1.Reviewing and approving, or recommending to the board for its approval, the compensation for our chief executive officer and other executive officers;
2.Reviewing and recommending to the board for determination with respect to the compensation of our non-employee directors;
3.Reviewing periodically and approving any incentive compensation or equity plans, programs or similar arrangements;
4.Selecting a compensation consultant, legal counsel or other adviser only after taking into consideration all factors relevant to that person’s independence from management.