CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF DROPBOX, INC.

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1 CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF DROPBOX, INC. (Adpted n February 22, 2018, Effective upn the effectiveness f the registratin statement relating t the Cmpany s initial public ffering) PURPOSE The purpse f the Cmpensatin Cmmittee (the Cmpensatin Cmmittee ) f the Bard f Directrs (the Bard ) f Drpbx, Inc. (the Cmpany ) is t: Discharge the Bard s respnsibilities relating t versight and apprval f the cmpensatin f the Cmpany s Chief Executive Officer ( CEO ) and ther individuals wh are fficers as defined in Rule 16a-1(f) (the Executive Officers ) under the Securities Exchange Act f 1934, as amended (the Exchange Act ). Prvide versight f the Cmpany s cmpensatin plicies and plans and benefits prgrams, and respnsible fr the Cmpany s verall cmpensatin philsphy. Administer the Cmpany s equity cmpensatin plans, including the granting f equity awards pursuant t such plans r utside f such plans. The Cmpensatin Cmmittee will seek t structure the Cmpany s cmpensatin plans, plicies and prgrams t attract and retain the best available persnnel fr psitins f substantial respnsibility with the Cmpany, t prvide incentives fr such persns t perfrm t the best f their abilities fr the Cmpany, t maintain apprpriate levels f risk and reward and t prmte the success f the Cmpany s business. COMPOSITION 1. Membership and Appintment. The Cmpensatin Cmmittee will cnsist f at least tw (2) members f the Bard. Members f the Cmpensatin Cmmittee will be appinted by the Bard upn the recmmendatin f the Nminating and Crprate Gvernance Cmmittee f the Bard and may be remved by the Bard in its discretin. 2. Qualificatins. Members f the Cmpensatin Cmmittee must meet the fllwing criteria as well as any additinal criteria required by applicable law, the rules and regulatins f the U.S. Securities and Exchange Cmmissin r the securities exchange n which the Cmpany s securities are listed r such ther qualificatins as are established by the Bard frm time t time; prvided, hwever, that the Cmpany may avail itself f any phase-in rules r interpretatins applicable t newly-listed cmpanies in cnnectin with an initial public ffering: Each member f the Cmpensatin Cmmittee will meet the independence requirements f the listing standards f the securities exchange n which the Cmpany s securities are listed. Unless determined therwise by the Bard, each member f the Cmpensatin Cmmittee will be a nn-emplyee directr as defined in Rule 16b-3 prmulgated under Sectin 16 f the Exchange Act. 3. Chairpersn. The Bard may designate a chairpersn f the Cmpensatin Cmmittee. In the absence f that designatin, the Cmpensatin Cmmittee may designate a chairpersn by majrity vte f the members f the Cmpensatin Cmmittee. 1

2 RESPONSIBILITIES The fllwing are the principal recurring respnsibilities and duties f the Cmpensatin Cmmittee. The Cmpensatin Cmmittee may perfrm such ther functins as are cnsistent with its purpse and applicable law, rules and regulatins and as the Bard may request r prescribe. 1. Set Cmpensatin. The Cmpensatin Cmmittee will: Review at least annually and apprve the crprate gals and bjectives applicable t the cmpensatin f the CEO, evaluate at least annually the CEO s perfrmance in light theref, and cnsider factrs related t the perfrmance f the Cmpany in apprving the cmpensatin level f the CEO. Review at least annually and apprve r recmmend t the Bard r independent members f the Bard fr apprval the CEO s: (a) base salary, (b) incentive bnus, including the specific gals and amunt, (c) equity cmpensatin, (d) any emplyment agreement, severance arrangement r change f cntrl prtectins and (e) any ther benefits, cmpensatin r similar arrangements, if any (including, withut limitatin, perquisites and any ther frm f cmpensatin such as a signing bnus r payment f relcatin csts). In determining the lng-term incentive cmpnent f CEO cmpensatin, the Cmpensatin Cmmittee may cnsider, amng ther things, the Cmpany s perfrmance and relative stckhlder return, the value f similar incentive awards t CEOs at cmparable cmpanies and the awards given t the Cmpany s CEO in past years. Review at least annually and apprve r recmmend t the Bard r independent members f the Bard fr apprval items (a) thrugh (e) fr the Executive Officers. Review and apprve any cmpensatry cntracts r similar transactins r arrangements with current r frmer Executive Officers, including cnsulting arrangements, emplyment cntracts, severance r terminatin arrangements, which may include any benefits t be prvided in cnnectin with a change f cntrl. In this regard, the Cmpensatin Cmmittee will have the pwer and authrity t adpt, amend and terminate such cntracts, transactins r arrangements. In evaluating and determining cmpensatin fr the CEO and ther Executive Officers, the Cmpensatin Cmmittee shall cnsider the results f the mst recent stckhlder advisry vte n executive cmpensatin required by Sectin 14A f the Exchange Act (a Say-n-Pay Vte ), if such vte is required r such vte is vluntarily sught by the Cmpany. 2. Oversee Cmpensatin Plans and Prgrams. The Cmpensatin Cmmittee will: Review, apprve and administer annual and lng-term incentive cmpensatin plans fr service prviders f the Cmpany, including the CEO, Executive Officers and ther senir executives, including: Establishing perfrmance bjectives and evaluating perfrmance achievement. Reviewing and apprving all related plans and grant awards pursuant t such plans. Adpting, amending and terminating any such plans. Administer the Cmpany s equity cmpensatin plans, including: Granting equity-based r equity-linked awards t eligible individuals (including grants t Executive Officers in cmpliance with Rule 16b-3 prmulgated thereunder) in accrdance 2

