REVISED October 3, 2018 I. Statement of Policy CHARTER OF THE COMPENSATION AND STOCK INCENTIVE COMMITTEE OF THE BOARD OF DIRECTORS OF ASCENA RETAIL GROUP, INC. The function of the Compensation and Stock Incentive Committee (the Committee ) is to assist the Board of Directors (the Board ) of Ascena Retail Group, Inc. (the Corporation ) by (i) evaluating and determining all matters relating to the compensation of the Corporation s Chairman, President and Chief Executive Officer (the CEO ) and other executive officers (as defined in Rule 3b-7 of the Securities Exchange Act of 1934, as amended from time to time (the Exchange Act )) of the Corporation; (ii) administering and functioning as the committee that is authorized to grant stock options, restricted stock and other equity-based and incentive awards to executive officers and such other key executives and employees as the Committee shall determine under the Corporation s stock and cash incentive plans; and (iii) reviewing and reporting to the Board on such other matters as may be appropriately delegated by the Board for the Committee s consideration. II. Composition The Committee shall be comprised of two or more independent directors, each of whom, in the determination of the Board, must meet the independence and other requirements of Rule 10C- 1(b)(1) of the Exchange Act, and under Rule 5605(a)(2) of the Nasdaq Stock Market ( NASDAQ ) rules or, with the approval of the Board, satisfy one or more of the exceptions permitted by NASDAQ. At least two members of the Committee shall also qualify as: (a) non-employee directors (as defined in Rule 16b-3 under the Exchange Act ( Rule 16b-3 ); and (b) outside directors (as defined in Section 162(m) of the Internal Revenue Code of 1986, as amended from time to time ( Section 162(m) ) as in effect prior to the enactment of the Tax Cuts and Jobs Act ( Prior 162(m) ), solely to the extent necessary or advisable with respect to any compensation intended to be performance-based compensation under Prior 162(m). If applicable, a member of the Committee who does not meet the non-employee director standard within the meaning of Rule 16b-3 and/or the outside director standard within the meaning of Prior 162(m), in each case to the extent applicable, shall abstain from the actions of the Committee, as the Committee shall determine, in order to comply with Prior 162(m) and/or Rule 16b-3, as may be applicable. 52411584v7
In addition, in affirmatively determining the independence of any director who will serve on the Committee, the Board must consider all factors specifically relevant to determining whether a director has a relationship to the Corporation that is material to that director s ability to be independent from management in connection with the duties of a Committee member, including, but not limited to: the source of compensation of such director, including any consulting, advisory or other compensatory fee paid by the Corporation to such director; and whether such director is affiliated with the Corporation, a subsidiary of the Corporation or an affiliate of a subsidiary of the Corporation. The members of the Committee shall be appointed and replaced by the Board. Unless a Chair is appointed by the full Board, the members of the Committee may designate a Chair by majority vote of the full Committee membership. III. Meetings The Committee shall meet at such times and with such frequency as the Committee shall determine as appropriate to meet its responsibilities. The Committee may ask members of management or others to attend meetings and provide pertinent information as necessary. The Committee shall report to the Board from time to time, as requested by the Board, or as the Committee deems appropriate. IV. Responsibilities and Duties 1. The Committee shall: (i) evaluate and determine all matters relating to the compensation (including base salary, incentive compensation and equity-based awards) of the Chairman, President and CEO, including, without limitation, matters relating to the Corporation s employment agreements with them, without the Chairman, President and CEO present; (ii) evaluate and determine, in consultation with the Chairman, President and CEO, all matters relating to the compensation (including base salary, incentive compensation and equity-based awards) of other executive officers and other key executives and employees of the Corporation as determined by the Committee; and (iii) serve as the committee under the Corporation s stock and cash incentive plans applicable to the executive officers of the Corporation as in effect from time to time. The Committee shall review and approve on an annual basis the corporate goals and objectives with respect to compensation for the CEO. In consultation with the independent directors of the Board, the Committee shall evaluate, at least on an annual basis, the CEO s performance in light of these established goals and objectives. Based upon this evaluation, and considering the competitive position of the compensation, the Committee shall determine the CEO s annual compensation, including salary, bonus, incentive and equity compensation. In evaluating and determining matters related to the compensation of the Chairman, President and CEO and the Corporation s other named executive officers, the Committee may consider the results of the Corporation s most recent Say on Pay Vote. No 2
