bebe stores, inc.
CHARTER FOR THE COMPENSATION AND MANAGEMENT DEVELOPMENT
COMMITTEE OF THE BOARD OF DIRECTORS


I. PURPOSE

This Charter specifies the scope of the responsibilities of the Compensation and Management Development Committee (the “Committee”) of the Board of Directors (the “Board”) of bebe stores, inc. (the “Company”) and the manner in which those responsibilities shall be performed, including its structure, processes and membership requirements.

The primary purpose of the Committee is to discharge the Board’s responsibilities relating to compensation and benefits of the Company’s executive officers and certain other employees as may be determined by the Committee (“Non-Executive Officers”) and to oversee and approve the Company’s compensation policies and practices. In carrying out these responsibilities, the Committee shall review all components of executive officer and Non-Executive Officer compensation for consistency with the Committee’s compensation philosophy as in effect from time to time. In addition, the Committee is responsible for overseeing the development and implementation of management development plans and succession practices to ensure that the Company has sufficient management depth to support its continued growth and the talent needed to execute long term strategies even in the event that one or more members of senior management retire or otherwise leave the Company.

The Committee is also responsible for (1) participating in the preparation of the Compensation Discussion and Analysis (the “CD&A”) to be included in the Company’s Annual Report on Form 10-K (the “Annual Report”) and annual Proxy Statement on Schedule 14A (the “Proxy Statement”) and (2) producing a compensation committee report stating whether the Committee has reviewed and discussed the CD&A with the Company’s management and whether it recommends that the CD&A be included in the Annual Report and Proxy Statement.

In addition to the powers and responsibilities expressly delegated to the Committee in this Charter, the Committee may exercise any other powers and carry out any other responsibilities delegated to it by the Board from time to time consistent with the Company’s By-Laws.  The powers and responsibilities delegated by the Board to the Committee in this Charter or otherwise shall be exercised and carried out by the Committee as it deems appropriate without requirement of Board approval, and any decision made by the Committee (including any decision to exercise or refrain from exercising any of the powers delegated to the Committee hereunder) shall be at the Committee’s sole discretion.  While acting within the scope of the powers and responsibilities delegated to it, the Committee shall have and may exercise all the powers and authority of the Board.  To the fullest extent permitted by law, the Committee shall have the power to determine which matters are within the scope of the powers and responsibilities delegated to it.

II. ORGANIZATION AND MEMBERSHIP REQUIREMENTS

The Committee shall be comprised of at least three directors, each of whom shall (1) satisfy the independence requirements of the Nasdaq Stock Market, (2) be a “non-employee director” within the meaning of Rule 16b-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and (3) be an “outside director” under the regulations promulgated under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”). A director shall not serve as a member of the Committee if the Chief Executive Officer or another executive officer of the Company serves on the compensation committee of another company that employs that director as an executive officer.

The members shall be appointed by the Board and shall serve until their successors are duly elected and qualified or their earlier resignation or removal. Any member of the Committee may be removed from the Committee, with or without cause, by the Board. Unless a chairman is elected by the Board, the members of the Committee may designate a chairman by the majority vote of the full Committee membership. The Committee may from time to time delegate duties or responsibilities to subcommittees or to one member of the Committee.

A majority of the members shall represent a quorum of the Committee, and, if a quorum is present, any action approved by at least a majority of the members shall represent the valid action of the Committee.

III. MEETINGS

The Committee shall have the authority to obtain advice or assistance from consultants, legal counsel, accounting or other advisors as appropriate, to perform its duties hereunder and to determine the terms, costs and fees for such engagements. Without limitation, the Committee shall have the sole authority to retain or terminate any consulting firm used to evaluate CEO, other executive officer or Non-Executive Officer compensation, and to determine and approve the terms of engagement the fees and costs for such engagements. The fees and costs of any consultant or advisor engaged by the Committee to assist in it in performing any duties hereunder shall be borne by the Company.

