• Review and assess risks arising from the Company’s compensation policies and practices for its executive officers and employees, and whether any such risks are reasonably likely to have a material adverse effect on the Company. • In consultation with appropriate officers of the Company, oversee (or provide for the oversight of) regulatory compliance with respect to compensation matters, including with respect to applicable tax laws. • Review and recommend to the Board for approval the frequency with which the Company will conduct Say on Pay Votes, taking into account the results of the most recent shareholder advisory vote on the frequency of Say on Pay Votes required by Section 14A of the Exchange Act, and review and approve the proposals regarding the Say on Pay Vote and the frequency of the Say on Pay Vote to be included in the Company's proxy statement. Other Delegated Duties or Responsibilities. • Perform any other duties or responsibilities delegated to the Committee by the Board from time to time. Independence Assessment of Outside Advisers • The Committee may select a compensation consultant, legal counsel or other adviser to the Committee or receive advice from a compensation consultant, legal counsel or other adviser (other than in-house legal counsel or any compensation consultant, legal counsel or other adviser whose role is limited to the following activities for which no disclosure would be required under Item 407(e)(3)(iii) of Regulation S-K: 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; or providing information that either is not customized for a particular company or that is customized based on parameters that are not developed by the compensation consultant, and about which the compensation consultant does not provide advice) only after taking into consideration all factors relevant to that person’s independence from management, including the following: 5 • the provision of other services to the Company by the employer of the compensation consultant, legal counsel or other adviser; • the amount of fees received from the Company by the employer of the compensation consultant, legal counsel or other adviser, as a percentage of the total revenue of the employer of the compensation consultant, legal counsel or other adviser; • the policies and procedures of the employer of the compensation consultant, legal counsel or other adviser that are designed to prevent conflicts of interest; • any business or personal relationship of the compensation consultant, legal counsel or other adviser with a member of the Committee; • any stock of the Company owned by the compensation consultant, legal counsel or other adviser; and • any business or personal relationship of the compensation consultant, legal counsel, other adviser or the employer of the adviser with an executive officer of the Company. • The Committee shall evaluate whether any compensation consultant retained or to be retained by it has any conflict of interest in accordance with Item 407(e)(3)(iv) of Regulation S-K.

• Review and assess risks arising from the Company’s compensation policies and practices for its executive officers and employees and assess whether any such risks are reasonably likely to have a material adverse effect on the Company. • In consultation with appropriate officers of the Company, oversee (or provide for the oversight of) regulatory compliance with respect to compensation matters, including with respect to applicable tax laws. • Review and recommend to the Board for approval the frequency with which the Company will conduct Say on Pay Votes, taking into account the results of the most recent shareholder advisory vote on the frequency of Say on Pay Votes required by Section 14A of the Exchange Act, and review and approve the proposals regarding the Say on Pay Vote and the frequency of the Say on Pay Vote to be included in the Company’s proxy statement. Other Delegated Duties or Responsibilities. • Perform any other duties or responsibilities delegated to the Committee by the Board from time to time. Independence Assessment of Outside Advisers • The Committee may select a compensation consultant, legal counsel or other adviser to the Committee or receive advice from a compensation consultant, legal counsel, or other adviser only after taking into consideration all factors relevant to that person’s independence from management, including the following: o the provision of other services to the Company by the employer of the compensation consultant, legal counsel or other adviser; o the amount of fees received from the Company by the employer of the compensation consultant, legal counsel, or other adviser, as a percentage of the total revenue of the employer of the compensation consultant, legal counsel or other adviser; o the policies and procedures of the employer of the compensation consultant, legal counsel or other adviser that are designed to prevent conflicts of interest; o any business or personal relationship of the compensation consultant, legal counsel, or other adviser with a member of the Committee; o any stock of the Company owned by the compensation consultant, legal counsel, or other adviser; and o any business or personal relationship of the compensation consultant, legal counsel, other adviser, or the employer of the adviser with an executive officer of the Company. • The Committee is not required to assess the independence of any in-house legal counsel or compensation consultant, legal counsel, or other adviser whose role is limited to the 5 following activities for which no disclosure would be required under Item 407(e)(3)(iii) of Regulation S-K: consulting on any broad-based plan that does not discriminate in scope, terms, or operation, in favor of executive officers or non-employee directors of the Company, and that is available generally to all salaried employees; or providing information that either is not customized for a particular company or that is customized based on parameters that are not developed by the compensation consultant, and about which the compensation consultant does not provide advice. • The Committee shall evaluate whether any compensation consultant retained or to be retained by it has any conflict of interest in accordance with Item 407(e)(3)(iv) of Regulation S-K.

Some of the information arises from laboratory work with small-scale equipment which may not provide a reliable indication of performance or properties obtained or obtainable on larger-scale equipment. Processing conditions can cause material properties to shift from the values stated in the information. You have the responsibility to conduct full-scale end-product performance testing to determine suitability in your application, and you assume all risk and liability arising from your use of the information and/or use or handling of any product.

Some of the information arises from laboratory work with small-scale equipment which may not provide a reliable indication of performance or properties obtained or obtainable on larger-scale equipment. Processing conditions can cause material properties to shift from the values stated in the information. You have the responsibility to conduct full-scale end-product performance testing to determine suitability in your application, and you assume all risk and liability arising from your use of the information and/or use or handling of any product.

Some of the information arises from laboratory work with small-scale equipment which may not provide a reliable indication of performance or properties obtained or obtainable on larger-scale equipment. Processing conditions can cause material properties to shift from the values stated in the information. You have the responsibility to conduct full-scale end-product performance testing to determine suitability in your application, and you assume all risk and liability arising from your use of the information and/or use or handling of any product.

Some of the information arises from laboratory work with small-scale equipment which may not provide a reliable indication of performance or properties obtained or obtainable on larger-scale equipment. Processing conditions can cause material properties to shift from the values stated in the information. You have the responsibility to conduct full-scale end-product performance testing to determine suitability in your application, and you assume all risk and liability arising from your use of the information and/or use or handling of any product.

Some of the information arises from laboratory work with small-scale equipment which may not provide a reliable indication of performance or properties obtained or obtainable on larger-scale equipment. Processing conditions can cause material properties to shift from the values stated in the information. You have the responsibility to conduct full-scale end-product performance testing to determine suitability in your application, and you assume all risk and liability arising from your use of the information and/or use or handling of any product.

Some of the information arises from laboratory work with small-scale equipment which may not provide a reliable indication of performance or properties obtained or obtainable on larger-scale equipment. Processing conditions can cause material properties to shift from the values stated in the information. You have the responsibility to conduct full-scale end-product performance testing to determine suitability in your application, and you assume all risk and liability arising from your use of the information and/or use or handling of any product.

Some of the information arises from laboratory work with small-scale equipment which may not provide a reliable indication of performance or properties obtained or obtainable on larger-scale equipment. Processing conditions can cause material properties to shift from the values stated in the information. You have the responsibility to conduct full-scale end-product performance testing to determine suitability in your application, and you assume all risk and liability arising from your use of the information and/or use or handling of any product.

Some of the information arises from laboratory work with small-scale equipment which may not provide a reliable indication of performance or properties obtained or obtainable on larger-scale equipment. Processing conditions can cause material properties to shift from the values stated in the information. You have the responsibility to conduct full-scale end-product performance testing to determine suitability in your application, and you assume all risk and liability arising from your use of the information and/or use or handling of any product.