Effective September 2021
CHARTER OF THE COMPENSATION COMMITTEE
OF THE BOARD OF DIRECTORS OFZSCALER, INC.
PURPOSEThe purpose of the Compensation Committee of the Board of Directors (the “Board”) of Zscaler, Inc. (the“Company”) is to:•Review and approve corporate goals and objectives relevant to the Company’s Chief Executive
Officer (“CEO”) compensation, evaluate the CEO's performance in light of those goals andobjectives, and, either as a committee or together with the other independent directors (as directedby the Board), determine and approve the CEO's compensation level based on this evaluation.

•Review, make recommendations to the Board and approve, as appropriate, non-CEO executive
officer compensation for executive officers subject to Section 16 of the Securities Exchange Act of1934, as amended (the “Exchange Act”).

•Provide oversight of and advise the Board on the Company’s compensation policies and plans andbenefits programs, and overall compensation philosophy.

•Administer the Company’s equity compensation plans for its executive officers, employees,
directors and other service providers and the granting of equity awards pursuant to such plans oroutside of such plans.

•Provide oversight of and set the guidelines for the compensation of the members of the Board.

•Prepare the report of the Compensation Committee required by the rules and regulations of theSecurities and Exchange Commission (the “SEC”).

The Compensation Committee will seek to ensure that the Company structures its compensation plans,
policies and programs so as to attract and retain the best available personnel for positions of substantial
responsibility with the Company, to provide incentives for such persons to perform to the best of theirabilities for the Company and to promote the success of the Company’s business. In reviewing andapproving the Company’s overall executive compensation program, the Compensation Committee willconsider the results of the most recent stockholder advisory vote on executive compensation required bySection 14A of the Exchange Act.
COMPOSITION
1.

Membership and Appointment. The Compensation Committee will consist of at least two membersof the Board. Members of the Compensation Committee will be appointed by the Board upon therecommendation of the Nominating and Corporate Governance Committee and may be removedby the Board in its discretion.

2.

Qualifications. Members of the Compensation Committee must meet the following criteria as wellas any additional criteria required by applicable law, or the rules and regulations of the SEC or thesecurities exchange on which the Company’s securities are listed, or such other qualifications as
are established by the Board from time to time:

1

3.

•

Each member of the Compensation Committee will meet the independence requirements of theSEC and the listing standards of the securities exchange on which the Company’s securities
are listed.

•Each member of the Compensation Committee will be a “non-employee director” as definedin Rule 16b-3 promulgated under Section 16 of the Exchange Act.

Chairperson. The Board may designate a chairperson of the Compensation Committee. In theabsence of that designation, the Compensation Committee may designate a chairperson by majority
vote of the Compensation Committee members.

RESPONSIBILITIESThe following are the principal recurring responsibilities of the Compensation Committee. TheCompensation Committee may perform such other functions as are consistent with its purpose andapplicable law, rules and regulations or as the Board may request.
1.

Set Compensation for CEO, Executive Officers and Direct Reports. The Compensation Committee
will:•Review and approve annually the corporate goals and objectives applicable to thecompensation of the CEO, evaluate at least annually the CEO’s performance in light thereof,and consider factors related to the performance of the Company in approving the compensationlevel of the CEO. The CEO may not be present during deliberations or voting on such matters.

•Review and approve annually, as appropriate and applicable, the CEO’s (a) base salary, (b)incentive bonus, including the specific goals and amount, (c) equity compensation, (d) any
employment agreement, severance arrangement or change of control protections and (e) any
other benefits, compensation or similar arrangements (including, without limitation, perquisites
and any other form of compensation such as a signing bonus or payment of relocation costs).
In determining the long-term incentive component of CEO compensation, the Compensation
Committee may consider, among other things, the Company’s performance and relative
stockholder return, the value of similar incentive awards to CEOs at comparable companies
and the awards given to the Company’s CEO in past years.

•In consultation with the CEO, review annually and approve or recommend to the Board forapproval items (a) through (e) in the previous bullet for (i) the other individuals who are deemed
to be “officers” of the Company under Rule 16a-1(f) promulgated under the Exchange Act (the“Executive Officers”) and (ii) all Company personnel who report directly to the Company’sCEO, whether or not the same are Executive Officers (“Direct Reports”).

