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Compensation Committee Charter

1 The Committee shall not be required to conduct an independence assessment for a compensation adviser that acts in a role limited to the following activities for which no disclosure is required under Item 407(e)(3)(iii) of Regulation S-K: (a) consulting on any broad-based plan that does not discriminate in scope, terms or operation in favor of executive officers or directors of the Company, and that is available generally to all salaried employees, and/or (b) providing information that either is not customized for the Company or that is customized based on parameters that are not developed by the compensation adviser and about which the compensation adviser does not provide advice..

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Committee Members

Chair Stephen R. Bova
Committee Member Matthew Carpenter
Committee Member Kurtis Wolf

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