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EXHIBIT 99.2
TESSERA, INC.
CHARTER OF THE COMPENSATION COMMITTEE
OF THE BOARD OF DIRECTORS
PURPOSES
The Compensation Committee of the Board of Directors of Tessera, Inc.
(the "Company"), will serve as an administrative arm of the Company's Board of
Directors to make recommendations to the Board with respect to all forms of
compensation to the executive officers of the Company and stock compensation to
employees.
MEMBERSHIP
The Compensation Committee will consist of at least two members of the
Board, each of whom will be independent directors. The members of the
Compensation Committee will be appointed by and serve at the discretion of the
Board of Directors.
RESPONSIBILITIES
The Compensation Committee will review management's proposals for and
make recommendations to the Board of Directors respecting (i) all forms of
compensation paid to the executive officers of the Company; (ii) the grant of
all forms of stock compensation provided to employees and directors of the
Company; (iii) the types of stock and other compensation plans (collectively,
the "Stock Plans") to be used by the Company and the shares and amounts reserved
thereunder; and (iv) any other compensation matters as the Board may direct from
time to time.
The Compensation Committee shall also have the authority on behalf of
the Board to determine stock compensation for all persons employed or retained
by the Company, other than executive officers or directors, which authority
shall specifically permit:
1. The authorization of the grant of options pursuant to the
Company's Stock Plans and the amendment of the form of
agreements to be used thereunder.
2. The authorization of the repurchase of shares from terminated
employees pursuant to applicable law.
The Compensation Committee shall administer the Company's Stock Plans
and other employee benefit plans, except to the extent otherwise determined by
the Board.
MEETINGS
Meetings of the Compensation Committee will be held at the pleasure of
the Board of Directors or the members of the Compensation Committee, from time
to time, in response to the needs of the Board of Directors.
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MINUTES
The Compensation Committee will maintain written minutes of its
meetings, which minutes will be filed with the minutes of the meetings of the
Board of Directors.
REPORTS
The Compensation Committee will provide written reports to the Board of
Directors of the Company regarding recommendations of the Compensation Committee
submitted to the Board of Directors for action, and copies of the written
minutes of its meetings.
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