PACIFIC BIOSCIENCES OF CALIFORNIA, INC.
BOARD OF DIRECTORSCOMPENSATION COMMITTEE CHARTER(as amended, April 11, 2019)
PurposeThe purpose of the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Pacific
Biosciences of California, Inc. (the “Company”) shall be to:
provide oversight of the Company’s compensation policies, plans and programs;assist the Board in discharging its responsibilities relating to (i) oversight of the compensation of the Company’s Chief
Executive Officer (the “CEO”) and other executive officers (including officers reporting under Section 16 of theSecurities Exchange Act of 1934, as amended (the “Exchange Act”)), (ii) evaluating and approving the executive
officer compensation plans, policies and programs of the Company, and (iii) evaluating and approving director
compensation;

assist the Board in administering the Company’s equity compensation plans for its employees and directors; and

provide oversight of, and advise the Board on, the Company’s CEO succession planning.

The compensation programs for the Company’s executive officers shall be (i) designed to attract, motivate and retain talented
executives responsible for the success of the Company, (ii) designed to maintain appropriate levels of risk and reward, assumed
on a relative basis at all levels within the Company in proportion to individual contribution and performance, and to encourage
executives to manage from the perspective of owners with an equity stake in the Company, (iii) determined within a competitive
framework and (iv) based on the achievement of the Company’s overall financial results, individual contributions and acompensation philosophy of “pay for performance”.
In furtherance of these purposes, the Committee will undertake those specific duties and responsibilities listed below and suchother duties as the Board may from time to time prescribe.
Committee Membership
The Committee members shall be appointed by, and shall serve at the discretion of, the Board. The Committee shall consist ofno fewer than two members of the Board. If the Compensation Committee consists of less than four members of the Board or
more than four members of the Board, a majority of the total number of Compensation Committee members will constitute aquorum of the Compensation Committee. If a quorum is present, a majority of the members of the Compensation Committee
present will be empowered to act on behalf of the Compensation Committee. Notwithstanding the foregoing, if theCompensation Committee consists of four members of the Board, two members of the Compensation Committee will constitutea quorum of the Compensation Committee and be empowered to act on behalf of the Compensation Committee, and any act
by a quorum shall be an act of the Compensation Committee, except as otherwise specifically provided by statute or by thecertificate of incorporation. The Board may designate one member of the Committee as its chair. The Committee may formand delegate authority to subcommittees when appropriate. Members of the Committee must meet the following criteria:

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the independence requirements, including the compensation committee requirements, of The Nasdaq StockMarket, Inc. Marketplace Rules (the “Nasdaq Rules”);

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the non-employee director definition of Rule 16b-3 promulgated under Section 16 of the Exchange Act; and theoutside director definition of Section 162(m) of the Internal Revenue Code of 1986, as amended.

Responsibilities and Duties
The responsibilities and duties of the Committee shall include:
Executive and Other Compensation
Reviewing and making recommendations to the Board with respect to the compensation of the CEO, including:(i) the annual base salary, (ii) the annual incentive bonus, including the specific goals and amount, (iii) equity
compensation, (iv) any employment agreement, severance arrangement and change in control
agreement/provision, (v) any signing bonus or payment of relocation costs and (vi) any other significant benefits,compensation or arrangements (including, without limitation, perquisites and any other form of compensation)
not available to employees generally;

Reviewing and making recommendations to the Board of corporate goals and objectives relevant to thecompensation of the CEO, evaluating performance in light thereof, and considering factors related to theperformance of the Company, including accomplishment of the Company’s long-term business and financialgoals;

Annually reviewing and approving for the current and former executive officers of the Company other than theCEO: (i) the annual base salary, (ii) the annual incentive bonus, including the specific goals and amount,(iii) equity compensation, (iv) any employment agreement, severance arrangement and change in control
agreement/provision, (v) any signing bonus or payment of relocation costs and (vi) any other significant benefits,compensation or arrangements not available to employees generally. The Committee shall have the power andauthority to adopt, amend and terminate such contracts, transactions or arrangements. One of the Committee’sobjectives shall be to use compensation to align the interests of management with the long-term interests of theCompany’s stockholders, thereby incentivizing management to increase stockholder value;

Reviewing and approving corporate goals and objectives relevant to the compensation of the executive officersof the Company other than the CEO, evaluating performance in light thereof, and considering factors related tothe performance of the Company, including accomplishment of the Company’s long-term business and financialgoals;

In evaluating and determining CEO and executive officer compensation, the Committee shall consider the resultsof the most recent stockholder advisory say on pay vote on executive compensation (“Say on Pay Vote”) requiredby the rules and regulations promulgated under the Exchange Act;Acting as Administrator of the Company’s equity compensation plans for its employees and directors; in thisregard, the Committee may also adopt, amend and terminate the plans, including approving changes in the numberof shares reserved for issuance thereunder;

