The Committee shall have the resources and authority appropriate to discharge its duties and responsibilities, including the authority to select, retain, terminate, and approve the fees and other retention terms of independent special counsel or other experts or consultants, including compensation consultants, as it deems appropriate, without seeking approval of the Board or management, and the Committee shall also have the resources and authority to obtain external consultant reports or published salary surveys. If the Committee retains the services of an independent compensation consultant, legal counsel, or other advisor to assist it in connection with its functions, the Committee shall be directly responsible for the appointment, compensation and oversight of the work of any such consultant, counsel, or advisor. The Company shall provide appropriate funding, as determined by the Committee, for payment of reasonable compensation to the Committee’s independent compensation consultant, legal counsel, or other advisors. Selection of, or receipt of advice from, any compensation consultant, legal counsel or other advisor shall be made only after the Committee takes into consideration factors relevant to that compensation consultant’s, legal counsel’s, or other advisor’s independence, including all factors specified by the rules of Nasdaq (including Nasdaq Rule 5605(d)(3)(D)(i)-(vi) or any successor Nasdaq rule). The Committee shall have full access to the Company’s executives and other personnel as necessary to carry out its responsibilities. In fulfilling its responsibilities, the Committee shall have the authority to delegate its authority to subcommittees or to one or more members of the Committee, in each case, to the extent permitted by applicable law.