Adopted April 21, 2000

Amended October 21, 2002

Amended March 15, 2004




There shall be a committee of the board of directors to be known as the audit committee.  The membership of the committee shall consist of at least three independent directors who are generally knowledgeable in financial and auditing matters and are able to read and understand fundamental financial statements, in accordance with the NASDAQ National Market Audit Committee requirements. 


The audit committee shall be comprised solely of independent directors, as defined in (i) NASDAQ Rule 4200 and (ii) the rules of the SEC, who are free of any relationships that, in the opinion of the board of directors, would interfere with their exercise of independent judgment as a committee member.


The audit committee shall have at least one member who is, in the judgment of the board of directors, “an audit committee financial expert” pursuant to the rules and regulations of the SEC.  To be an audit committee financial expert, the committee member must meet the requirements set forth on Exhibit A hereto.


The board of directors shall appoint one member of the audit committee as chairperson.  The chairperson shall be responsible for leadership of the committee, presiding over the committee meetings, and reporting to the full board of directors. 


The audit committee will meet at least four (4) times each calendar year, prior to the quarterly earnings release.  Meeting minutes will be maintained for these meetings.


The audit committee may form and delegate authority to subcommittees consisting of one or more members when appropriate, provided that decisions of such subcommittee shall be presented to the full audit committee at its next scheduled meeting.


Statement of Policy


The audit committee of the board of directors assists the full board in fulfilling its responsibility for oversight of the quality and integrity of the accounting, auditing and reporting practices of the corporation and other such duties as directed by the board. The independent auditors are ultimately accountable to the board of directors and the audit committee, as representatives of shareholders, and the audit committee has ultimate authority and responsibility to select, evaluate, and, where appropriate, replace the independent auditors.  It is the responsibility of the audit committee to maintain free and open means of communication between the directors, the independent auditors, and the financial management of the corporation.  In discharging this oversight role, the committee is empowered to investigate any matter brought to its attention within the scope of its duties, with full power to retain outside counsel or other experts (at the expense of the company) for this purpose if, in its judgment, that is appropriate.




The audit committee’s primary responsibilities include:























In addition to the responsibilities outlined in this charter, the audit committee shall perform such other specific functions as the company’s board of directors may from time to time direct.


While the audit committee has the responsibilities and powers set forth in this charter, the company’s financial statements are the responsibility of management and the independent auditors are responsible for planning and conducting audits to determine whether the company’s consolidated financial statements present fairly in all material respects the financial position of the company.




Exhibit A

Audit Committee Financial Expert Qualifications

Pursuant to Item 401(h) of SEC Regulation S-K


An audit committee financial expert means a person who has the following attributes:

(i) An understanding of generally accepted accounting principles and financial statements;

(ii) The ability to assess the general application of such principles in connection with the accounting for estimates, accruals and reserves;

(iii) Experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the registrant's financial statements, or experience actively supervising one or more persons engaged in such activities;

(iv) An understanding of internal controls and procedures for financial reporting; and

(v) An understanding of audit committee functions.

A person shall have acquired such attributes through:

(i) Education and experience as a principal financial officer, principal accounting officer, controller, public accountant or auditor or experience in one or more positions that involve the performance of similar functions;

(ii) Experience actively supervising a principal financial officer, principal accounting officer, controller, public accountant, auditor or person performing similar functions;

(iii) Experience overseeing or assessing the performance of companies or public accountants with respect to the preparation, auditing or evaluation of financial statements; or

(iv) Other relevant experience.