Human Resources Committee

Purpose: Our Human Resources Committee is comprised solely of independent Directors. The Human Resources Committee determines, approves and reports to the Board of Directors on all elements of compensation for our executive officers and other key executives, including targeted total cash compensation and long-term equity-based incentives, and oversees the administration of various employee benefit plans. The Committee is also to perform, or assist the Board in performing, the duties of the Board relating to the annual performance evaluations of the Company's executive officers and the Committee itself.