Common use of Compensation Committee of the Board Clause in Contracts

Compensation Committee of the Board. (a) As of the Completion of the IPO, the Board of Directors shall have established a compensation committee that, at all times prior to the 50% Date, shall consist of three (3) or more Directors (with the size of the compensation committee established by the Board of Directors) with at least one (1) such Directors being a BNPP Director. BNPP shall designate the BNPP Director to fill the position reserved for BNPP Directors on the compensation committee pursuant to this Section 2.3(a). (b) On the 50% Date (or on such earlier date as BNPP shall determine), the compensation committee shall transition to full compliance with Section 5605(d) of the Nasdaq Listing Rules to the extent the composition of the compensation committee is not already in full compliance, as follows: (i) on or before the 50% Date, the compensation committee shall have at least one (1) Independent Director who is also a Qualified Compensation Director; (ii) on or before 90 days following the 50% Date, the compensation committee shall consist of a majority of Independent Directors, at least two (2) of whom are Qualified Compensation Directors; and (iii) on or before the one-year anniversary of the 50% Date, the compensation committee shall consist solely of Independent Directors, at least two (2) of whom are Qualified Compensation Directors. (c) Until the Deconsolidation Date, the Board of Directors, in its entirety and in compliance with CRD IV and any similar regulations to which BNPP is subject, shall: (i) approve any grants of equity or equity-based compensation awards to any Executive Officer, Other Officer or Director; and (ii) determine performance goals for performance-based compensation of the Executive Officers and Other Officers and the satisfaction thereof; provided that, if determined necessary in order to provide qualified performance-based compensation under Section 162(m) and/or to comply with other Applicable Law, the compensation committee or subcommittee of the Board of Directors composed solely of two (2) or more Qualified Compensation Directors shall be responsible for the foregoing matters. (d) Following the 50% Date, the compensation committee shall have responsibilities and authority consistent with Section 5605(d) of the Nasdaq Listing Rules, and such additional responsibilities and authority, not inconsistent with this Agreement, as shall be delegated to it by the Board of Directors from time to time. (e) After the one-year anniversary of the 50% Date (or such other date on which the compensation committee shall consist solely of Independent Directors) and until the 5% Date, at any time during which a BNPP Independent Director serves on the Board of Directors, at least one member of the compensation committee shall be a BNPP Independent Director. No BNPP Director shall be a member of the compensation committee following the 5% Date.

Compensation Committee of the Board. (a) As of the Completion of the IPO, the Board of Directors shall have established a compensation committee that, at all times prior to the 50% Less Than Majority Holder Date, shall consist of three (3) or more Directors (with the size of the compensation committee established by the Board of Directors) with comprised of (i) two or more Independent Directors (at least two of which are Qualified Compensation Directors) and (ii) one (1) such Directors being a BNPP Directoror more NAB Directors. BNPP NAB shall designate the BNPP Director NAB Directors to fill the position number of positions reserved for BNPP NAB Directors on the compensation committee pursuant to this Section 2.3(a). (b) On the 50% Less Than Majority Holder Date (or on such earlier date as BNPP NAB shall determine), the compensation committee shall transition to full compliance with Section 5605(d) 303A.05 of the Nasdaq Listing Rules NYSE Manual, to the extent the composition of the compensation committee is not already in full compliance, as follows: (i) on or before the 50% Date, the compensation committee shall have at least one (1) Independent Director who is also a Qualified Compensation Director; (ii) on or before 90 days following the 50% Less Than Majority Holder Date, the compensation committee shall consist of a majority of Independent Directors, at least two (2) of whom are Qualified Compensation Directors; and (iiiii) on or before the one-year anniversary of the 50% DateLess Than Majority Holder Date (or such earlier date as NAB shall determine), the compensation committee shall consist solely of Independent Directors, at least two (2) of whom are Qualified Compensation Directors. (c) Until From the Deconsolidation Completion of the IPO until the day before the one-year anniversary of the Less Than Majority Holder Date, and during any other time that the Board of compensation committee includes members who are not Qualified Compensation Directors, in its entirety and in compliance with CRD IV and any similar regulations to which BNPP is subject, shallthe compensation committee shall maintain a subcommittee consisting solely of two or more Qualified Compensation Directors who shall be responsible for: (i) approve approving any grants of equity or equity-based compensation awards to any Executive Officer, Other Officer or Director; and; (ii) determine determining performance goals for performance-based compensation of the Executive Officers and Other Officers and the satisfaction thereof; provided that, if and (iii) such other matters as shall be required by Applicable Law to be approved or determined necessary in order to provide qualified performance-based compensation under Section 162(m) and/or to comply with other Applicable Law, the compensation committee or subcommittee of the Board of Directors composed solely of two (2) or more by Qualified Compensation Directors shall be responsible for the foregoing mattersDirectors. (d) Following the 50% Less Than Majority Holder Date, the compensation committee shall have responsibilities and authority consistent with Section 5605(d) Rule 303A.05 of the Nasdaq Listing RulesNYSE Manual, and such additional responsibilities and authority, not inconsistent with this Agreement, as shall be delegated to it by the Board of Directors from time to time. (e) After the one-year anniversary of the 50% Less Than Majority Holder Date, if the Non-Control Date (or such other date on which the compensation committee shall consist solely of Independent Directors) and until the 5% Datehas not occurred, at any time during which a BNPP NAB Independent Director serves on the Board of Directors, at least one member of the compensation committee shall be a BNPP NAB Independent Director. No BNPP Director shall be a member of the compensation committee following the 5% Date.

