Google Leadership Development and Compensation Committee Charter

Purpose

The purpose of the Leadership Development and Compensation Committee (the "Committee") is to review employee compensation policies and programs as well as the compensation of the chief executive officer and other executive officers of Google, and to recommend to the Board of Directors a compensation program for outside members of the Board of Directors.

Appointment, Membership and Organization

The Leadership Development and Compensation Committee will consist of at least two (2) independent members of the Board of Directors. The Committee's members are appointed by the Board of Directors. The Board of Directors decides the Committee's exact number and can at any time remove or replace a Committee member. Each of the Committee members will meet the requirements of:

The Board of Directors may designate one of the Committee members as the Chair of this Committee. The Committee may also form and delegate authority to subcommittees if the Committee feels this is appropriate.

Responsibilities and Authority

The Leadership Development and Compensation Committee will have the following powers and responsibilities:

In performing its responsibilities, the Committee will have the authority to obtain advice, reports or opinions from internal or external counsel and expert advisors.

Minutes and Meetings

The Development and Compensation Committee will meet at least twice annually and will hold additional meetings as necessary to carry out its responsibilities. The Committee will keep minutes of its meetings.