Committee Composition

Committee Composition

Audit Committee Quality Assurance and Compliance Team Compensation Committee Nominating & Governance Special Committee
Dr. Ann Scott Blouin Quality Assurance and Compliance Team Nominating & Governance
Christopher R. Christensen Quality Assurance and Compliance Team
Daren Shaw Audit Committee Compensation Committee Nominating & Governance Special Committee
Barry M. Smith Quality Assurance and Compliance Team Compensation Committee Nominating & Governance Special Committee
Lee A. Daniels Audit Committee Compensation Committee Special Committee
Swati Abbott Audit Committee Quality Assurance and Compliance Team
Barry Port Quality Assurance and Compliance Team
= Chairperson = Member = Chairman of the Board

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 §162(m) purposes. Section 162(m) allows a deduction for "excess" compensation to Section 16 Officers.