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Employee Development and Retention Committee Charter
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CHARTER OF THE EMPLOYEE DEVELOPMENT AND RETENTION COMMITTEE OF MEDICIS PHARMACEUTICAL CORPORATION

This Employee Development and Retention Committee Charter was adopted by the Board of Directors (the “Board”) of Medicis Pharmaceutical Corporation (the “Company”) on July 9, 2006.

  
I.          Purpose

The purpose of the Employee Development and Retention Committee (the “Committee”) of the Board of the Company is to review and provide guidance concerning the recruiting, hiring, training, promotion and retention of employees and managers.

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 bylaws.  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.        Membership

The Board will appoint the members of the Committee.  There will be a minimum of two members of the Committee.  Each member of the Committee will be a non-management member of the Board. 
 

III.       Meetings and Procedures

The Chairperson (or in his or her absence, a member designated by the Chairperson) shall preside at each meeting of the Committee and set the agendas for Committee meetings.  The Committee shall have the authority to establish its own rules and procedures for notice and conduct of its meetings so long as they are not inconsistent with any provisions of the Company’s bylaws that are applicable to the Committee.

The Committee shall meet at least one time per year and more frequently as the Committee deems necessary or desirable. 

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, any personnel employed or retained by the Company or any other persons whose presence the Committee believes to be necessary or appropriate.  Notwithstanding the foregoing, the Committee may also exclude from its meetings any persons it deems appropriate.

The Committee shall have the sole authority, as it deems appropriate, to retain and/or replace, as needed, any independent counsel, consultants and other outside experts or advisors as the Committee believes to be necessary or appropriate.  The Committee may also utilize the services of the Company’s regular legal counsel or other advisors to the Company.  The Company shall provide for appropriate funding, as determined by the Committee in its sole discretion, for payment of compensation to any such persons retained by the Committee.

The Chair shall report to the Board following meetings of the Committee and as otherwise requested by the Chairman of the Board.

 
IV.       Duties and Responsibilities

1.         The Committee shall, at least annually, review the employee recruitment, hiring, development, promotion and retention policies of the Company.

2.         Through an interactive process with the Company’s senior management and its Human Resources Department,  provide oversight and guidance on issues including but not limited to  employee recruiting, hiring & promotions, training & development,  employee relations, work-life issues, diversity, inclusion issues, retention practices, and similar matters with the goal of increasing employee retention and satisfaction.

3.         To address specific issues or problems relating to employee relations and retention that may arise with the objective of identifying which procedures or policies need be enhanced, changed or discarded and to ensure that senior management has a timely and reasonable action plan to address the issue or problem.

4.         The Committee shall evaluate its own performance on an annual basis, including its compliance with this Charter, and provide any written material with respect to such evaluation to the Board, including any recommendations for changes in procedures or policies governing the Committee.  The Committee shall conduct such evaluation and review in such manner as it deems appropriate.  The Committee shall review and reassess this Charter at least annually and submit any recommended changes to the Board for its consideration.

V.        Delegation of Duties

The Committee may delegate its responsibilities under this Charter to a subcommittee comprised of one or more members of the Committee.  The creation of such a subcommittee, as well as its purpose, will be reported to the Board of Directors.  The Committee will also carry out such duties that may be delegated to it by the Board.