suspect, observe or learn of unethical business conduct or the commission of any dishonest, destructive or illegal act. For information about how to contact the Corporate Compliance Officer, or any other organization mentioned in the code of conduct, see the section "For Further Information" in Appendix A.
The Corporate Compliance Officer will investigate all reports, including those made anonymously, and provide feedback when appropriate. There will be no reprisals against those who report suspected violations in good faith, and their identity will be protected to the extent consistent with law and Novellus policy.
If you have any questions about the code of conduct or how it applies in a specific situation, you can discuss the matter with your supervisor or you can contact the Corporate Compliance Officer.
To All Employees, Officers and Members of the Boards of Directors,
As we work in an environment that changes continuously, one thing remains constant: our commitment to Novellus' value system. It is the basis on which we conduct business each day, and it requires us to uphold the highest levels of business ethics and personal integrity.
That is why we've established this code of conduct, a comprehensive handbook that describes Novellus' guidelines for ethical business behavior and addresses a wide range of business and personnel issues. Ethical behavior starts with being open and honest in all our relationships both inside and outside the company, and demonstrates the basic values that bind us together.
By reading the handbook and following the guidelines that comprise our code of conduct, you can ensure that Novellus remains truly dedicated to business ethics. Since no code of conduct can anticipate and cover every business situation, common sense and good judgment are your best guides. In other instances, you also may want to consult your co-workers, your supervisor or other managers for guidance. For answers to specific questions on guidelines in this code of conduct, you can contact the Corporate Compliance Officer.
Each of us plays an important role in assuring the highest level of business ethics and integrity in our company: from every meeting we conduct, to every contract we negotiate, to every strategy we implement. Working together, we must set and meet the highest standards of business excellence that our customers, shareholders and employees expect from us.