BOARD COMPENSATION 

The Compensation Committee has responsibility for recommending to the Board compensation and benefits for the Chairman and non-employee directors of the Board, if any, including cash, equity-based awards and other compen­sation. In determining the Chairman and non-employee director compensation and benefits, if any, the Compensation Committee may seek advice from outside consultants and will consider (i) the amount that is adequate to compensate directors for the time and effort attending to their obligations on the Company’s Board and Committees and (ii) the compensation and benefits offered by comparable public companies to such directors.  The Compensation Committee will also consider issues raised with respect to a direc­tor’s independence if compensation exceeds what is customary.