•Review and approve any compensatory contracts or similar transactions or arrangements withcurrent or former Executive Officers and Direct Reports, including consulting arrangements,
employment contracts, severance or termination arrangements, which will include any benefits
to be provided in connection with a change of control. In this regard, the Compensation
Committee will have the power and authority to adopt, amend and terminate such contracts,transactions or arrangements.

22.

Oversee Compensation Plans and Programs. The Compensation Committee will:•Review, approve, administer and advise the Board on annual and long-term incentive
compensation plans for service providers of the Company, including Executive Officers, Direct
Reports and other senior executives, including:oEstablishing performance objectives and certifying performance achievement; andoReviewing and approving all equity incentive plans and grant awards of shares and stock
options pursuant to such plans.

The Compensation Committee will also have the ability to adopt, amend and terminate such plans;
provided any adoption, amendment or termination of a plan is presented to the Board at its nextscheduled meeting.
•Administer the Company’s equity incentive plans. In its administration of the plans, theCompensation Committee may (i) grant stock options, restricted stock units, stock purchaserights or other equity-based or equity-linked awards to individuals eligible for such grants(including grants to individuals subject to Section 16 of the Exchange Act in compliance with
Rule 16b-3 promulgated thereunder) and in accordance with procedures and guidelines as may
be established by the Board and (ii) amend such stock options, restricted stock units, stock
purchase rights or other equity-based or equity-linked awards. The Compensation Committee
may also adopt, amend and terminate the plans, including approving changes in the number ofshares reserved for issuance thereunder; provided any adoption, amendment or termination ofa plan is presented to the Board at its next scheduled meeting.

•Review, approve and administer all equity plans for the Company, which includes the ability
to adopt, amend and terminate such plans.

•Oversee the Company’s overall compensation philosophy, compensation plans and benefits
programs, and make recommendations to the Board with respect to improvements or changes
to such plans or programs or the termination or adoption of plans or programs whenappropriate.

•In connection with executive compensation programs:oReview and approve new executive compensation programs;oReview on a periodic basis the operations of the Company’s executive compensation
programs to determine whether they are properly coordinated and achieving their intended
purpose(s); andoEstablish and periodically review policies for the administration of executive compensation
programs.

•Periodically review executive compensation programs and total compensation levels, including
the impact of tax and accounting rules changes.

•If applicable, review and recommend to the Board for approval the frequency with which theCompany will conduct stockholder advisory votes on executive compensation (“Say on PayVote”), taking into account the results of the most recent stockholder advisory vote on3

frequency of Say on Pay Votes required by Section 14A of the Exchange Act, and review andapprove the proposals regarding the Say on Pay Vote and the frequency of the Say on Pay Vote
to be included in the Company’s proxy statement.

3.

•Evaluate director compensation, including equity compensation, fees for service on the Boardand its committees, and fees for attendance at meetings of the Board and its committees, andmake recommendations to the Board regarding director compensation.

•Review and discuss annually with management the risks arising from the Company’scompensation philosophy and practices applicable to all employees to determine whether theyencourage excessive risk-taking and to evaluate compensation policies and practices that could
mitigate such risks.

•If the Board adopts stock ownership guidelines applicable to members of the Board and/orExecutive Officers, periodically review such guidelines and recommend any proposed changes
to the Board.

•Adopt, amend and/or terminate, or recommend to the Board for approval, amendment ortermination, and oversee clawback policies and/or practices if and as the Compensation
Committee determines to be necessary or appropriate, or as required by law.

Compliance and Governance. The Compensation Committee will:•Review and discuss with management the Company’s Compensation Discussion and Analysis(“CD&A”) and related disclosures required by the rules and regulations of the SEC, to theextent required of the Company. The Compensation Committee will also review andrecommend the final CD&A to the Board for inclusion in the Company’s annual report onForm 10-K or proxy statement, to the extent required of the Company.

•Prepare the Compensation Committee Report required by the rules and regulations of the SEC
to be included with the Company’s annual report on Form 10-K or proxy statement.

•Oversee the Company’s submissions to stockholders on executive compensation matters,including advisory votes on executive compensation and the frequency of such votes, incentive
and other executive compensation plans, and amendments to such plans (to the extent required
under the listing standards of the securities exchange on which the Company’s securities arelisted) and, in conjunction with the Nominating and Corporate Governance Committee of theBoard (or its designees), engagement with proxy advisory firms and other stockholder groups
on executive compensation matters.

4.

Committee Charter Review. The Compensation Committee will review and reassess the adequacyof this charter annually and will submit any recommended changes to the charter to the Board forapproval.