Compensation Committee of the Board. (a) As of the Completion of the IPO, the Board of Directors shall have established a compensation committee that, at all times prior to the 50% Less Than Majority Holder Date, shall consist of three (3) or more Directors (with the size of the compensation committee established by the Board of Directors) with comprised of (i) two or more Independent Directors (at least two of which are Qualified Compensation Directors) and (ii) one (1) such Directors being a BNPP Directoror more NAB Directors. BNPP NAB shall designate the BNPP Director NAB Directors to fill the position number of positions reserved for BNPP NAB Directors on the compensation committee pursuant to this Section 2.3(a). (b) On the 50% Less Than Majority Holder Date (or on such earlier date as BNPP NAB shall determine), the compensation committee shall transition to full compliance with Section 5605(d) 303A.05 of the Nasdaq Listing Rules NYSE Manual, to the extent the composition of the compensation committee is not already in full compliance, as follows: (i) on or before the 50% Date, the compensation committee shall have at least one (1) Independent Director who is also a Qualified Compensation Director; (ii) on or before 90 days following the 50% Less Than Majority Holder Date, the compensation committee shall consist of a majority of Independent Directors, at least two (2) of whom are Qualified Compensation Directors; andand SC1:3686837.8 (iiiii) on or before the one-year anniversary of the 50% DateLess Than Majority Holder Date (or such earlier date as NAB shall determine), the compensation committee shall consist solely of Independent Directors, at least two (2) of whom are Qualified Compensation Directors. (c) Until From the Deconsolidation Completion of the IPO until the day before the one-year anniversary of the Less Than Majority Holder Date, and during any other time that the Board of compensation committee includes members who are not Qualified Compensation Directors, in its entirety and in compliance with CRD IV and any similar regulations to which BNPP is subject, shallthe compensation committee shall maintain a subcommittee consisting solely of two or more Qualified Compensation Directors who shall be responsible for: (i) approve approving any grants of equity or equity-based compensation awards to any Executive Officer, Other Officer or Director; and; (ii) determine determining performance goals for performance-based compensation of the Executive Officers and Other Officers and the satisfaction thereof; provided that, if and (iii) such other matters as shall be required by Applicable Law to be approved or determined necessary in order to provide qualified performance-based compensation under Section 162(m) and/or to comply with other Applicable Law, the compensation committee or subcommittee of the Board of Directors composed solely of two (2) or more by Qualified Compensation Directors shall be responsible for the foregoing mattersDirectors. (d) Following the 50% Less Than Majority Holder Date, the compensation committee shall have responsibilities and authority consistent with Section 5605(d) Rule 303A.05 of the Nasdaq Listing RulesNYSE Manual, and such additional responsibilities and authority, not inconsistent with this Agreement, as shall be delegated to it by the Board of Directors from time to time. (e) After the one-year anniversary of the 50% Less Than Majority Holder Date, if the Non-Control Date (or such other date on which the compensation committee shall consist solely of Independent Directors) and until the 5% Datehas not occurred, at any time during which a BNPP NAB Independent Director serves on the Board of Directors, at least one member of the compensation committee shall be a BNPP NAB Independent Director. No BNPP Director shall be a member of the compensation committee following the 5% Date.