executive may be present during voting or deliberations with respect to matters relating to such executive s compensation. 2. The Committee shall annually report to the Corporation s stockholders on certain executive compensation matters, as required by the rules and regulations of the Securities and Exchange Commission, as they may be amended from time to time. Such report will be included in the Corporation s annual proxy statement. 3. The Committee shall administer and function as the committee that is authorized to grant stock options and make other equity and cash awards to eligible individuals under the Corporation s stock and cash incentive plans as in effect from time to time. 4. The Committee shall review and determine whether to approve any equitycompensation grant or plan that the Committee is required to approve under any applicable law, regulation or NASDAQ rule. 5. The Committee shall have the authority, in its sole discretion, to select, retain and obtain the advice of compensation consultants, outside legal counsel and other advisers (each an Adviser ) as it deems necessary to assist with the execution of its duties and responsibilities as set forth in this Charter. The Committee shall set the compensation and other terms and conditions, and oversee the work, of the Advisers. The Committee shall receive appropriate funding from the Corporation, as determined by the Committee, for the payment of compensation to the Advisers retained by the Committee. The Committee shall also have the sole authority to terminate such Advisers services. 6. In selecting Advisers, the Committee shall take into account factors it considers appropriate or as may be required by law, regulation or under the NASDAQ listing standards, including the following (solely to the extent required by the NASDAQ listing standards): (i) (ii) (iii) (iv) (v) the provision of other services to the Corporation by the Advisers employer; the amount of fees received from the Corporation by the Advisers employer, as a percentage of the employer s total revenue; the policies and procedures of the Advisers employer that are designed to prevent conflicts of interest; any business or personal relationship between the Adviser and a Committee member; the amount of any Corporation stock owned by the Adviser (including immediate family members); and 3
(vi) any business or personal relationship between the Adviser or their employer and an executive officer of the Corporation. 7. (a) The Committee may determine stock ownership guidelines for the CEO and the non-employee directors of the Board and monitor compliance with such guidelines. (b) The Committee has the authority to: (i) (ii) review the Corporation s incentive compensation arrangements with regard to the avoidance and mitigation of excessive risktaking; review director compensation for service on the Board and Board committees, and recommend any changes to the Board; and (c) (iii) administer the incentive compensation recoupment policy previously approved by the Board and recommend any changes to the Board. The Committee may conduct such evaluations of the Committee s performance of its duties under this Charter as it may deem appropriate. 8. The Committee shall review and recommend to the Board for approval the frequency with which the Corporation will conduct Say on Pay Votes, taking into account the results of the most recent stockholder advisory vote on frequency of Say on Pay Votes required by Section 14A of the Exchange Act, and review and approve the proposals regarding the Say on Pay Vote and the frequency of the Say on Pay Vote to be included in the Corporation's proxy statement. 9. The Committee shall from time to time review and report to the Board on such other matters as may be appropriately delegated by the Board for the Committee s consideration. 10. The Committee shall be entitled to delegate any or all of its duties or responsibilities to a subcommittee of the Committee, to the extent consistent with the Company s certificate of incorporation, bylaws, applicable law and the NASDAQ rules. Without limiting the foregoing, the Committee may establish a subcommittee of the Committee that is intended to qualify as: (a) a committee consisting solely of two or more outside directors within the meaning of Prior 162(m), and may delegate to such subcommittee all approvals, certifications and administrative and other determinations with respect to compensation intended to qualify as performance-based compensation under Prior 162(m), and such subcommittee shall have the full authority of the Committee provided hereunder with respect to such matters, and/or 4
(b) a committee consisting solely of two or more non-employee directors within the meaning of Rule 16b-3, and may delegate to such subcommittee all approvals and administrative and other determinations with respect to equity-based compensation intended to be exempt from the short swing profit recovery rules of Section 16(b) of the Exchange Act, and such subcommittee shall have the full authority of the Committee provided hereunder with respect to such matters. 11. The Committee may diverge from the specific activities outlined throughout this Charter as appropriate if circumstances or regulatory requirements change. In addition to these activities, the Committee may perform such other functions as necessary or appropriate under applicable laws, regulations, NASDAQ rules, the Corporation s certificate of incorporation and by-laws, and the resolutions and other directives of the Board. This Charter is in all respects subject and subordinate to the Corporation s certificate of incorporation and by-laws, the resolutions of the Board and the applicable provisions of Delaware corporate law. This Charter shall at least annually be reviewed and reassessed by the Committee, and any proposed changes shall be submitted to the Board for approval. 5