VIVINT SOLAR, INC. COMPENSATION COMMITTEE CHARTER (Adpted as f May 9, 2014) PURPOSE The purpse f the Cmpensatin Cmmittee (the Cmmittee ) f the Bard f Directrs (the Bard ) f Vivint Slar, Inc. (the Cmpany ) shall be t: prvide versight f the Cmpany s cmpensatin plicies, plans and benefits prgrams, and verall cmpensatin philsphy; assist the Bard in discharging its respnsibilities relating t (i) versight f the cmpensatin f the Cmpany s Chief Executive Officer ( CEO ) and ther executive fficers (including fficers reprting under Sectin 16 f the Securities Exchange Act f 1934, as amended (the Exchange Act )), and (ii) apprving and evaluating the executive fficer cmpensatin plans, plicies and prgrams f the Cmpany; and administer the Cmpany s equity cmpensatin plans fr its executive fficers, emplyees and nn-directr service prviders issuing stck ptins and ther equitybased r equity-linked awards nt granted pursuant t a plan. The Cmmittee shall seek t ensure that the Cmpany structures its 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 and t prmte the success f the Cmpany s business. The Cmmittee is als respnsible fr prducing an annual reprt n executive cmpensatin fr inclusin in the Cmpany s prxy statement. In reviewing and apprving the Cmpany s verall executive cmpensatin prgram, the Cmmittee shall cnsider the results f any stckhlder advisry vte n executive cmpensatin that was required by Sectin 14A f the Exchange Act. The Cmmittee has the authrity t undertake the specific duties and respnsibilities as are enumerated in r cnsistent with this charter, and will have the authrity t undertake such ther specific duties as the Bard frm time t time prescribes. MEMBERSHIP The Cmmittee shall cnsist f at least tw members f the Bard. Members f the Cmmittee shall be appinted by the Bard upn the recmmendatin f the Nminating and Crprate Gvernance Cmmittee and may be remved by the Bard in its discretin. The Bard may designate ne member f the Cmmittee as its chairpersn. If the Bard des nt designate a chairpersn, a majrity f the Cmmittee members may elect a chairpersn f the Cmmittee. The Cmmittee may frm and delegate authrity t subcmmittees when apprpriate. Members f the Cmmittee must meet the fllwing criteria; prvided, hwever, that the Cmpany may rely upn the cntrlled cmpany exemptin and/r any phase-in rules r interpretatins applicable t newly-listed cmpanies in cnnectin with an initial public ffering:
the independence requirements f the listing standards f the Nasdaq Stck Market, Inc. r the New Yrk Stck Exchange, as applicable; and such ther qualificatins as established by the Bard frm time t time. T the extent practicable, it is expected that members f the Cmmittee shall meet the nnemplyee directr definitin f Rule 16b-3 prmulgated under Sectin 16 f the Exchange Act and the utside directr definitin f Sectin 162(m) f the Internal Revenue Cde f 1986, as amended. RESPONSIBILITIES The fllwing are the principal recurring respnsibilities f the Cmmittee. The Cmmittee may perfrm such ther functins as are cnsistent with its purpse and applicable law, rules and regulatins and as the Bard r the Cmmittee deem apprpriate. In carrying ut its respnsibilities, the Cmmittee believes its plicies and prcedures shuld remain flexible, t best react t changing cnditins and circumstances. One f the Cmmittee s bjectives shall be t use cmpensatin t align the interests f executive fficers with the lng-term interests f the Cmpany s stckhlders, thereby incentivizing the executive fficers t increase stckhlder value. Annually review and apprve fr the CEO: (i) the annual base salary, (ii) the annual incentive bnus, including the specific gals and amunt, (iii) equity cmpensatin, (iv) any emplyment agreement, severance arrangement r change f cntrl prtectins, (v) any signing bnus r payment f relcatin csts and (vi) any ther significant benefits, cmpensatin r similar arrangements (including, withut limitatin, perquisites and any ther frm f cmpensatin). In cnsultatin with the CEO, review annually and apprve items (i) thrugh (vi) in the previus bullet fr the individuals deemed fficers f the Cmpany under Rule 16a- 1(f) prmulgated under the Exchange Act, ther than the CEO (the executive fficers ). Review and make recmmendatins t the full Bard, r apprve, any cmpensatry cntracts r similar transactins r arrangements with