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Committee Composition

Compensation & Management Development Committee

This Charter of the Compensation and Management Development Committee (the "Committee") of the Board of Directors of Choice Hotels International, Inc. (the "Company") was adopted by the Board of Directors of the Company (the "Board") on February 9, 2009 and amended as of April 19, 2018.

Purposes. The primary purposes and functions of the Committee are to:

  1. Discharge the Board's responsibilities relating to compensation of the Company's executive officers.
  2. Review and discuss with management the Company’s Compensation Discussion and Analysis (“CD&A”), and prepare and submit a Compensation Committee Report, in each case for inclusion in the Company’s proxy statement.
  3. Review plans for senior executive development and succession.

Goals; Responsibilities and Authority. The primary goals, responsibilities and authority of the Committee are to:

  1. Compensation Related.
    1. Review and approve corporate goals and objectives relevant to Chief Executive Officer (“CEOcompensation, evaluate the CEO's performance in light of those goals and objectives, and set the CEO's compensation level based on this evaluation.  In evaluating and determining CEO compensation, the Committee shall consider the results of the most recent shareholder advisory vote on executive compensation (“Say on Pay Vote”). The CEO may not be present during voting or deliberations of the Compensation Committee regarding matters relating to the CEO’s compensation. 
    2. Review and approve salary changes, bonus and incentive plans, equity-based compensation, pensions, retirement and other compensation for the other officers of the Company and its subsidiaries. In evaluating and determining compensation for the executive officers, the Committee shall consider the results of the most recent Say on Pay Vote.
    3. Review and approve compensation-related agreements (including employment agreements, severance and change of control arrangements and any other special supplemental compensation and/or benefit) for the CEO and other executive officers.
    4. Select a peer group of companies against which to compare the Company’s compensation practices as one factor to consider when setting compensation.
    5. Periodically review company policies concerning management benefits and benefit plans for all employees of the Company.
    6. Oversee, interpret and otherwise exercise the various authorities prescribed for the Committee by the Company’s incentive compensation and equity-based plans, and make recommendations to the Board with respect to such plans.
    7. If permitted by the applicable compensation and equity-based plans, grant awards to eligible participants and allow authorization of employer contributions under such plans.
    8. Review the Company’s incentive compensation arrangements to determine whether they encourage excessive risk-taking, review and discuss at least annually the relationship between risk management policies and practices and compensation, and evaluate compensation policies and practices that could mitigate any such risks.
    9. Review and discuss the CD&A with Company management and, based on the review and discussion, make a recommendation to the Board regarding whether to include the CD&A in the Company’s proxy statement and/or annual report on Form 10-K.  The Committee shall prepare a Compensation Committee Report describing the above actions and authorize the inclusion of the report in the Company’s proxy statement and/or its annual report on Form 10-K, all in accordance with applicable rules and regulations. 
    10. Review non-employee director compensation annually and make recommendations to the Board.
  2. Management Development & Succession Planning.  The Committee will annually:
    1. Review and discuss the Company’s management succession plan for the CEO and other key executives.
    2. Review and discuss management development for key executives and the Company’s annual talent review.
  3. Self-Evaluation and Charter. The Committee shall undertake an evaluation of the Committee's effectiveness at least once a year in compliance with legal requirements.  The Committee shall review and update this Charter, at least annually, as the Committee shall determine to be necessary or desirable.
  4. Reporting to the Board. The Committee shall report its actions and recommendations to the Board.
  5. Outside Advisors and Funding. The Committee has the sole authority, without seeking Board approval, to retain outside compensation consultants regarding CEO or senior management compensation, to terminate the same, and to approve the applicable consulting fees and terms.  The Committee shall also have authority to obtain advice and assistance from internal or outside legal or other advisors it determines necessary to carry out its duties. In retaining compensation consultants, outside counsel or advisors, the Committee must take into consideration the independence factors set forth in the New York Stock Exchange’s rules. The Company shall provide for appropriate funding for the Committee, in its capacity as a committee of the Board, in such amounts as may be determined by the Committee, for payment of compensation to any advisors engaged by the Committee in connection with the fulfillment by the Committee of its responsibilities and duties hereunder.  
  6. Delegation. The Committee is authorized to form and delegate one or more of its duties to a subcommittee, the members of which shall be one or more members of the Committee. 
  7. Other. The Committee shall address such other matters as may be referred to the Committee by the Board, from time to time.

Composition of the Committee.

  1. Number. The Committee shall consist of at least three directors.
  2. Independence. All of the members of the Committee must (i) meet the independence requirements of the New York Stock Exchange, as the same may be in effect from time to time, (ii) qualify as a “non-employee director” for purposes of Rule 16b-3 under the Securities Exchange Act of 1934, as amended, and (iii) qualify as an “outside director” for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended. In addition, no member may be a part of a compensation committee interlock within the meaning of SEC Regulation S-K.
  3. Election and Removal of Committee Members. The members of the Committee shall be elected by the Board. The Board may remove any member from the Committee at any time with or without cause. Unless a Chair is elected by the full Board, the members of the Committee shall designate a Chair by majority vote of the full Committee membership.

Meetings of the Committee.

The Committee shall meet at least three times annually, or more frequently as circumstances dictate. The Chair of the Committee shall have the authority to call meetings of the Committee upon reasonable notice and shall preside at all meetings of the Committee. Meetings of the Committee may be conducted by telephone conference if each of the members may simultaneously hear each other member. A majority of the members of the Committee shall constitute quorum for the conduct of business and the Committee shall act by majority vote of the quorum. Action of the Committee may be taken without a meeting if unanimous written consent thereto by each of the members of the Committee is given. The Committee shall keep minutes of its meetings and shall provide copies of such minutes and of actions by written consent to the Board and to the Secretary of the Company for placement in the Company's minute books.

Compensation & Management Development Committee
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