Subcommittee

Subcommittee. A subcommittee of the Board which shall be composed of at least two directors who are "outside directors" as defined in Rule 16b-3 under the Securities Exchange Act of 1934, as amended

Subcommittee. The Performance-Based Compensation Subcommittee of the Board of Directors of the Company which shall be composed of at least two directors who are "outside directors" as defined for purposes of section 162(m) of the Code and "non-employee" directors as defined in Rule 16b-3 under the Securities Exchange Act of 1934, as amended