All non-management directors who are not members of the Committee may attend and observe meetings of the Committee, but shall not participate in any discussion or deliberation unless invited to do so by the Committee, and in any event shall not be entitled to vote.  The Committee may, at its discretion, include in its meetings members of the Company’s management, representatives of the independent auditor, the internal auditor, any other financial personnel employed or retained by the Company or any other person whose presence the Committee believes to be necessary or appropriate.  Notwithstanding the foregoing, the Chief Executive Officer may not be present during voting or deliberations concerning his or her compensation, and the Committee may exclude from its meetings any persons it deems appropriate, including but not limited to, any non-management director who is not a member of the Committee.

The Committee shall meet as often as it deems appropriate, but not less frequently than twice each year to review the compensation of the executive officers and other employees of the Company and otherwise perform its duties under this charter.

The Committee shall maintain written minutes of its meetings, which minutes will be filed with the minutes of the meetings of the Board.

IV. COMMITTEE AUTHORITY AND RESPONSIBILITIES

To fulfill its responsibilities and duties, the Committee shall:

  1. Determine all compensation for the Chief Executive Officer, including incentive-based and equity-based compensation.
  2. Develop annual performance objectives and goals relevant to compensation for the Chief Executive Officer and evaluate the performance of the Chief Executive Officer in light of these goals and objectives.
  3. Consider, in determining the long-term incentive component of compensation for the Chief Executive Officer, the Company’s performance and relative shareholder return, the value of similar incentive awards to chief executive officers at comparable companies, and the awards given to the Company’s Chief Executive Officer in past years.
  4. Review and approve all compensation for the Company’s executive officers, and any Non-Executive Officers, including annual performance objectives and goals relevant to such compensation, in consultation with the Chief Executive Officer.
  5. Review all proposed incentive-based or equity-based compensation plans prior to submission to the Board for approval and make recommendations to the Board regarding such incentive-based or equity-based compensation plans in which the Company’s executive officers participate.
  6. Review and approve all equity grants made to the Company’s other executive officers in consultation with the Chief Executive Officer, and review and approve all guidelines for equity grants made to the Company’s employees that are authorized by management.
  7. Review and approve all employment, severance, or change-in-control agreements, special or supplemental benefits, or provisions including the same, applicable to executive officers and any Non-Executive Officers, and determine the Company’s policy with respect to change-in-control or “parachute” payments.
  8. Periodically review and advise the Board concerning both regional and industry-wide compensation practices and trends in order to assess the adequacy and competitiveness of the Company’s compensation programs for the Chief Executive Officer, other executive officers and directors relative to comparable companies in the Company’s industry.
  9. Review and propose to the Board from time to time changes in executive officer and Non-Executive Officer compensation.
  10. Participate in the preparation of the CD&A to be included or incorporated by reference in the Annual Report and Proxy Statement.
  11. Review and approve the Compensation Committee Report to be included or incorporated by reference in the Annual Report and Proxy Statement.
  12. Annually review the performance of the Company’s executive officers and Non-Executive Officers and the succession plans for each such position.
  13. Conduct an annual review of and approve the Company’s management development and succession planning practices and strategies.
  14. Review, with the Company’s management, whether the Company’s compensation policies and practices encourage unnecessary or excessive risk taking, and evaluate whether the financial incentives and risks relating to such policies and practices are appropriate.
  15. Perform such other activities consistent with this Charter, the Company’s By-Laws and governing law, as the Committee or the Board deems necessary or appropriate.
  16. Make regular reports to the Board regarding the foregoing.
  17. Review and reassess the adequacy of this Charter, as appropriate, at least annually, and recommend any proposed changes to the Board for approval.
  18. Review and evaluate the Committee’s own performance on an annual basis.   

V. DELEGATION OF DUTIES

In fulfilling its responsibilities, the Committee shall be entitled to delegate any or all of its responsibilities to a subcommittee of the Committee, except that it shall not delegate its responsibilities for any matters that involve executive compensation or any matters where it has determined such compensation is intended to comply with Section 162(m) of the Code by virtue of being approved by a committee of “outside directors” or is intended to be exempt from Section 16(b) under the Exchange Act pursuant to Rule 16b-3 by virtue of being approved by a committee of “non-employee directors.”