# QDARIA EXECUTIVE COMPENSATION POLICY

**Effective Date:** [Date]  
**Version:** 1.0  
**Approved by:** Board of Directors

## 1. PURPOSE AND PHILOSOPHY

### 1.1 Purpose
This Executive Compensation Policy ("Policy") establishes the framework for compensating executive officers of QDaria ("Company") in a manner that:
- Attracts and retains world-class leadership talent
- Aligns executive interests with shareholder value creation
- Rewards achievement of strategic milestones
- Maintains fiscal responsibility appropriate to our growth stage

### 1.2 Compensation Philosophy
QDaria's executive compensation philosophy is built on the following principles:
- **Market Competitiveness**: Target 50th-75th percentile of comparable quantum/deep tech companies
- **Pay for Performance**: Significant portion tied to measurable outcomes
- **Long-term Alignment**: Emphasis on equity compensation with appropriate vesting
- **Transparency**: Clear metrics and regular benchmarking
- **Fiscal Responsibility**: Balance between attracting talent and preserving runway

## 2. COMPENSATION COMMITTEE

### 2.1 Composition
The Compensation Committee shall consist of at least two (2) independent board members, with relevant experience in executive compensation and/or technology company governance.

### 2.2 Responsibilities
- Annual review of executive compensation
- Benchmarking against peer companies
- Performance evaluation and bonus determination
- Approval of equity grants
- Ensuring compliance with this Policy

## 3. COMPENSATION COMPONENTS

### 3.1 Base Salary
- Reviewed annually
- Benchmarked against quantum computing, AI, and deep tech startups in Europe
- Adjusted based on company stage, funding, and individual performance
- Paid in accordance with Swiss employment standards

### 3.2 Performance Bonus
- Target range: 30-75% of base salary depending on role
- Based on achievement of predetermined objectives:
  - Company metrics (60%): Revenue, funding, technical milestones
  - Individual metrics (40%): Role-specific KPIs
- Paid annually following board approval

### 3.3 Equity Compensation
- Long-term incentive through stock options or restricted stock
- Standard 4-year vesting with 1-year cliff
- Additional performance-based equity grants for exceptional achievement
- Subject to Company's Equity Incentive Plan

### 3.4 Benefits
- Comprehensive health insurance
- Pension contributions (2nd pillar) with company matching
- Professional development budget
- Other benefits as approved by the Board

## 4. EXECUTIVE POSITIONS AND RANGES

### 4.1 Chief Executive Officer (CEO)
- **Base Salary Range**: CHF 400,000 - 650,000
- **Target Bonus**: 50-75% of base
- **Equity**: As determined by Board (founder shares separate)
- **Education Budget**: CHF 50,000 annually

### 4.2 Chief Operating Officer (COO)
- **Base Salary Range**: CHF 280,000 - 450,000
- **Target Bonus**: 30-40% of base
- **Equity**: 0.5-2.0% over 4 years
- **Education Budget**: CHF 20,000 annually

### 4.3 Other C-Level Executives
- **Base Salary Range**: CHF 250,000 - 400,000
- **Target Bonus**: 25-35% of base
- **Equity**: 0.25-1.5% over 4 years
- **Education Budget**: CHF 15,000 annually

## 5. PERFORMANCE METRICS

### 5.1 Company Metrics (Examples)
- Achievement of funding milestones
- Revenue targets
- Technical development milestones
- Strategic partnership agreements
- Team growth and retention

### 5.2 Individual Metrics
Specific to each role and established annually through OKR process

## 6. COMPENSATION REVIEW PROCESS

### 6.1 Annual Review
- Conducted in Q4 of each fiscal year
- Includes benchmarking study
- Performance evaluation
- Recommendation for following year

### 6.2 Special Reviews
May be triggered by:
- Significant funding events
- Major strategic changes
- Exceptional performance
- Market conditions

## 7. CLAWBACK PROVISIONS

The Company reserves the right to recover compensation in cases of:
- Financial restatement due to misconduct
- Violation of company policies
- Breach of fiduciary duties
- Material misrepresentation

## 8. SEVERANCE AND CHANGE OF CONTROL

### 8.1 Severance
- CEO: Up to 12 months base salary
- Other executives: Up to 6 months base salary
- Subject to signed release and non-compete agreements

### 8.2 Change of Control
- Acceleration of vesting as defined in equity agreements
- Performance bonus pro-rated to event date

## 9. GOVERNANCE AND COMPLIANCE

### 9.1 Board Approval
All executive compensation requires Board approval, with affected executives recusing themselves from relevant discussions.

### 9.2 Documentation
All compensation decisions must be properly documented in board minutes and employment agreements.

### 9.3 Compliance
This Policy shall comply with all applicable Swiss labor laws and regulations.

## 10. POLICY ADMINISTRATION

### 10.1 Amendments
This Policy may be amended by majority vote of the Board of Directors.

### 10.2 Exceptions
Any exceptions to this Policy require unanimous Board approval and must be documented.

### 10.3 Review
This Policy shall be reviewed annually and updated as necessary.

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**Approved by the Board of Directors on:** [Date]

**Board Chair Signature:** _________________________

**Company Secretary Signature:** _________________________