Compensation Consultant Independence Standards

It is the policy of the Compensation Committee that any compensation consultant retained by the Compensation Committee must be independent of Company management. A consultant satisfying these Compensation Consultant Independence Standards will be considered independent for purposes of this policy.

The consultant:

1. is retained and terminated by the Compensation Committee, and reports solely to the Compensation Committee;
2. is independent of the Company;
3. will not provide any service or undertake any work for the company other than that performed for the Compensation Committee; and
4. will not provide any unrelated products to the Company and its affiliates or management, except for surveys purchased from the consultant’s firm or organization employing the consultant.

The Compensation Committee annually will perform an assessment of its consultants’ independence and confirm such review in the Company’s annual proxy statement. In performing the assessment, the Compensation Committee will consider the nature and amount of work performed for the Compensation Committee during the year, the nature of any unrelated services performed for the Company, and the amount of fees paid for those services in relation to the firm’s total revenues. The consultant annually will prepare for the Compensation Committee an independence letter providing appropriate assurances and confirmation of the consultant's independent status.

The Company will disclose information about the Compensation Committee’s use of a consultant in the Company’s annual proxy statement, along with the Compensation Committee’s assessment of the consultant’s independence.