CHARTER OF THE COMPENSATION AND HUMAN RESOURCES COMMITTEE OF THE BOARD OF DIRECTORS

 

Membership

The Compensation and Human Resources Committee (the "Committee") shall consist of three or more directors all of whom shall be non-employee directors.

 

Powers and Duties

The Committee, in its discretion, shall:

1. From time to time review and adjust as it deems appropriate the salaries of the executive officers of the Company and of its subsidiaries.

2. From time to time consider and, if deemed appropriate, determine bonus amounts for executive officers of the Company and of its subsidiaries.

3. From time to time consider and, if deemed appropriate, establish pools of bonus amounts for other employees of the Company and of its subsidiaries and set the procedures for awarding them.

4. From time to time consider and, if deemed appropriate, recommend to senior management, or determine and communicate to senior management, appropriate overall levels of salary/wage and benefit increases for employees of the Company and its subsidiaries.

5. Make recommendations to the Board concerning other matters relating to employees of the Company and of its subsidiaries as the Committee shall deem appropriate or the Board from time to time shall direct.

6. From time to time review and make recommendations to the Board, if deemed appropriate, regarding director compensation.