QDARIA EXECUTIVE COMPENSATION POLICY

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.

Approved by the Board of Directors on: [Date]

Board Chair Signature: _________________________

Company Secretary Signature: _________________________