• to discharge the Board’s responsibilities relating to compensation of the Company’s directors and executive officers, including approving individual executive officer compensation;

• to review and discuss with the Company’s management the Compensation Discussion and Analysis (CD&A) to be included, if required, in the Company’s annual proxy statement and annual report on Form 10-K and to determine whether to recommend to the Board that the CD&A be so included;

• to review and recommend compensation plans, policies and benefit programs for employees generally; and

• to prepare the report on executive compensation for inclusion, if required, in the Company’s annual proxy statement and its Form 10-K annual report.

• The Committee will consist of not fewer than three members, each of whom shall be a director who satisfies the independence requirements of the principal market or exchange on which the Company’s common stock is traded, or, if the common stock is not traded on a market or exchange which requires a standard of independence, the independence standard required by the Nasdaq Stock Market. In addition, a person may serve on the Compensation Committee only if the Board determines that he or she (i) is a “non-employee director” for purposes of Rule 16b-3 of the Commission under the Securities Exchange Act of 1934, and (ii) satisfies the requirement of an “outside director” for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended.

• One member shall serve as Chairman of the Committee. The members of the Committee shall serve one-year terms, and shall be appointed, and the Chairman shall be determined, by the Board annually.

• Members of the Committee may be removed or replaced by the Board. Any member who, subsequent to his or her appointment, ceases to be an independent director, shall resign from the Committee, and if such member fails to resign, the Board shall replace such member.

• The Committee is directly responsible for establishing annual and long-term performance goals and objectives for the Company’s officers, as well as setting the overall compensation philosophy for the Company. This responsibility includes:

• The Committee shall meet with such frequency and at such intervals as it shall determine is necessary to carry out its duties and responsibilities, but in any case, at least once each year.

• Meetings of the Committee may be called as needed by the Chairman of the Committee. The Company’s chief executive officer or other senior executive officers may request that the Committee meet for a specific purpose.

• The Committee may meet by telephone or videoconference and may take action by written consent.

• The Committee may engage compensation consultants to assist in the evaluation of director, CEO or executive officer compensation, and, in connection therewith, shall have the authority to determine the terms on which such firm is engaged.

• The Committee shall have the authority to obtain advice and assistance from any officer or employee of the Company or from any outside legal expert or other advisors.

• The Committee may request that members of management or outside consultants and advisors to the Committee, be present to assist the Committee in performing its duties.

• Provide oversight and guidance for compensation and benefit philosophy for all employees of the Company.

• Review and approve corporate goals and objectives relevant to CEO compensation, evaluate the CEO’s performance in light of those goals and objectives and have the sole authority to determine the CEO’s compensation level based on this evaluation. This review includes salary, annual incentive and long-term incentive programs, whether stock, stock options or other equity-based incentive or cash, and determinations relating to the deductibility of compensation under Section 162(m) of the Internal Revenue Code of 1986.

• Review and approve other significant terms of employment for the CEO.

• Review and approve the compensation, including base salary and incentive awards and other significant terms of employment, for individuals reporting directly to the CEO and holding a position classified as Vice President or higher and any other officer of the Company who is subject to the reporting requirements of Section 16(a) of the Securities Exchange Act of 1934, as amended, such officers, together with the CEO being referred to as “Senior Management.”

• Administer the Company’s stock option and long-term incentive plans.

• Review and make recommendations to the Board with respect to incentive compensation plans and equity-based plans.

• Review the performance of Senior Management.

• Review and make recommendations to the Board on matters concerning the directors’ annual compensation, as well as any other compensation programs relating to the Board.

• Prepare the report on executive compensation for inclusion in the Company’s proxy statement in accordance with applicable rules and regulations.

• Review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval.

• Conduct an annual performance evaluation of the Committee.

• Take such further actions or provide such further advice as the full Board may from time to time delegate to the Committee.