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Compensation Committee

Compensation Committee Charter   

Our compensation committee currently consists of Mr. Grauer, Mr. Nehra and Mr. Valine, with Mr. Nehra serving as the chair.  Each of the members of our compensation committee is independent in accordance with the listing standards of the New York Stock Exchange.  Each of the members of this committee is also a "nonemployee director" as that term is defined under Rule 16b-3 of the Securities and Exchange Act of 1934 and an "outside director" as that term is defined in Internal Revenue Service regulations.

Our compensation committee reviews the performance of our chief executive officer and other executives and makes decisions regarding their compensation, with the goal of ensuring that our compensation system for our chief executive officer and our other chief executives, as well as our philosophy for compensation for all employees and our board, is aligned with the long term interests of our stockholders. The compensation committee also establishes policies relating to the compensation of our executive officers and other key employees that further this goal.