²ÝÁñÉçÇø

Charter of the Compensation and Organizational Development Committee of the Board of Directors of ²ÝÁñÉçÇø. 
(As last amended on December 9, 2022)

Purpose

The purpose of the Compensation and Organizational Development Committee (the ¡°Committee¡±) of the Board of Directors (the ¡°Board¡±) of ²ÝÁñÉçÇø. (¡°³§²â²Ô´Ç±è²õ²â²õ¡±) established pursuant to this charter is to (i) make cash and equity compensation decisions relating to (a) ²ÝÁñÉçÇø¡¯ Chief Executive Officer, (b) all other persons determined by the Board to be ¡°officers¡± of ²ÝÁñÉçÇø (¡°Officers¡±) as defined under Section 16 of the Securities and Exchange Act of 1934, as amended (the ¡°Exchange Act¡±), (c) all other persons determined by the Board to be members of ²ÝÁñÉçÇø¡¯ Corporate Staff (¡°Corporate Staff members¡±), and (d) members of the Board and (ii) review ²ÝÁñÉçÇø¡¯ organizational development activities.

The Committee shall have the authority to undertake the specific duties and responsibilities listed below and the authority to undertake such other specific duties as the Board from time to time delegates to it or such other duties and responsibilities that are reasonably related to the undertaking of the specific duties and responsibilities delegated to the Committee. The Committee shall have the authority to engage, at the expense of ²ÝÁñÉçÇø, advisors (with expertise in legal, accounting, compensation or other matters) to assist the Committee in fulfilling its responsibilities under this charter. 

Membership

The Committee shall consist of a minimum of two (2) members of the Board, all of whom shall qualify as ¡°non-employee directors¡± within the meaning of Rule 16b-3 of the Exchange Act, meet the independence and other requirements set forth in (i) the rules of The Nasdaq Stock Market (the ¡°Nasdaq Rules¡±) and (ii) the rules and regulations of the Securities and Exchange Commission (the ¡°SEC¡±), and be free from any relationship that, in the opinion of the Board, would interfere with the free exercise of independent judgment as a Committee member. One member shall be designated by the Board as Chairperson of the Committee. The members of the Committee are appointed by and serve at the discretion of the Board. As the Committee deems necessary and appropriate, any member of the Committee shall recuse himself or herself from the final determinations made by the Committee to avoid conflicts of interest or for other reasons deemed appropriate by the Committee.

The Committee may form and delegate authority to subcommittees or to management of ²ÝÁñÉçÇø as appropriate and as permitted by applicable law. The operation of the Committee shall be subject to the Bylaws of ²ÝÁñÉçÇø as in effect from time to time and Section 141 of the Delaware General Corporation Law. The approval of this Compensation and Organizational Development Committee Charter by the Board shall be construed as a delegation of authority to the Committee with respect to the responsibilities set forth herein. 

Authority

The Committee shall have authority to retain or obtain the advice of, at ²ÝÁñÉçÇø¡¯ expense, compensation and other consultants, legal counsel, or other advisors as it deems necessary or appropriate in the performance of its duties as required by Nasdaq Rules and SEC rules and regulations. The Committee shall consider the independence factors set forth in the Nasdaq Rules and the SEC rules and regulations before selecting or receiving advice from any such advisor. The Committee shall be directly responsible for the appointment, compensation and oversight of the work performed by such advisors. The Committee shall have the authority to approve the fees and other retention terms of such advisors. The Committee shall have authority to require that any of ²ÝÁñÉçÇø¡¯ personnel, counsel, or any other consultant or advisor to ²ÝÁñÉçÇø attend any meeting of the Committee or meet with any member of the Committee or any of its special compensation, legal or other advisors and consultants. The Committee may, as appropriate, consult with the Chief Executive Officer in performing the responsibilities set forth in the section below. The Committee shall have full access to all books, records, facilities and personnel of ²ÝÁñÉçÇø as deemed necessary or appropriate by any member of the Committee to discharge his or her responsibilities hereunder, and to investigate any matter brought to its attention within the scope of its duties.

Responsibilities

The responsibilities of the Committee shall be to:

1.      Establish the compensation policies for the Chief Executive Officer, all persons determined by the Board to be Officers and all persons determined by the Board to be Corporate Staff members.

2.      Review the performance of the Chief Executive Officer and such other senior managers of ²ÝÁñÉçÇø that the Committee deems appropriate.

3.      Make decisions regarding the compensation (including all plan compensation, as such term is defined in Item 402(a)(6)(ii) of Regulation S-K promulgated by the SEC, and all non-plan compensation) to be provided to the Chief Executive Officer and other Officers and Corporate Staff members, including determination of salary, bonus and long term incentives (e.g., stock options, restricted stock units, stock appreciation rights or other compensation vehicles). Material decisions regarding compensation to be provided to the Chief Executive Officer may be made in consultation with the full Board, excluding the employee directors. The Chief Executive Officer may not be present during voting or deliberations on his, her or their compensation.

