The Committee shall have the resources and sole authority to select, retain, terminate and approve the compensation and other retention terms of compensation consultants to assist the Committee in the evaluation of director, CEO or senior executive compensation, or any special counsel or other advisor to assist the Committee with regard to any of its activities, without seeking approval of the Board or management. The Committee may request any officer or employee of the Company or the Company's outside counsel to attend a meeting or to meet with any members of, or advisors or consultants to the Committee. The Committee shall be directly responsible for the oversight of the work of any such compensation consultant, special counsel, or other advisor retained by the Committee.
The Committee shall have the resources and authority appropriate to discharge its duties and responsibilities, including the sole authority to determine the extent of funding necessary for payment of compensation to any compensation consultant, special counsel, or other advisor appointed to advise the Committee. Such resources shall also include the authority to determine the fees and to direct the Company to pay such fees to such advisors, and to pay any other ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties. Such authority shall be exercisable without seeking approval of the Board or management.
When appointing or receiving advice from any compensation consultant, special counsel, or other advisor to the Committee, the Committee shall, subject to any applicable exceptions under rules and regulations of the SEC or NASDAQ, consider whether such person has any material relationship with the Company and is otherwise independent of the Company. In determining whether a compensation consultant, legal counsel, or other advisor to the Committee is independent of the Company, the Committee shall consider the factors set forth in NASDAQ listing standards with respect to advisor independence, as well as any other factors the Committee deems relevant.