CHARTER OF THE
COMPENSATION COMMITTEE
OF THE BOARD OF DIRECTORS OF
MARIN SOFTWARE INCORPORATED

As adopted on February 12, 2013 and amended through August 6, 2013

I.     PURPOSE

       The Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of MARIN SOFTWARE INCORPORATED (the “Company”) through delegation from the Board, has principal responsibility to evaluate, recommend, approve and review executive officer and director compensation arrangements, plans, policies and programs maintained by the Company, and to administer the Company’s cash‑based and equity‑based compensation plans. The Committee may also make recommendations to the Board regarding any other Board responsibilities relating to executive compensation.

       This charter (the "Charter”) sets forth the authority and responsibility of the Committee in fulfilling its purpose.

II.    MEMBERSHIP

       The Committee will consist of at least two Board members, each of who will:

• be an “independent director” as defined under the applicable rules, regulations and listing requirements of the New York Stock Exchange, as amended from time to time (the “Exchange Rules”), except as may otherwise be permitted by such Exchange Rules;

• be “independent” as defined in any other rules and regulations (“Commission Rules”) promulgated by the Securities and Exchange Commission (the “Commission”) under Section 10C of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), except as may otherwise be permitted by Commission Rules;

• be a “non‑employee director,” as defined in Rule 16b‑3 under Section 16 of the Exchange Act;

• be an “outside director” under Regulation Section 1.162‑27 promulgated under Section 162(m) of the Internal Revenue Code of 1986, as amended;

• be free from any relationship that, in the opinion of the Board, would interfere with the exercise of independent judgment as a Committee member; and

• meet any other requirements imposed by applicable law, regulations or rules, subject to any applicable exemptions and transition provisions.

       In connection with appointing or continuing the membership of each director serving on the Committee, when affirmatively determining the independence of such member, the Board will consider all factors specifically relevant to determining whether such director has a relationship to the Company which is material to that director’s ability to be independent from management in connection with the duties of a member of the Committee, including, at a minimum:

• the source of compensation of such director, including any consulting, advisory or other compensatory fee paid by the listed company to such director, including whether the director receives compensation from any person or entity that would impair his ability to make independent judgments about the Company’s executive compensation; and

• whether such director is affiliated with the listed company, a subsidiary of the listed company or an affiliate of a subsidiary of the listed company, including whether the affiliate relationship places the director under the direct or indirect control of the Company or its senior management, or creates a direct relationship between the director and members of senior management, in each case of a nature that would impair his ability to make independent judgments about the Company’s executive compensation.

       Committee members will be appointed by, and will serve at the discretion of, the Board.  The Board may appoint a chairperson of the Committee (the “Chair”) or, if the Board does not appoint a Chair, the Committee members may by majority vote designate a Chair.  The Chair will set the agenda for and conduct the proceedings of Committee meetings.

III.  RESPONSIBILITIES AND DUTIES

       The principal responsibilities and duties of the Committee are set forth below. The Committee may supplement these responsibilities and duties as appropriate and may establish policies and procedures from time to time that it deems necessary or advisable in fulfilling its responsibilities and duties.

       The Committee will:

1. Annually review the Company’s overall compensation strategy, including base salary, incentive compensation and long-term incentive compensation, including equity‑based grants, to assure that it promotes stockholder interests and supports the Company’s strategic and tactical objectives, and that it provides for appropriate rewards and incentives for the Company’s management and employees.
   
   
2. Annually review and approve the goals and objectives to be considered in determining the compensation of the Company’s Chief Executive Officer (the “CEO”) and other “executive officers” as defined under Rule 3b‑7 and “officers” as defined under Rule 16a‑1(f) promulgated under the Exchange Act (collectively with the CEO, the “Executive Officers”), and evaluate their performance in light of these goals and objectives. 

