Authority to Retain Advisors. As deemed necessary or appropriate by the Committee in its sole discretion, retain or obtain the advice of compensation consultants, independent legal counsel or other advisors. The Committee shall be directly responsible for the appointment, compensation, oversight, evaluation and termination of the work of any compensation consultant, independent legal counsel or other advisor retained by the Committee. The Company must provide for appropriate funding, as determined by the Committee, for payment of reasonable compensation to a compensation consultant, independent legal counsel or any other advisor retained by the Committee.
The Committee may select a compensation consultant, legal counsel or other advisor to the Committee only after taking into consideration all factors relevant to that person's independence from management, including the following:
- the provision of other services to the Company by the person that employs the compensation consultant, legal counsel or other advisor;
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the amount of fees received from the Company by the person that employs the compensation consultant, legal counsel or other advisor, as a percentage of the total revenue of the person that employs the compensation consultant, legal counsel or other advisor;
- the policies and procedures of the person that employs the compensation consultant, legal counsel or other advisor that are designed to prevent conflicts of interest;
- any business or personal relationship of the compensation consultant, legal counsel or other advisor with a member of the compensation committee;
- any stock of the Company owned by the compensation consultant, legal counsel or other advisor; and
- any business or personal relationship of the compensation consultant, legal counsel, other advisor or the person employing the advisor with an executive officer of the Company;
provided, however, that the Committee is not required to conduct the independence assessment with respect to (i) in-house legal counsel; and (ii) any compensation consultant, legal counsel or other advisor whose role is limited to (a) consulting on any broad-based plan that does not discriminate in scope, terms, or operation, in favor of executive officers or directors of the Company, and that is available generally to all salaried employees, or (b) providing information that either is not customized for a particular company or that is customized based on parameters that are not developed by the compensation consultant, and about which the compensation consultant does not provide advice.
Nothing herein requires a compensation consultant, legal counsel or other advisor to be independent. The Committee may select or receive advice from any advisor, including advisors that are not independent, after considering the independence factors outlined herein.