current r frmer executive fficers f the Cmpany, including cnsulting arrangements, emplyment cntracts, severance r terminatin arrangements and lans t emplyees made r guaranteed by the Cmpany. Review and apprve crprate gals and bjectives relevant t the cmpensatin f the CEO and the executive fficers f the Cmpany, evaluate perfrmance in light theref, and cnsider factrs related t the perfrmance f the Cmpany, including accmplishment f the Cmpany s lng-term business and financial gals. Establish and administer annual and lng-term incentive cmpensatin plans fr executive fficers and ther senir executives, including (i) establishing perfrmance bjectives and certifying perfrmance achievement; and (ii) reviewing and apprving all equity-based cmpensatin plans and grant awards f shares and stck ptins pursuant t such plans. Review n a peridic basis the peratins f the Cmpany s executive cmpensatin prgrams t determine whether they are prperly crdinated and achieving their intended purpse(s), including taking steps t mdify any executive cmpensatin -2-
prgram that yields payments and benefits that are nt reasnably related t executive and crprate perfrmance. Administer the Cmpany s equity incentive plans. In its administratin f the plans, the Cmmittee may (i) grant stck ptins, stck purchase rights r ther equity-based r equity-linked awards t individuals eligible fr such grants (including grants t individuals subject t Sectin 16 f the Exchange Act in cmpliance with Rule 16b-3 prmulgated thereunder) and in accrdance with prcedures and guidelines as established by the Bard and (ii) amend such stck ptins, stck purchase rights r equity-based r equity-linked awards. The Cmmittee shall als make recmmendatins t the Bard regarding amendments t the plans and changes in the number f shares reserved fr issuance thereunder. Prvide versight f the Cmpany s verall cmpensatin plans and benefits prgrams and make recmmendatins t the Bard regarding imprvements r changes t such plans r prgrams r the adptin f new plans r prgrams when apprpriate. Evaluate, n a peridic basis, the cmpetitiveness f (i) the cmpensatin f the CEO and the executive fficers f the Cmpany and (ii) the Cmpany s verall cmpensatin plans. Peridically review executive cmpensatin prgrams and ttal cmpensatin levels, including: cnducting cmparative analyses f ttal cmpensatin relative t market; quantifying maximum payuts t executives under perfrmance-based incentive plans and ttal payments under a variety f terminatin cnditins, including upn a change f cntrl; and the impact f tax and accunting rules changes. Establish and peridically review plicies fr senir management perquisites. Authrize the repurchase f shares frm terminated emplyees pursuant t applicable law. MEETINGS The Cmmittee shall meet as ften as it deems necessary r apprpriate t fulfill its respnsibilities. The Cmmittee may meet either in persn r telephnically, and at such times and places as the Cmmittee determines. The Cmmittee may establish its wn meeting schedule, which it shall prvide t the Bard. The chairpersn f the Cmmittee shall preside at each meeting. If a chairpersn is nt designated r present, an acting chairpersn may be designated by the Cmmittee members present. The Cmmittee may act by written cnsent (which may include electrnic cnsent), which shall cnstitute a valid actin f the Cmmittee if it has been executed by each Cmmittee member and shws the date f executin. The Cmmittee may invite t its meetings any directr, fficer r emplyee f the Cmpany and such ther persns as it deems apprpriate t fulfill its respnsibilities. The Cmmittee may als exclude frm its meetings any persns it deems apprpriate in rder t carry ut its respnsibilities, including nn- -3-
