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Compensation Committee Charter

(As amended and restated February 5, 2008)

Purpose

The purpose of the Compensation Committee of the Board of Directors of Dolby Laboratories, Inc. shall be to discharge the Board's responsibilities relating to compensation of Dolby's Chief Executive Officer and its other executive officers. The Compensation Committee has overall responsibility for evaluating and recommending for approval by the independent members of the Board (who meet the membership requirements described below) the compensation plans, policies and programs for Dolby’s CEO and evaluating and recommending for approval by the Board the compensation plans, policies and programs for Dolby’s non-CEO executive officers.

The Compensation Committee shall also prepare the report required by the rules of the Securities and Exchange Commission to be included in Dolby's annual proxy statement.

Membership Requirements

The Compensation Committee shall consist of no fewer than two members. The members of the Compensation Committee shall meet (i) the independence requirements of the listing standards of the New York Stock Exchange, (ii) the non-employee director definition of Rule 16b-3 promulgated under Section 16 of the Securities Exchange Act of 1934, as amended and (iii) the outside director definition of Section 162(m) of the Internal Revenue Code of 1986, as amended.

The members of the Compensation Committee shall be appointed by the Board. Compensation Committee members may be replaced by the Board.

Authority and Responsibilities
  • The Compensation Committee shall review and approve corporate goals and objectives relevant to CEO compensation and evaluate Dolby's CEO's performance in light of those goals and objectives. Based on its evaluation of CEO performance, the Compensation Committee shall recommend CEO compensation to the independent members of the Board for approval.

  • The Compensation Committee shall annually review and recommend to the independent members of the Board for approval the CEO's (a) annual base salary, (b) annual incentive bonus, including the specific goals and amount, (c) equity compensation, (d) employment agreements, severance arrangements and change in control agreements/provisions and (e) other significant benefits, compensation or arrangements that are not available to employees generally. In determining the long-term incentive component of CEO compensation, the Compensation Committee will consider, among other things, Dolby's performance and relative stockholder return, the value of similar incentive awards to CEOs at comparable companies and the awards given to Dolby's CEO in past years.

  • For the other executive officers, the Compensation Committee shall also have authority to review annually and recommend to the Board for approval items (a) through (e) in the previous bullet.

  • The Compensation Committee shall make recommendations to the Board with respect to incentive compensation plans and equity-based plans that are subject to Board approval.

  • Notwithstanding the foregoing requirements regarding approval of CEO and non-CEO executive officer compensation, the Compensation Committee has been delegated the authority to administer the Company's equity incentive plans, which administrative powers include the power, acting alone, to issue awards under such plans; provided, however, that the Board shall retain the powers to increase or decrease the shares reserved for issuance under the equity incentive plans (and to establish share reserves under new equity incentive plans).

  • The Compensation Committee may form and delegate authority to subcommittees when appropriate.

  • The Compensation Committee shall make regular reports to the Board.

  • The Compensation Committee shall review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval.

  • Under the oversight of the Nominating and Governance Committee, the members of the Compensation Committee shall annually evaluate the performance of the Compensation Committee.

  • The Compensation Committee shall have the sole authority to retain and terminate any compensation consultant to be used by Dolby to assist in the evaluation of CEO or executive officer compensation and shall have sole authority to approve the consultant's fees and other retention terms. The Compensation Committee shall also have authority to obtain advice and assistance from internal or external legal, accounting or other advisors.

  • The Compensation Committee will set its own schedule of meetings, with the option of holding additional meetings at such times as it deems necessary. The Compensation Committee will maintain written minutes of its meetings, which minutes will be filed with the minutes of the meetings of the Board.

  • The Compensation Committee shall perform such other functions as assigned by law, Dolby's certificate of incorporation or bylaws or the Board.

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