Extract to table

ESTABLISHMENT OF THE COMPENSATION COMMITTEE RESOLVED, that effective as of the closing of the Company's IPO (the "Effective Date"), a standing committee of the Board, to be known as the "Compensation Committee," is hereby established in accordance with Article III of the Company's Restated Bylaws, Section 141(c) of the DGCL, and the applicable rules and regulations of the NYSE and the SEC, and shall be vested with all powers and authority granted to it by these resolutions, the Compensation Committee Charter (as defined below), and applicable law

Such assessment shall be conducted at the time of initial retention and on an annual basis thereafter

DELEGATION AND ADMINISTRATIVE MATTERS RESOLVED, that the Compensation Committee shall have the sole authority to retain and terminate the services of compensation consultants, independent legal counsel, and other advisors, and shall have the authority to approve the fees and other terms of retention for any such consultant, counsel, or advisor

RESOLVED, that the Compensation Committee may, to the extent it deems necessary or appropriate and to the extent permitted by applicable law (including the DGCL), the Restated Charter, the Restated Bylaws, and the Compensation Committee Charter, delegate any of its authority and responsibilities to one or more subcommittees of the Compensation Committee, each of which shall consist of one or more members of the Compensation Committee, and may delegate specific matters to the Chair of the Compensation Committee

Any such delegation shall be set forth in a written resolution of the Compensation Committee and shall comply with the terms of the applicable equity compensation plan and applicable law

A majority of the members of the Compensation Committee shall constitute a quorum for the transaction of business at any meeting of the Compensation Committee