       Based on this evaluation, including an evaluation of the Company’s performance, the Committee will have the sole authority, subject to any approval by the Board which the Committee or legal counsel determines to be desirable or is required by applicable law or the Exchange Rules, to make decisions respecting (i) the salary paid to the CEO and other Executive Officers, (ii) the grant of all cash‑based incentive compensation and equity‑based compensation to the CEO and other Executive Officers, (iii) the entering into or amendment or extension of any offer letter, employment contract or similar arrangement with the CEO and other Executive Officers, (iv) the entering into or amendment or extension of any CEO or other Executive Officer severance or change in control arrangements, and (v) any other CEO or other Executive Officer compensation matters; provided that the Committee may take account of the recommendations of the Board (or any Board member) with respect to CEO and other Executive Officer compensation.

       Among the other factors that the Committee may consider when evaluating and determining Executive Officer compensation are (a) consistency with the Company’s compensation strategy, (b) internal equity considerations, (c) competitive practices (including the selection of peer companies used for compensation analysis), and (d) applicable legal, accounting and regulatory considerations.  In connection with such determinations, the Committee will review all aspects of Executive Officer compensation, including review of the potential pay‑outs in the event of retirement, termination with or without cause, and severance in connection with a change in control transaction, under a range of economic scenarios.  The Committee also may take account of the recommendations of the CEO with respect to the other Executive Officers for each of the foregoing items.  The CEO may not be present during voting or deliberations regarding the CEO’s compensation.  In determining the long‑term incentive component of CEO compensation, the Committee may consider the Company’s performance and relative shareholder return, the value of similar incentive awards to chief executive officers at comparable companies, and the awards given to the CEO in past years.

       3. Annually review and approve or make recommendations to the Board with respect to adoption and approval of, or amendments to, all cash‑based and equity‑based incentive compensation plans and arrangements, and the cash amounts and aggregate numbers of shares reserved for issuance thereunder, after taking into consideration the Company’s strategies with respect to cash‑based and equity‑based compensation.

       4. Review and approve policies and procedures relating to perquisites and expense accounts of Executive Officers.

       5. Administer and interpret the Company’s cash‑based and equity‑based compensation plans and agreements thereunder, including establishing parameters for delegated authority to issue equity awards.

       6. Meet with the CEO annually to discuss the incentive compensation programs to be in effect for the other Executive Officers and for other employees of the Company or any Company subsidiary for such fiscal year, and the corporate goals and objectives relevant to those programs and performance targets applicable to the Executive Officers and, where appropriate, other employees of the Company or any subsidiary.

       7. Administer and, if deemed necessary, amend the Company’s 401(k) plan and any deferred compensation plans (collectively, the“Designated Plans”), and, if desired, delegate the routine administration of the Designated Plans to an administrative committee consisting of employees of the Company named by the Committee.

       8. Recommend to the Board, for determination by the Board, the form and amount of cash‑based and equity‑based compensation to be paid or awarded to the Company’s non‑employee directors, including compensation for service on the Board or on committees of the Board.

       9. Review with management the Company’s major compensation‑related risk exposures and the steps management has taken to monitor or mitigate such exposures.

       10. Review and discuss any disclosure in the annual report or the proxy statement for the Company’s annual meeting of stockholders regarding the Company’s compensation policies and practices as they relate to its risk management prepared in response to the requirement of Item 402(s) of Regulation S-K and prepare a report of the Committee for inclusion in the annual report or the proxy statement for the Company’s annual meeting of stockholders in accordance with the rules and regulations of the Commission so long as the Company is subject to the periodic reporting requirements of the Exchange Act.

       11. Oversee the Company’s compliance with regulatory requirements associated with compensation of its directors, officers and employees, and review and approve the Company’s compliance program relating to restrictions on and reporting of securities transactions by the Company and its Executive Officers, other officers and directors.

       12. Make recommendations to the Board regarding adoption of a Company policy regarding recovery of incentive based compensation that is based on financial information required to be reported under the Exchange Act (or other federal securities laws) following restatement of such financial information.

