EXTREME NETWORKS INC

Our Compensation Committee, in consultation with the Board and the Company’s human resources department, designs and oversees the Company’s compensation programs and compensation philosophy. Throughout the year, the Chair of our Compensation Committee meets with human resources leadership and the legal department to monitor issues relating to executive compensation. At the end of the fiscal year, our CEO conducts a qualitative and quantitative assessment of each senior officer’s (which includes our NEOs) performance for the past fiscal year based upon the officer’s individual and corporate goals and objectives, and reports to the Compensation Committee regarding his proposals regarding compensation adjustments for our NEOs (other than with respect to himself). The Compensation Committee independently assesses the performance and compensation of our CEO, and our CEO is not present in meetings when his compensation is discussed. As set forth in additional detail below, in connection with its compensation oversight and approvals, the Compensation Committee reviews:

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the compensation paid to similarly situated executives in comparable companies in our peer group;

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our competitive position relative to comparable companies in our industry;

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the individual’s experience, knowledge, skills, and performance; and

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the total compensation budget for the Company.

Additional details regarding the operation and duties of the Compensation Committee are also set forth in the “Compensation Committee” section above.