The Compensation Committee is composed entirely of independent directors.  The principal functions of this Committee are to:

• review and approve or recommend to the Board, as applicable, with respect to the establishment, amendment and administration of any compensation plans, benefits plans, severance arrangements and long-term incentives for directors and any executive officers (including the CEO); 
• review and approve our overall compensation policy and annual executive salary plan, including CEO compensation; and 
• administer our director stock option and deferred compensation plans, executive and employee stock incentive plans, stock purchase plans and cash incentive programs.

The Committee may not delegate its primary responsibilities with respect to overseeing executive officer compensation.

The Board of Directors has determined that each member of the Compensation Committee meets the independence requirements of the SEC (including Rule 16b-3), the New York Stock Exchange, Section 162(m) of the IRS Code and of our Board.