       13. Periodically review the Company’s procedures with respect to employee loans.

       14. Perform any other activities required by applicable law, rules or regulations, including the Exchange Rules and rules and regulations of the Commission, and take such other actions and perform and carry out any other responsibilities and duties delegated to it by the Board or as the Committee deems necessary or appropriate consistent with its purpose.

       15. Periodically review with the CEO and the Chairman or lead independent director of the Board the succession plan for senior management, reporting its findings and recommendations to the Board.

IV.    STUDIES AND ADVISERS

       The Committee, in discharging its responsibilities, may conduct investigations into any matter appropriate to fulfill its responsibilities, with full access to all books, records, documents, facilities and personnel of the Company.  The Committee has the sole authority and right, at the expense of the Company, to retain legal, compensation and other consultants, accountants, experts and advisers of its choice to assist the Committee in connection with its functions, including any studies or investigations and shall have direct oversight of the work performed by such advisers.  In connection with the retention of such advisers, the Committee shall consider the factors related to the independence of such advisers, including with respect to each such advisor (or the advisor’s employer):  (a) the provision of other services to the Company by such advisor (or their employer); (b) the amount of fees received from the Company, as a percentage of the total revenue of such advisor (or their employer); (c) the policies and procedures of such advisor (or their employer) that are designed to prevent conflicts of interest; (d) any business or personal relationship of such advisor (or their employer) with a member of the Committee or the Company’s executive officers; (e) any shares of Company capital stock or other Company securities owned by such advisor (or their employer); and (f) such other factors as the Committee deems relevant or may be required from time to time by Commission Rules or Exchange Rules.  The Committee will have the sole authority to approve the fees and other retention terms of such advisers.  The Company will provide for appropriate funding, as determined by the Committee, for:

• payment of compensation to any legal counsel, compensation and other consultants, accountants, experts and advisers retained by the Committee;
  
  
• ordinary administrative expenses of the Committee that are necessary and appropriate in carrying out its functions; and
  
  
• the commission of any necessary studies or surveys concerning the levels of executive compensation payable in the industry in which the Company is engaged and in other related industries or obtaining recommendations from outside/independent consultants concerning comparable compensation programs.

       Irrespective of the retention of compensation and other consultants, legal counsel, accountants, experts and advisers to assist the Committee, the Committee shall exercise its own judgment in fulfillment of its functions.

V.     MEETINGS, ACTIONS WITHOUT A MEETING AND STAFF

       The Committee will meet at least twice a year or, if deemed appropriate by the Committee, more frequently.  The Chair, in consultation with the other member(s) of the Committee, will set the dates, times and places of such meetings, which may be held via tele‑ or video‑conference.  A quorum of the Committee for the transaction of business will be a majority of its members. The Committee may also act by unanimous written consent in lieu of a meeting in accordance with the Company’s Bylaws.  The Committee may form and delegate authority to subcommittees (consisting of one or more members) when appropriate.  Subject to the requirements of this Charter, applicable law, the Exchange Rules and the Commission Rules, the Committee and the Chair may invite any person it deems appropriate in order to carry out its responsibilities, to attend and participate (in a non‑voting capacity) in all or a portion of any Committee meeting.  The Committee may exclude from all or a portion of its meetings any person it deems appropriate in order to carry out its responsibilities.  The Chair will designate a secretary for each meeting, who need not be a member of the Committee.  The Secretary of the Company shall provide the Committee such staff support as it may require.

VI.   MINUTES AND REPORTS

       The Committee will maintain and file written minutes and copies of its actions by written consent.  The Chair will report regularly to the Board on its activities

VII.  REVIEW OF COMMITTEE COMPOSITION, PERFORMANCE AND CHARTER

       The Committee will evaluate the Committee’s composition and performance on an annual basis and submit a report to the Board.  The Committee will also review and reassess the adequacy of this Charter periodically, and recommend to the Board any changes the Committee determines are appropriate.

VIII.  PUBLICATION

       The Company shall make this Charter freely available to stockholders on request and, provided that the Company is subject to the periodic reporting requirements of the Exchange Act, shall publish it on the Company’s web site.