3 with prcedures and guidelines as may be established by the Bard r the Cmpensatin Cmmittee. Amending equity-based r equity-linked awards granted thereunder. Adpting, amending and terminating such plans, including recmmending t the Bard changes in the number f shares reserved fr issuance thereunder, subject t btaining any required stckhlder apprval. Review, apprve and administer all f the Cmpany s emplyee benefit plans that the Cmpensatin Cmmittee deems apprpriate, which includes the ability t adpt, amend and terminate such plans. Review and apprve the Cmpany s verall cmpensatin philsphy, and versee cmpensatin plans and benefits prgrams that the Cmpensatin Cmmittee deems apprpriate and apprve, r make recmmendatins t the Bard fr apprval, with respect t imprvements r changes t such plans r prgrams r the terminatin r adptin f plans r prgrams when apprpriate. In cnnectin with executive cmpensatin prgrams: Review and apprve new executive cmpensatin prgrams; Review n a peridic basis the peratins f the Cmpany s executive cmpensatin prgrams t determine whether they are achieving their intended purpse(s); Establish and peridically review plicies fr the administratin f executive cmpensatin prgrams; and Assess the impact f tax and accunting rules changes. If applicable, review and recmmend t the Bard fr apprval the frequency with which the Cmpany will cnduct a Say-n-Pay Vte, taking int accunt the results f the mst recent stckhlder advisry vte n frequency f Say-n-Pay Vtes required by Sectin 14A f the Exchange Act, and review and apprve the prpsals regarding the Say n Pay Vte and the frequency f the Say n Pay Vte t be included in the Cmpany s prxy statement. Evaluate directr cmpensatin, including equity cmpensatin, and make recmmendatins t the Bard regarding directr cmpensatin. Review and discuss annually with management the risks arising frm the Cmpany s cmpensatin philsphy and practices applicable t all emplyees t determine whether they encurage excessive risk-taking and t evaluate cmpensatin plicies and practices that culd mitigate such risks. If the Bard adpts stck wnership guidelines applicable t members f the Bard and/r Executive Officers, peridically review such guidelines and recmmend any prpsed changes t the Bard. 3. Cmpliance and Gvernance. The Cmpensatin Cmmittee will: Review and discuss with management the Cmpany s Cmpensatin Discussin and Analysis ( CD&A ) and related disclsures required by the rules and regulatins f the SEC, t the extent required f the Cmpany. The Cmpensatin Cmmittee will als review and recmmend the final CD&A t the Bard fr inclusin in the Cmpany s annual reprt n Frm 10-K r prxy statement, t the extent required f the Cmpany. 3

