The Compensation Committee (the "Compensation Committee") of the Board of Directors (the "Board") of Colfax Corporation (the "Company") will assist the Board in discharging the Board's responsibilities relating to compensation of the Company's directors and executive officers, and administer and implement the Company's incentive compensation plans and equity-based plans. The Compensation Committee also will be responsible for (i) overseeing and assisting the Company in preparing the Compensation Discussion & Analysis ("CD&A") for inclusion in the Company's proxy statement and/or annual report on Form 10-K, (ii) providing for inclusion in the Company's proxy statement a description of the processes and procedures for the consideration and determination of executive and director compensation, and (iii) preparing and submitting for inclusion in the Company's proxy statement and/or annual report on Form 10-K a Compensation Committee Report, each as more fully described below, in accordance with applicable rules and regulations.
The Compensation Committee will consist of no fewer than three members of the Board. Members of the Compensation Committee will be appointed by the Board upon the recommendation of the Nominating and Corporate Governance Committee and may be removed by the Board. Each member of the Compensation Committee will (1) meet the independence requirements of the New York Stock Exchange, (2) qualify as a "non-employee director" for purposes of Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and (3) qualify as an "outside director" for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code"). A subsequent determination that any member of the Compensation Committee does not qualify as a "non-employee director" or an "outside director" will not invalidate any previous actions by the Compensation Committee except to the extent required by law or determined appropriate to satisfy regulatory standards.