emplyee directrs wh are nt members f the Cmmittee. N fficer may be present during prtins f any meeting during which his r her perfrmance and cmpensatin are being deliberated and determined. As part f its review and establishment f the perfrmance criteria and cmpensatin f designated key executives, the Cmmittee shuld meet separately at least annually with the CEO, the Cmpany s principal human resurces executive, and any ther crprate fficers as it deems apprpriate. Hwever, the Cmmittee shuld meet regularly withut such fficers present. MINUTES The Cmmittee shall maintain written minutes f its meetings, which minutes shall be filed with the minutes f the meetings f the Bard. Any written cnsent will be effective n the date f the last signature and will be filed with the minutes f the meetings f the Bard. REPORTS The Cmmittee shall reprt regularly t the Bard (i) fllwing meetings f the Cmmittee, (ii) regarding such ther matters as are relevant t the Cmmittee s discharge f its respnsibilities and (iii) with respect t such recmmendatins as the Cmmittee may deem apprpriate. The reprt t the Bard may take the frm f an ral reprt by the chairpersn r any ther member f the Cmmittee designated by the Cmmittee t make such reprt. The Cmmittee shall review and discuss with management the Cmpany s Cmpensatin Discussin and Analysis (if any) in the Cmpany s annual prxy statement, and prduce a reprt n executive cmpensatin fr inclusin in the Cmpany s annual prxy statement. SUBCOMMITTEES The Cmmittee may delegate its authrity t subcmmittees r individuals as the Cmmittee deems apprpriate, except t the extent such delegatin wuld vilate an applicable tax r securities law, regulatin r rule f any exchange upn which the Cmpany s securities are then listed. Unless mdified by actin taken after the date this charter is apprved, the Cmmittee delegates (i) t a subcmmittee f the Cmmittee made up f thse members f the Cmmittee wh are utside directrs under Sectin 162(m) f the Internal Revenue Cde ( Sectin 162(m) ) the nnexclusive authrity t take any actins that require the apprval r certificatin f a Cmmittee made up slely f utside directrs t qualify as perfrmance-based cmpensatin under Sectin 162(m), and (ii) t a subcmmittee f the Cmmittee made up f thse members f the Cmmittee wh are nn-emplyee directrs under Rule 16b-3 f the Exchange Act the nnexclusive authrity t take any actins that require the apprval r certificatin f a Cmmittee made up slely f nn-emplyee directrs t exempts the grant and exercise f stck ptins frm shrt-swing prfit liability under Sectin 16 f the Exchange Act. AUTHORITY TO RETAIN ADVISORS In perfrming its respnsibilities, the Cmmittee shall have the authrity t engage any cmpensatin cnsultant t assist in the evaluatin f executive fficer cmpensatin, including sle authrity t retain and terminate such cnsultant and apprve such cnsultant s fees and ther retentin terms. The Cmmittee shall als have the authrity t engage and btain advice, reprts r pinins frm internal r independent cunsel and ther expert advisrs, as it determines necessary r apprpriate, t carry ut its duties. Other than in-huse legal cunsel, subject t an electin by the Cmpany t rely n the exemptin available t cntrlled cmpanies, the Cmmittee may engage such cnsultant, cunsel r -4-
advisr nly after cnsidering his r her independence, in accrdance with SEC Rule 10(C)-1(b) and any ther factrs as may be required by the SEC r the listing standards f the Nasdaq Stck Market, Inc. r the New Yrk Stck Exchange, as applicable. Hwever, nthing in this charter requires a cmpensatin cnsultant, r ther cnsultant r advisr (including utside legal cunsel) t be independent, and the Cmmittee may select r receive advice frm any cmpensatin advisr it prefers, including nes that are nt independent, after cnducting an analysis f whether such cnsultant r advisr meets the independence standards. The 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 fficers 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 Cmpany shall prvide apprpriate funding, as determined by the Cmmittee, t pay any cmpensatin cnsultant r any ther utside advisrs hired by the Cmmittee and any administrative expenses f the Cmmittee that are necessary r apprpriate in carrying ut its activities. The Cmmittee shall 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. COMPENSATION Members f the Cmmittee shall receive such fees, if any, fr their service as Cmmittee members as may be determined by the Bard in its sle discretin. COMMITTEE CHARTER REVIEW The Cmmittee shall review and reassess the adequacy f this charter annually and shall submit any recmmended changes t the charter t the Bard fr apprval. PERFORMANCE REVIEW The Cmmittee shall review and assess its perfrmance annually. Ntwithstanding anything t the cntrary herein, the Cmmittee may chse t frg an annual evaluatin f itself pursuant t the exemptin prvided t cntrlled cmpanies fr s lng as the Cmpany remains a cntrlled cmpany. -5-