4 Prepare the reprt f the Cmpensatin Cmmittee required by the rules and regulatins f the SEC t be included with the Cmpany s annual reprt n Frm 10-K r prxy statement. Oversee the Cmpany s submissins t stckhlders n executive cmpensatin matters, including advisry vtes n executive cmpensatin and the frequency f such vtes, incentive and ther executive cmpensatin plans, and amendments t such plans (t the extent required under the listing standards f the securities exchange n which the Cmpany s securities are listed) and, in cnjunctin with the Nminating and Crprate Gvernance Cmmittee f the Bard (r its designees), engagement with prxy advisry firms and ther stckhlder grups n executive cmpensatin matters. 4. Cmmittee Charter Review. The Cmpensatin Cmmittee will review and assess the adequacy f this charter at least annually and will submit any recmmended changes t this charter t the Bard fr apprval. 5. Perfrmance Review. The Cmpensatin Cmmittee will review and assess the perfrmance f the Cmpensatin Cmmittee at least annually. MEETINGS AND PROCEDURES 1. Meetings. The Cmpensatin Cmmittee will meet at least fur (4) times per year at such times and places as the Cmpensatin Cmmittee determines. The chairpersn f the Cmpensatin Cmmittee will preside at each meeting. The chairpersn will apprve the agenda fr the Cmpensatin Cmmittee s meetings and any member may suggest items fr cnsideratin. If a chairpersn is nt designated r present, an acting chair may be designated by the Cmpensatin Cmmittee members present. The Cmpensatin Cmmittee may act by unanimus written cnsent (which may include electrnic cnsent) in lieu f a meeting in accrdance with the Cmpany s bylaws. The Cmpensatin Cmmittee will maintain written minutes f its meetings and actins by written cnsent, which minutes and actins will be filed with the minutes f the meeting f the Bard. The Cmpensatin Cmmittee may invite t its meetings any directr, fficer r emplyee f the Cmpany and such ther persns as it deems apprpriate in rder t carry ut its respnsibilities. The Cmpensatin Cmmittee may als exclude frm its meetings any persns it deems apprpriate in rder t carry ut its respnsibilities, including nn-emplyee directrs wh are nt members f the Cmpensatin Cmmittee. N emplyee may be present during prtins f any meeting during which his r her perfrmance and cmpensatin are being deliberated and determined. 2. Reprting t the Bard f Directrs. The Cmpensatin Cmmittee will reprt regularly t the Bard regarding its activities and recmmendatins. 3. Authrity t Retain Advisrs. The Cmpensatin Cmmittee will have the authrity, in its sle discretin, t select and retain any cmpensatin cnsultant, utside legal cunsel and such ther advisrs as necessary r apprpriate t assist with the executin f its duties and respnsibilities as set frth in this charter. The Cmpensatin Cmmittee will be directly respnsible fr the appintment, cmpensatin and versight f the wrk f any cmpensatin cnsultants, utside legal cunsel and such ther advisrs retained by the Cmpensatin Cmmittee. The Cmpany will prvide apprpriate funding, as determined by the Cmpensatin Cmmittee, t pay any such cmpensatin cnsultant, utside legal cunsel r any ther utside advisrs 4

5 hired by the Cmpensatin Cmmittee and any administrative expenses f the Cmpensatin Cmmittee that the Cmpensatin Cmmittee determines are necessary r apprpriate in carrying ut its activities. Prir t selecting and receiving advice frm cmpensatin cnsultants, utside legal cunsel and ther advisrs (ther than the Cmpany's in-huse legal cunsel), the Cmpensatin Cmmittee will cnsider the independence factrs set frth in the applicable rules f the SEC and the listing standards f the securities exchange n which the Cmpany s securities are listed. The Cmpensatin Cmmittee may retain, r receive advice frm, any cmpensatin advisr it prefers, including advisrs that are nt independent, after cnsidering the requisite independence factrs. Ntwithstanding the freging, the Cmpensatin Cmmittee is nt required t assess the independence f any cmpensatin cnsultant r ther advisr that acts in a rle limited t cnsulting n any brad-based plan that des nt discriminate in scpe, terms r peratin in favr f Executive Officers r directrs and that is generally available t all salaried emplyees r prviding infrmatin that is nt custmized fr a particular cmpany r that is custmized based n parameters that are nt develped by the cnsultant r advisr, and abut which the cnsultant r advisr des nt prvide advice. The Cmpensatin Cmmittee will evaluate whether any cmpensatin cnsultant retained r t be retained by it has any cnflict f interest in accrdance with Item 407(e)(3)(iv) f Regulatin S-K. 4. Subcmmittees. The Cmpensatin Cmmittee may frm subcmmittees fr any purpse that the Cmpensatin Cmmittee deems apprpriate and may delegate t such subcmmittees such pwer and authrity as the Cmpensatin Cmmittee deems apprpriate. Specifically, at its discretin, the Cmpensatin Cmmittee shall have the authrity t frm and designate t a subcmmittee the authrity t grant equity awards t nn-fficer emplyees f the Cmpany within guidelines established by the Cmpensatin Cmmittee frm time t time. If designated, any subcmmittee will establish its wn schedule and maintain written minutes f its meetings, which minutes will be filed with the minutes f the meetings f the Bard. The Cmpensatin Cmmittee will nt delegate t a subcmmittee any pwer r authrity required by law, regulatin r listing standard t be exercised by the Cmpensatin Cmmittee as a whle. 5. Cmpensatin. Members f the Cmpensatin Cmmittee will receive such fees, if any, fr their service as Cmpensatin Cmmittee members as may be determined by the Bard in its sle discretin. 5

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