4.      Review and make recommendations to management or the Board, as appropriate, regarding general compensation goals and guidelines for ²ÝÁñÉçÇø¡¯ incentive plan designs and performance criteria. Review achievement levels for the variable compensation incentive plans, which will generate funding of bonuses for employees participating in such plans.

5.      At least annually, oversee the performance of a risk assessment of ²ÝÁñÉçÇø¡¯ compensation programs as generally applicable to employees to identify any potential material risks that may be created by such programs.

6.      Administer, within the authority delegated by the Board, ²ÝÁñÉçÇø¡¯ employee stock purchase plans and other equity incentive plans as may be approved by the Board from time to time (collectively, the ¡°Equity Plans¡±). In its administration of the Equity Plans, the Committee may (a) grant stock options, restricted stock units, stock appreciation rights or other long-term incentive awards to individuals eligible for such grants and (b) amend such stock options, restricted stock units, stock appreciation rights and other equity incentive awards consistent with the terms of the Equity Plans. The Committee shall also make recommendations to the Board with respect to amendments to the Equity Plans and changes in the number of shares reserved for issuance thereunder.

7.      Review, approve, as appropriate, and make recommendations to the Board regarding the adoption of new, or termination or material amendment of existing, Equity Plans.

8.      Review and make recommendations to management or the Board, as appropriate, regarding such other plans and arrangements that are adopted or proposed for adoption for the provision of compensation and benefits programs such as the 401(k) plan, employment agreements, and change of control and deferred compensation plans to employees and consultants of ²ÝÁñÉçÇø.

9.      Review and discuss with management ²ÝÁñÉçÇø¡¯ disclosures contained under the caption ¡°Compensation Discussion and Analysis¡± for use in any of ²ÝÁñÉçÇø¡¯ Annual Reports on Form 10-K, registration statements or proxy statements and make recommendations to the Board as to whether such disclosures should be approved for inclusion in ²ÝÁñÉçÇø¡¯ Annual Reports on Form 10-K, registration statements or proxy statements in compliance with the rules of the Exchange Act as they may be amended from time to time. The Committee shall also prepare a report to stockholders, as required by the rules and regulations of the SEC, to be included in ²ÝÁñÉçÇø¡¯ annual proxy statement.

10.   Review and make recommendations to the Board with respect to stockholder approval of executive compensation (¡°say-on-pay¡± votes), the frequency of say-on-pay votes, and ¡°golden parachute¡± arrangements, and review related stockholder feedback.

11.   Review and make recommendations to the Board with respect to the compensation of non-employee directors, including compensation for service as Lead Independent Director and for service on committees of the Board.

12.   Oversee and periodically discuss with management the implementation and effectiveness of ²ÝÁñÉçÇø¡¯ policies, strategies, programs and practices relating to its human capital management function, including but not limited to those relating to talent recruiting, development, progression and retention; diversity, equity and inclusion; culture, human health and safety; and total rewards.

13.   Coordinate with other committees of the Board to oversee environmental, social and governance matters (¡°ESG Matters¡±), including ²ÝÁñÉçÇø¡¯ reporting standards with respect to ESG Matters and related disclosures.

14.   Review other organizational development matters as the Board may request from time to time.

15.   Authorize the repurchase of shares from terminated employees pursuant to the terms of the Equity Plans or otherwise and applicable law.

16.   Periodically review and recommend to the Board changes to ²ÝÁñÉçÇø¡¯ equity ownership guidelines.

17.   Review and reassess the adequacy of this charter once each year and, if appropriate, make recommendations to the Board as to changes to this charter as the Committee may deem necessary or advisable.

18.   Periodically evaluate the Committee¡¯s performance and measure against best practices.

19.   Periodically review and revise a peer group of companies against which to assess ²ÝÁñÉçÇø¡¯ compensation programs and practices to ensure that they are competitive and supportive of its strategy and objectives.

20.   Review the application of ²ÝÁñÉçÇø¡¯ policy for clawback, or recoupment, of incentive compensation.

21.   Perform such other functions and to have such other powers as may be necessary or appropriate in the efficient and lawful discharge of the foregoing. 

Compensation

Members of the Committee shall receive such fees, if any, for their service as Committee members as may be determined by the Board in its sole discretion. Such fees may include retainers or per meeting fees. Fees may be paid in such form of consideration as is determined by the Board in accordance with applicable law, the Nasdaq Rules and SEC Rules.

Members of the Committee may not receive any compensation from ²ÝÁñÉçÇø except the fees that they receive for service as a member of the Board or any committee thereof.

Meetings

The Committee will meet at such times, and with such frequency, as it shall determine necessary or appropriate for it to fulfill its responsibilities under this charter.

At a minimum of one of its meetings annually, the Committee will consider Equity Plans, performance goals and incentive awards, and the overall coverage and composition of ²ÝÁñÉçÇø¡¯ compensation programs that the Committee oversees. 

Minutes

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