XPONENTIAL, INC.
COMPENSATION COMMITTEE
Charter

Purpose

The purpose of the Compensation Committee (the “Committee”) of the Board of Directors of Xponential, Inc. (the “Company”) is to discharge the responsibilities of the Board of Directors relating to compensation of the Company's executives, as more specifically described below, to produce an annual report on compensation for inclusion in the Company's proxy statement in accordance with applicable rules and regulations, and generally to provide assistance to the Board of Directors on compensation matters, also as described below.

Committee Composition

The Committee will be comprised of at least three members, consisting solely of “independent” directors.  A director is “independent” if he or she meets the requirements for independence set forth in the rules of The NASDAQ Stock Market and the Securities and Exchange Commission and the requirements for qualification as an “outside director” under Section 162(m) of the Internal Revenue Code.

The members of the Committee will be appointed by the Board of Directors after taking into account the recommendations of the Nominating and Governance Committee of the Board of Directors.  A member will serve until his or her successor is appointed, his or her position on the Committee is eliminated due to a reduction in the size of the Committee, his or her resignation, his or her service on the Board of Directors terminates, or he or she is removed by the Board of Directors.  The chairperson of the Committee will be the member of the Committee appointed to serve in such capacity by the Board of Directors from time to time.

Meetings and Reports

The Committee will meet as frequently as the Committee deems necessary, but the Committee will meet at least two times each year.  Meetings of the Committee may be called by or at the request of the Chairman of the Board of Directors, the chairperson of the Committee, or otherwise as provided in the bylaws of the Company.  The Committee will report periodically to the Board of Directors regarding the Committee's activities.

Specific Responsibilities and Authority

The Committee has the following responsibilities and authority:

  1. The Committee is responsible for determining the cash compensation and cash compensation plans, including incentive compensation, the amounts and terms of stock option or other equity awards, and the terms of any agreements concerning employment, compensation, or employment termination matters for the President and Chief Executive Officer and the Chief Financial Officer of the Company, subject to ratification by the Board of Directors.  In this role, the Committee is responsible for reviewing and approving corporate goals and objectives relevant to the compensation of the President and Chief Executive Officer and the Chief Financial Officer and for evaluating their performance in light of these goals and objectives as a basis for determining their compensation levels.  Neither the Chief Executive Officer nor the Chief Financial Officer may be present during voting or deliberations by the Committee.
  2. The Committee is responsible, based on the recommendations of the President and Chief Executive Officer of the Company, for determining the cash compensation, including incentive compensation, the amounts and terms of stock option or other equity awards, and the terms of any agreements concerning employment, compensation, or employment termination for the other “executive officers” of the Company and its subsidiaries under Section 16 of the Securities Exchange Act of 1934 and other key executive officers of the Company and its subsidiaries identified from time to time by the Committee in consultation with the President and Chief Executive Officer.
  3. The Committee is responsible for monitoring the application of Company retirement and other fringe benefit plans to the President and Chief Executive Officer and the Chief Financial Officer of the Company and the other individuals referred to in item (2), above, and recommending such actions with respect to these matters from time to time to the Board of Directors, to another committee, or to the senior executive officers of the Company as is deemed appropriate by the Committee.
  4. The Committee is responsible for the periodic review of succession plans for the President and Chief Executive Officer, the Chief Financial Officer, and other executive officers of the Company.  The Committee is to periodically report to the Board of Directors on these matters.
  5. The Committee is to act as the “Committee” under the 2003 Stock Option Plan, 2003 Stock Incentive Plan and the Capital Incentive Program of the Company, which committee is responsible for the grant of options or other awards and for all other administration under such plans with respect to employees of the Company and its subsidiaries, with the power to delegate its authority and responsibilities to the President and Chief Executive Officer or an Executive Vice President of the Company as it deems appropriate, and to monitor the status and terms of such plans, including shares available for issue, and make recommendations to the Board of Directors with respect to the plans as the Committee deems appropriate.
  6. The Committee is to act as the compensation committee of outside directors under Section 162(m) of the Internal Revenue Code with responsibility for establishing, administering and certifying attainment of performance goals in order to comply with that Section as the Committee deems appropriate.
  7. The Committee will undertake such additional activities relating to executive compensation matters as the Committee or the Board of Directors determines from time to time.

Delegation; Use of Advisors

The Committee may delegate authority with respect to such of its functions to such officers of the Company as it may deem appropriate from time to time.

In the course of fulfilling its duties, the Committee has the authority to retain its own independent advisors in its sole discretion, including sole authority to approve the fees and other retention terms of any advisor and to terminate such advisor.

Annual Evaluation

The Committee will evaluate its performance on an annual basis.
 
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