GLOBUS MEDICAL, INC.
EQUITY COMPENSATION COMMITTEE
I. Purpose and authority
The equity compensation subcommittee (the “Equity Compensation Committee”) of the compensation committee (the “Compensation Committee”) of the board of directors (the “Board”) of Globus Medical, Inc. (the “Company”) is established by and among the Compensation Committee and the Board to (i) oversee the Company’s policies on structuring compensation programs for members of the executive team (“Executives”) to preserve tax deductibility, (ii) as and when required, establish and certify the attainment of performance goals pursuant to Section 162(m) of the Internal Revenue Code and the rules and regulations promulgated thereunder (the “Code”), and (iii) approve equity compensation awards to Executives to comply with the applicable rules for the exemption of such transactions from short-swing trading profit liability under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
II. Composition and meetings
The Equity Compensation Committee will consist of two or more members as determined by the Compensation Committee. Each member of the Equity Compensation Committee must be (a) a member of the Compensation Committee (b) “independent” under the listing standards of the New York Stock Exchange and the applicable rules and regulations of the Securities Exchange Commission, (c) a “non-employee director” as defined in Rule 16b-3 under Section 16 of the Exchange Act, and (d) an “outside director” as defined in Section 162(m) of the Code (such directors, “Non-Employee/Outside Directors”). A member shall promptly notify the Equity Compensation Committee, the Compensation Committee and the Board if the member no longer qualifies as a Non-Employee/Outside Director, and such member shall be removed from the Equity Compensation Committee unless the Compensation Committee and the Board, in accordance with applicable rules and regulations, approves such member’s continued membership on the Equity Compensation Committee. Until such time as the Compensation Committee shall appoint at least two such qualified Non-Employee/Outside Directors to the Equity Compensation Committee, a majority of the Non-Employee/Outside Directors shall sit as the Equity Compensation Committee.
The Equity Compensation Committee will hold such regular or special meetings as its members shall deem necessary or appropriate. The Equity Compensation Committee may invite to its meetings other directors, members of management or other persons whose advice and counsel are sought by the Equity Compensation Committee.
The members of the Equity Compensation Committee may designate a chairperson by majority vote. The Equity Compensation Committee may, to the extent permissible under applicable law, designate all or any portion of its duties and responsibilities to any one or more of its members. Any such designation or allocation may be revoked by the Equity Compensation Committee at any time.
At each regularly scheduled meeting of the Board, the Equity Compensation Committee shall deliver a report to the Board that describes all of the material actions taken by the Equity Compensation Committee since the prior regularly scheduled meeting of the Board.
The operation of the Equity Compensation Committee shall be subject to the Bylaws of the Company as in effect from time to time, this charter and Section 141 of the Delaware General Corporation Law.
III. Responsibilities and duties
To fulfill its responsibilities and duties, the Equity Compensation Committee has the following responsibilities, duties and powers.
1. Determine the Company’s policy with respect to the application of Section 162(m) of the Code.
2. Approve the performance-based compensation, as well as the performance goals relevant to the performance-based compensation, for Executives to the extent necessary to comply with Section 162(m) of the Code.
3. Approve equity compensation awards, such as stock option grants and other issuances of the Company’s securities, to Executives in order to comply with the applicable rules for the exemption of such transactions from short-swing profit liability under Section 16 of the Exchange Act.
4. Perform any other activities consistent with this charter, the Company’s Bylaws and governing laws that the Compensation Committee determines is necessary and appropriate.
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