Extract to table

To oversee the Company's overall compensation philosophy, policies, and programs, including the design and administration of the Company's incentive compensation and equity-based plans, and to ensure that such policies and programs are aligned with the long-term interests of the Company's shareholders; To produce the annual Compensation Committee Report as required by the rules and regulations of the Securities and Exchange Commission (the "SEC") for inclusion in the Company's annual proxy statement or Annual Report on Form 10-K, as applicable; In fulfilling its purposes, the Committee shall endeavor to maintain free and open communication among itself, the Board, management, and the Company's independent compensation consultant and other advisors

The Committee recognizes that it serves a fiduciary role and shall exercise its responsibilities in a manner consistent with the best interests of the Company and its shareholders

1 — Size The Committee shall consist of no fewer than three (3) members of the Board

The Board may, from time to time, increase or decrease the number of members of the Committee, provided that the Committee shall at all times consist of at least three (3) members

The Board shall assess the independence of each Committee member at least annually in connection with the annual appointment of Committee members

If a Committee member ceases to satisfy any of the foregoing independence requirements, such member shall promptly notify the Chair of the Committee and the Chair of the Board, and shall be removed from the Committee or shall resign, as appropriate