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Committee Composition

Compensation Committee

Our Compensation Committee has a written charter. Under it, our Compensation Committee assists our Board in fulfilling its oversight responsibilities by overseeing our compensation and benefit policies generally; evaluating the performance of our Chief Executive Officer as it relates to all elements of compensation, as well as the performance of our senior management group; approving and recommending to our Board all compensation plans for members of our senior management group; approving the short-term compensation of our senior management group (subject, in the case of our Chief Executive Officer, to the approval of our Board); approving and authorizing grants to our senior management group under our incentive plans; preparing reports on executive compensation required for inclusion in our proxy statements; and reviewing our management succession plan. The Compensation Committee may retain, or receive advice from, any compensation consultant, legal counsel or other advisor of the Committee's choosing, including any such advisor that is not independent. The Compensation Committee is permitted to delegate its responsibilities to subcommittees as it deems appropriate.