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Date Submitted: 09/08/2011 03:15 AM

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I. Purpose. The Audit Committee of the Board of Directors of Domino’s Pizza, Inc.

(the “Company”) shall: (a) appoint, replace and oversee the Company’s independent

auditor; (b) oversee the internal and external audit process, including the scope and

implementation of the annual audit; (c) assist the Board of Directors in its oversight of

the (i) integrity of the Company’s financial statements, (ii) the Company’s compliance

with legal and regulatory requirements, (iii) the performance of the Company’s internal

audit function and the adequacy of the Company’s system of internal controls, (iv) the

independent auditor’s qualifications, independence and performance, and (v) compliance

with the Company’s Code of Conduct and Code of Ethics for Senior Financial Officers;

and (d) prepare the audit committee report that the Securities and Exchange Commission

(the “SEC”) rules require to be included in the Company’s annual proxy statement.

II. Composition of the Audit Committee. The Audit Committee shall, subject to the

transition rules of the New York Stock Exchange Listing Standards applicable to newlypublic

companies, consist of not less than three members appointed by the Board of

Directors who shall satisfy the independence and financial literacy requirements for

service on an Audit Committee under applicable law, including the Sarbanes-Oxley Act

of 2002, regulation and New York Stock Exchange rules. The Audit Committee shall

determine if at least one member is an “audit committee financial expert” as defined in

the Securities Act of 1933 and the Securities Exchange Act of 1934, each as amended

(the “Securities Laws”). The term of each member shall be until the first meeting of

directors following the next annual meeting of stockholders unless such member earlier

dies, resigns or is removed by the Board of Directors in its discretion. No member of the