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Committee Composition

  Audit Committee Quality Committee Compensation Committee Nominating & Governance Special DOJ Committee
Christopher R. Christensen   Member of Quality Committee      
Roy E. Christensen Chairman of the Board          
Antoinette T. Hubenette, M.D.   Committee Chair for Quality Committee     Member of Special DOJ Committee
John G. Nackel, Ph.D. Member of Audit Committee Member of Quality Committee Committee Chair for Compensation Committee   Committee Chair for Special DOJ Committee
Director

John G. Nackel, Ph.D. has served as a member of our Board of Directors since his election to the Board in June 2008. He currently serves as Chairman of the Board's compensation committee and Vice Chairman of the nominating and corporate governance committee, and also serves on the Board's audit committee. Mr. Nackel is currently the Chief Executive Officer of Ingenix Consulting, a division of United Health Group. Ingenix Consulting serves the payer, provider, life science and government sectors with strategy, performance improvement, clinical performance and information technology and capital services. Mr. Nackel is a 25-year veteran where he advised health care companies in his role as a global managing director of Ernst & Young LLP's Healthcare Consulting business unit and New Ventures unit. In May 2007 he founded and began serving as Chairman and Chief Executive Officer of Three-Sixty Advisory Group, LLC, a healthcare consulting company dedicated to helping emerging healthcare and medical technology companies develop and implement successful strategies for growth, efficiency and capital. Mr. Nackel was President and Chief Executive Officer of Salick Cardiovascular Centers, Inc. from January 2006 to February 2007 and Executive Vice President of U.S. Technology from November 2003 to May 2005. During his career, Mr. Nackel has also served as an executive, board member or chairman of several privately held start-ups and emerging companies, including HealthTask, ConnectedHealth, NetStrike, and Sertan, Inc. He earned his bachelor's degree at Tufts University, master's degrees in public health and industrial engineering at the University of Missouri, and a Ph.D. in industrial engineering (health systems design) at the University of Missouri. He is a fellow of the American College of Healthcare Executives (FACHE) and the Healthcare Information and Management Systems Society (HIMSS). He is a senior member of the Institute of Industrial Engineers (IIE).


Daren Shaw Committee Chair for Audit Committee   Member of Compensation Committee Member of Nominating & Governance Committee Member of Special DOJ Committee
Barry M. Smith   Member of Quality Committee Member of Compensation Committee Member of Nominating & Governance Committee  
Lee A. Daniels Member of Audit Committee   Member of Compensation Committee Committee Chair for Nominating & Governance Committee  
Chair of the Board = Chair of the Board Committee Chair = Chair or Co-Chair Committee Member = Member

Incentive Grant Approval Procedures:

For related party grants:

The Audit Committee meets briefly AS NEEDED before each quarterly Board Meeting to review proposed Related Party transactions and approve them. Grants are approved as proposed RPTs, but recommended to the Comp Committee, which has final say on those approvals.

For all grants:

The Compensation Committee meets briefly before each quarterly Board Meeting to review grants and approve them. No Board approval is necessary thereafter, unless the Committee wants to refer one or more grants to the Board as a whole. Under our 2007 Omnibus Incentive Plan, grant administration is assigned to the Comp Committee. We deferred commencing this procedure and continued having the board also approve grants as a Committee of the Whole until 2/23/09 when the Comp Committee was reorganized, as Charlie was arguably not "independent" for ยง162(m) purposes. Section 162(m) allows a deduction for "excess" compensation to Section 16 Officers.

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