Reviewing, approving and administering any employee benefit plans for the Company that the Committee deems
appropriate, which includes the ability to adopt, amend and terminate such plans;In consultation with senior management, reviewing and evaluating the design and management of the Company’s
overall compensation plans and programs that cover the Company’s employees and making recommendations tosenior management with respect to improvements or changes to such plans or the adoption of new plans whenappropriate;
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Evaluating, on a periodic basis, the competitiveness of (i) the compensation of the CEO and the executive officersof the Company and (ii) the Company’s overall compensation plans;

Evaluating director compensation and making recommendations to the Board regarding director compensation;

Reviewing and making recommendations to the Board with respect to the directors’ stock option grants under theCompany’s equity incentive plans and any proposed amendments thereto, subject to obtaining stockholder
approval of any amendments as required by applicable law or the Nasdaq Rules;

Reviewing and discussing with management the risks arising from the Company’s compensation philosophy andpractices for all employees that are reasonably likely to have a material adverse effect on the Company;

Reviewing, adopting, amending and/or terminating, or, recommending to the Board for approval, amendment or
termination, and overseeing clawback policies and/or practices if and as the Committee determines to be necessary
or appropriate, or as required by law;

Reviewing periodically the succession planning for executive officers, reporting its findings andrecommendations to the Board, and assisting the Board in evaluating potential successors to such executiveofficers where the Committee or the Board consider it appropriate;

Related Duties and Authority
Periodically reviewing this Charter and its processes and recommending any proposed changes to the Board;Consulting with the Company’s Human Resources department and, in its sole discretion and at the expense of theCompany, retaining, or obtaining the advice of, a compensation consultant, legal counsel or other advisor (eachan “Advisor Firm”) to assist in the evaluation of executive officer and director compensation;

Appointing, setting the compensation and overseeing the work of any Advisor Firm retained by the Committee.
The Committee shall receive from the Company appropriate funding, as determined by the Committee, forpayment of reasonable compensation to Advisor Firms retained by the Committee. The authority granted in thisCharter shall not affect the ability or obligation of the Committee to exercise its own judgment in the fulfillmentof its duties under this Charter;In retaining or seeking advice from an Advisor Firm to the Committee, other than in-house legal counsel, theCommittee must take into consideration the following factors:
othe provision of other services to the Company by the Advisor Firm;othe amount of fees received from the Company by the Advisor Firm, as a percentage of the total revenueof the Advisor Firm;othe policies and procedures of the Advisor Firm that are designed to prevent conflicts of interest;oany business or personal relationship of the Advisor Firm or its representative with a member of theCommittee;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 officerof the Company;

provided that the Committee is not required to conduct an independence assessment for an Advisor Firm that acts
in a role limited to the following activities: (i) consulting on any broad-based plan that does not discriminate inscope, terms or operations, in favor of executive officers or directors of the Company, and that is available
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generally to all salaried employees; and/or (ii) providing information that either is not customized for a particularissuer or that is customized based on parameters that are not developed by the Advisor Firm, and about which theAdvisor Firm does not provide advice;Evaluating whether any Advisor Firm retained or to be retained by it has any conflict of interest in accordancewith Item 407(e)(3)(iv) of Regulation S-K;

Reviewing and recommending to the Board for approval the frequency with which the Company will conduct
Say on Pay Votes, and reviewing and approving the proposals regarding the Say on Pay Vote and the frequency
thereof to be included in the Company’s proxy statement;

Reviewing and discussing with management the Company’s Compensation Discussion and Analysis included in
the Company’s required filings with the Securities and Exchange Commission (“SEC”), including the annual
proxy statement, and producing a report on executive compensation for inclusion in the Company’s annual proxystatement that complies with the rules and regulations of the SEC and any other applicable rules and regulations;Overseeing the Company’s submissions to stockholders on executive compensation matters, including the Say on
Pay Vote and the frequency of the Say on Pay Vote, incentive and other executive compensation plans, andamendments to such plans (to the extent required) and, in conjunction with the Corporate Governance andNominating Committee of the Board (or its designees), engagement with proxy advisory firms and otherstockholder groups on executive compensation matters; and

Annually reviewing the Committee’s own performance.

Meetings
The Committee shall meet as often as may be deemed necessary or appropriate, in its judgment, in order to fulfill its
responsibilities. The Committee may meet either in person or telephonically, and at such times and places as the Committee
determines. The Committee may act by unanimous written consent (which may include electronic consent) in lieu of a meetingin accordance with the Company’s bylaws. The Committee may establish its own meeting schedule, which it will provide tothe Board. The Committee may invite to its meetings other Board members, Company management and such other persons as
the Committee deems appropriate in order to carry out its responsibilities. No executive officer may be present during portionsof any meeting during which his or her performance and compensation are being deliberated and determined.
Minutes
The Committee shall maintain written minutes of its meetings, which minutes will be filed with the minutes of the meetings ofthe Board.
Committee Reports
The Committee shall make regular reports to the full Board on the actions and recommendations of the Committee. The CEO
may not be present during voting or deliberations regarding CEO compensation.
Compensation
Members of the Committee shall receive such compensation, if any, for their service as Committee members as may berecommended by this Committee based on benchmarks from peer groups determined in consultation with an Advisor Firm anddetermined by the Board in its sole discretion.

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