Board Uses in Compensation Committee Clause

Compensation Committee from Employment Agreement

This EMPLOYMENT AGREEMENT (this Agreement) is made and entered into as of this 6th day of July 2017, by and between Clovis Oncology, Inc., a Delaware corporation (the Company), and Daniel Muehl (the Employee).

Compensation Committee. shall mean the committee of the Board designated to make compensation decisions relating to senior executive officers of the Company Group. Prior to any time that such a committee has been designated, the Board shall be deemed the Compensation Committee for purposes of this Agreement.

Compensation Committee from Employment and Severance Agreement

This AMENDED AND RESTATED EMPLOYMENT AND SEVERANCE AGREEMENT (this "Agreement"), is made and effective as of March 1, 2017 (the "Effective Date"), by and between Inogen, Inc., a Delaware corporation (the "Company"), and Scott Wilkinson (the "Executive").

Compensation Committee. shall mean the committee of the Board designated to make compensation decisions relating to senior executive officers of the Company. (l)

Compensation Committee from Employment and Severance Agreement

This AMENDED AND RESTATED EMPLOYMENT AND SEVERANCE AGREEMENT (this "Agreement"), is made and effective as of January 1, 2017 (the "Effective Date"), by and between Inogen, Inc., a Delaware corporation (the "Company"), and Byron Myers (the "Executive").

Compensation Committee. shall mean the committee of the Board designated to make compensation decisions relating to senior executive officers of the Company. (l)

Compensation Committee from Amended and Restated

Compensation Committee. or "Committee" means the Compensation Committee established by the Board of Directors, or such other committee consisting of two or more members of the Board as may be appointed by the Board from time to time to administer this Plan pursuant to Article 3. If the Common Stock is traded on the NYSE or the NASDAQ, all of the members of the Committee shall be independent directors within the meaning of the NYSE's or NASDAQ's listing standards (as applicable). If any member of the Committee does not qualify as (i) a "non-employee director" within the meaning of Rule 16b-3 under the Exchange Act, and (ii) an "outside director" within the meaning of Code section 162(m), the Board shall appoint a subcommittee of the Committee, consisting of at least two Independent Directors, to grant Awards to Covered Employees and to Reporting Persons; each member of such subcommittee shall satisfy the requirements of (i) and (ii) above. Alternatively, the Board may appoint two separate subcommittees of the Committee, with one consisting of at least two Independent Directors who are "non-employee directors" within the meaning of Rule 16b-3 under the Exchange Act (which shall have authority to approve Awards to Reporting Persons for purposes of Exchange Act section 16(a)), and one consisting of at least two Independent Directors who are "outside directors" within the meaning of Code section 162(m) (which shall have authority with respect to the performance terms in Awards to Covered Employees as necessary to comply with the Exception). References to the Committee in the Plan shall include and, as appropriate, apply to any such subcommittee.

Compensation Committee from Equity Incentive Plan

Compensation Committee. means the compensation committee of the Board. The Compensation Committee shall have at least two members, each of whom shall be a non-employee director as defined in Rule 16b-3 under the Securities Exchange Act of 1934, as amended, and an outside director as defined in Section 162(m) of the Code and the regulations thereunder, and, if applicable, meet the independence requirements of the applicable stock exchange, quotation system or other self-regulatory organization on which the Stock is traded.

Compensation Committee from Employment Agreement

This Employment Agreement (the Agreement) is made and entered into as of this 19th day of August 2016, by and between BeiGene USA, Inc., (the Company), a subsidiary of BeiGene, Ltd., and Dr. Jane Huang (the Employee).

Compensation Committee. shall mean the committee, if any, of the Board designated to make compensation decisions relating to senior executive officers of the Company Group. Prior to any time that such a committee has been designated, the Board shall be deemed the Compensation Committee for purposes of this Agreement.

Compensation Committee from Employment Agreement

This Employment Agreement (this Agreement) is made and entered into as of this 8th day of August 2016, by and between BeiGene USA, Inc., (the Company), a subsidiary of BeiGene, Ltd., and Amy Peterson (the Employee).

Compensation Committee. shall mean the committee, if any, of the Board designated to make compensation decisions relating to senior executive officers of the Company Group. Prior to any time that such a committee has been designated, the Board shall be deemed the Compensation Committee for purposes of this Agreement.

Compensation Committee from Employment Agreement

This Employment Agreement (this Agreement) is made and entered into as of this 28th day of April 2016, by and between BeiGene USA, Inc., (the Company), a subsidiary of BeiGene, Ltd., and Ji Li (the Employee).

Compensation Committee. shall mean the committee, if any, of the Board designated to make compensation decisions relating to senior executive officers of the Company Group. Prior to any time that such a committee has been designated, the Board shall be deemed the Compensation Committee for purposes of this Agreement.

Compensation Committee from Incentive Plan

Compensation Committee. means the Compensation Committee of the Board; provided, that (i) with respect to any Awards to any Insider, Compensation Committee means all of the members of the Compensation Committee who are non-employee directors within the meaning of Rule 16b-3 adopted under the Exchange Act, and (ii) with respect to any Awards to any key employees who are Named Executive Officers intended to comply with the Performance-Based Exception, Compensation Committee means all of the members of the Compensation Committee who are outside directors within the meaning of Section 162(m) of the Code.

Compensation Committee from Employment and Severance Agreement

This EMPLOYMENT AND SEVERANCE AGREEMENT (this "Agreement"), is made and effective as of August 21st, 2015 (the "Effective Date"), by and between Inogen, Inc., a Delaware corporation (the "Company"), and Byron Myers (the "Executive").

Compensation Committee. " shall mean the committee of the Board designated to make compensation decisions relating to senior executive officers of the Company. Prior to any time that such a committee has been designated, the Board shall be deemed the Compensation Committee for purposes of this Agreement.