5.

Performance Review. The Compensation Committee will review and assess the performance ofthe Compensation Committee on an annual basis.

MEETINGS AND PROCEDURES
1.

Meetings.

4

•

The Compensation Committee will meet at least four times per year at such times and places
as the Compensation Committee determines. The chairperson of the Compensation Committee
will preside at each meeting. The chairperson will approve the agenda for the Compensation
Committee’s meetings and any member may suggest items for consideration. If a chairperson
is not designated or present, an acting chair may be designated by the Compensation Committee
members present. The Compensation Committee may act by unanimous written consent (whichmay include electronic consent) in lieu of a meeting in accordance with the Company’s bylaws.

•Formal action taken by the Compensation Committee will be by the affirmative vote of at leasta majority of the members present at a meeting at which a quorum is present or by unanimouswritten consent (which may include electronic consent). In accordance with the Company’sbylaws, a quorum will consist of at least a majority of the members of the Compensation
Committee.

•The Compensation Committee will maintain written minutes of its meetings and actions bywritten consent, which minutes and actions will be filed with the minutes of the meeting of theBoard.

•The Compensation Committee may invite to its meetings any director, officer or employee ofthe Company and such other persons as it deems appropriate in order to carry out its
responsibilities. No Executive Officer may be present during portions of any meeting during
which his or her performance and compensation are being deliberated and determined.

2.

Reporting to the Board of Directors. The Compensation Committee will report regularly to theBoard regarding its activities and recommendations.

3.

Authority to Retain Advisors.
•The Compensation Committee will have the authority, in its sole discretion, to select and retain
any compensation consultant, outside legal counsel and such other advisors as necessary toassist with the execution of its duties and responsibilities as set forth in this charter. TheCompensation Committee will have direct responsibility for and will set the compensation andoversee the work of any compensation consultants, outside legal counsel and such otheradvisors retained by the Compensation Committee. The Company will provide appropriate
funding, as determined by the Compensation Committee, to pay any such compensation
consultant, outside legal counsel or any other outside advisors hired by the Compensation
Committee and any administrative expenses of the Compensation Committee that theCompensation Committee determines are necessary or appropriate in carrying out its activities.

•Prior to selecting and receiving advice from compensation consultants, outside legal counsel
and other advisors (other than the Company's in-house legal counsel), the Compensation
Committee must take into consideration the independence factors set forth in the applicable
rules of the SEC and the listing standards of the securities exchange on which the Company’ssecurities are listed, as in effect from time to time, including the following:othe provision of other services to the Company by the person or entity that employs theAdvisor (such person or entity, the “Advisor Firm”);

othe amount of fees received from the Company by the Advisor Firm, as a percentageof the total revenue of the Advisor Firm;

5othe policies and procedures of the Advisor Firm that are designed to prevent conflictsof interest;oany business or personal relationship of the Advisor Firm or its representative with amember of the Compensation Committee;oany stock of the Company owned by the Advisor Firm or its representative; ando

any business or personal relationship of the Advisor Firm or its representative with an
Executive Officer.

•The Compensation Committee may retain, or receive advice from, any compensation advisor
it prefers, including advisors that are not independent, after considering the requisite
independence factors. The Compensation Committee is not required to assess the independenceof any compensation consultant or other advisor that acts in a role limited to consulting on any
broad-based plan that does not discriminate in scope, terms or operation in favor of executive
officers or directors and that is generally available to all salaried employees or providing
information that is not customized for a particular company or that is customized based onparameters that are not developed by the consultant or advisor, and about which the consultant
or advisor does not provide advice.

•The Compensation Committee will evaluate whether any compensation consultant retained or
to be retained by it has any conflict of interest in accordance with Item 407(e)(3)(iii) through(iv) of Regulation S-K.

4.

Subcommittees. The Compensation Committee may form subcommittees for any purpose that theCompensation Committee deems appropriate and may delegate to such subcommittees such power
and authority as the Compensation Committee deems appropriate. If designated, any subcommittee
will establish its own schedule and maintain written minutes of its meetings, which minutes will be
filed with the minutes of the meetings of the Board. The Compensation Committee will notdelegate to a subcommittee any power or authority required by law, regulation or listing standard
to be exercised by the Compensation Committee as a whole.

5.

Compensation. Members of the Compensation Committee will receive such fees, if any, for theirservice as Compensation Committee members as may be determined by the Board in its sole
discretion.

6