CELSIUSHOLDINGS, INC. COMPENSATIONCOMMITTEE CHARTER NOVEMBER6, 2009

·  

an "independent director" as defined under the applicable rules and regulations of The NASDAQ Stock Market, as amended from time to time (the "Rules"), except as may otherwise be permitted by such Rules;

·  

a "non-employee director," as defined in Rule 16b-3 under Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"); and

·  

an "outside director" under Regulation Section 1.162-27 promulgated under Section 162(m) of the Internal Revenue Code of 1986, as amended.

1.  

The Committee will have the authority to determine and approve and recommend the form and amount of compensation to be paid or awarded to the Corporation's officers, including executive officers as defined under Section 16 of the Exchange Act and the rules promulgated thereunder ("Executive Officers"). Without limiting the foregoing, the Committee will annually review and approve the corporate goals and objectives relevant to the compensation of the Chief Executive Officer ("CEO") and the Corporation's other Executive Officers. The Committee shall have the authority to make decisions respecting (i) CEO and Executive Officer employment and severance contracts and arrangements, (ii) salary paid to the CEO and Executive Officers, (iii) the grant of all cash-based bonuses and equity-based compensation to the CEO and Executive Officers, (iv) the entering into or amendment or extension of any employment contract or similar arrangement with the CEO and Executive Officers, (v) any

2.  

The Committee will have the authority to determine the form and amount of cash and equity compensation to be paid or awarded to the Corporation's non-employee directors, including compensation for service on the Board or on committees of the Board.

3.  

The Committee will annually review and 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 amounts and shares reserved thereunder after taking into consideration the Corporation's strategies with respect to short and long-term cash and equity-based compensation.

4.  

The Committee will: (i) approve grants of stock, stock options or stock purchase rights to individuals eligible for such grants (including grants in compliance with Rule 16b-3 promulgated under the Exchange Act to Executive Officers); (ii) interpret the Corporation's equity-based compensation plans and agreements thereunder; and (iii) determine acceptable forms of consideration for stock acquired pursuant to the Corporation's equity-based incentive compensation plans. The Committee may delegate to the Corporation's Chief Executive Officer the authority to approve options to employees of the Corporation or of any subsidiary of the Corporation who are not directors of the Corporation or Executive Officers, provided that such options are to purchase fewer than 100,001 shares in any one year period, and provided further, that the price per share is no less than the fair market value of the Corporation's common stock on the date of grant.

5.  

The Committee will periodically review the Corporation's procedures with respect to employee loans, and will not approve any arrangement in which the Corporation, directly or indirectly, extends or maintains credit, arranges for the extension of credit or renews an extension of credit, in the form of a personal loan to or for any director of the Corporation or any Executive Officer (or equivalent thereof) of the Corporation. The Committee will assist the Board and management of the Corporation in complying with this prohibition.

6.  

The Committee will meet with the Corporation's Chief Executive Officer within 90 days after the commencement of each fiscal year to discuss the incentive compensation programs to be in effect for the Corporation's Executive Officers for such fiscal year and the corporate goals and objectives relevant to those programs.

7.  

The Committee will prepare an annual report on executive compensation to the Corporation's stockholders for inclusion in the proxy statement for the Corporation's annual meeting in accordance with the rules and regulations of the Securities and Exchange Commission.

8.  

The Committee will review this Charter periodically and recommend to the Board any changes it determines are appropriate.

9.  

The Committee will have the authority and right, at the expense of the Corporation, to retain and terminate compensation consultants, legal counsel and other advisors of its choosing to assist the Committee in connection with its functions. The Committee shall have the sole

10.  

The Committee will perform any other activities required by applicable law, rules or regulations, including the rules of the Securities and Exchange Commission and any exchange or market on which the Corporation's capital stock is traded, and perform other activities that are consistent with this Charter, the Corporation's Certificate of Incorporation and Bylaws, and applicable laws, rules or regulations as the Committee, any other committee of the Board or the Board deems necessary or appropriate.