Compensation Committee Charter





The purpose of the Compensation Committee (the "Committee") is to oversee the Company's compensation program. The goals of the Company's compensation program are to attract, retain, motivate and reward highly qualified management personnel and to provide them with long-term career opportunities. The Company's compensation philosophy is to provide its executives with a competitive total compensation package which motivates superior job performance, the achievement of the Company's business objectives, and the enhancement of shareholder value.


Compensation of the Company's executive officers will be reviewed annually by the Board of Directors and the Compensation Committee. Changes proposed for these employees will be evaluated and approved by the Compensation Committee on an individual basis. The Company's general approach to compensating executive officers is to pay cash salaries which generally are competitive within ranges of salaries paid to executives of other manufacturing companies, although the Company does not attempt to meet salary levels of such companies. Instead, the Committee will set overall compensation at a level it believes to be fair, based upon a subjective analysis of the individual executive's experience and past and potential contributions to the Company. To assist in determining appropriate overall compensation, the Committee will review information regarding revenues, income, and executive compensation for other public manufacturing companies.


Stock option grants to employees of the Company, including the Chief Executive Officer, will be made at the discretion of the Compensation Committee pursuant to the stock option, restricted stock or other benefit plans in effect at the time (the "Benefit Plans"). Factors and criteria to be used by the Compensation Committee in the award of stock options, restricted stock or other awards will include individual responsibilities, individual performance and direct and indirect contributions to the profitability of the Company.


Except as otherwise contemplated herein, the Committee's determination with regard to all compensation issues shall be final, conclusive and binding.


The members of the Committee shall be entitled to indemnification from the Company on the same terms as any other member of the Company's Board of Directors pursuant to their individual indemnification agreements and to the full extent permitted by law.



The responsibilities of the Committee include the following:


Review annually and approve the Company's stated compensation strategy to ensure that management is rewarded appropriately for their contribution to the Company's growth and profitability and that the executive compensation strategy supports organization objectives and shareholder interests.



Review annually and determine the individual elements of total compensation for the Chief Executive Officer. The Chief Executive Officer may not be present during the deliberations or voting concerning his compensation.



Communicate in the annual Board Compensation Committee Report to shareholders the factors and criteria on which the Chief Executive Officer's compensation for the last year was based, including the relationship of the Company's performance to the Chief Executive Officer's compensation.



Review and determine the individual elements of total compensation for the executive officers and key management other than the Chief Executive Officer and communicate in the annual Board Compensation Committee Report to shareholders the specific relationship of corporate performance to executive compensation. The Chief Executive Officer may be present during the deliberations and voting concerning the compensation of these officers and key managers.



Analyze the appropriateness of annual or other periodic incentive compensation plans and, if any such plans are adopted, assure that they are administered in a manner consistent with the Company's compensation strategy and the terms of the plan as to the following:




Target annual incentive awards;

Corporate financial goals;

Actual awards made to senior management; and

Total funds reserved for payment under the plan.



Approve, and where required or otherwise appropriate, submit to the shareholders, all new equity-related incentive plans for management and administer the Company's long-term incentive programs in a manner consistent with the terms of the plans as to the following:




Vesting requirements;

Awards to senior management; and

Total shares reserved for awards.



Make all awards under the Benefit Plans.



Recommend to the full Board the remuneration of non-management (outside) directors, including both cash and non-cash remuneration, and, with respect to stock compensation fix the terms and awards of stock compensation for members of the Board.



Ensure that the executive compensation plans as they pertain to the Chief Executive Officer and the other executive officers are maintained and administered so as to be in compliance with IRC 162(m), or to the extent compliance is not appropriate, recommend exceptions to the full Board.



Determine the need for and approve any employment contracts and/or change of control agreements with the Chief Executive Officer or other executive officers or key managers.



Review with the Chief Executive Officer compensation matters relating to management succession.



Periodically review the Company's Benefit Plans and approve changes subject, where appropriate, to shareholder or Board of Director approval.

Composition and Organization of Committee

Size of Committee. The Committee shall consist of three members of the Board of Directors of the Company. The number of Committee members may be changed by a duly adopted resolution of the Board.



Member Qualifications.



All of the members of the Committee must be directors who are independent as defined by the rules of the NASDAQ Stock Market; and



No Committee member may serve as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving as members of the Company's Board of Directors.



Appointment to Committee. The Board of Directors will make the Committee appointments at the Board of Directors meeting preceding or following each Annual Meeting of Shareholders.



Term. Members shall serve a one-year term and until a successor is appointed and qualified. It is anticipated that members will be reappointed to the Committee and will rotate to another committee every three to four years so that members may both gain experience in the affairs of the Company generally and provide continuity of service on the Committee and other committees.



Committee Chair. The Board of Directors may appoint one of the members of the Committee to serve as the Committee Chair. If the Committee Chair is absent from a meeting, another member of the Committee will act as Chair.



Annual Review of Charter. Not less than annually, the Committee shall review this Charter and recommend to the Board any changes it deems advisable. At any time, the Board of Directors acting on its initiative may amend this Charter, consistent with the rules of the NASDAQ Stock Market and the Securities and Exchange Commission. Only the full Board of Directors may amend this Charter.



Meetings and Report to the Board of Directors. The Committee shall meet at least twice per year, or more frequently as circumstances require, and may conduct such meetings telephonically. A majority of the Committee members shall constitute a quorum for the transaction of business. The action of a majority of those present at a meeting at which a quorum is present shall be the action of the Committee. The Committee shall meet as required, but at least once annually prior to the preparation of the proxy materials to be sent to the Company's shareholders in connection with the annual meeting of shareholders. The Committee shall keep a record of its actions and proceedings, and the Committee Chair shall report on the meetings of the Committee to the Board of Directors at the next Board meeting following a Committee meeting.

Retention of Special Legal, Accounting and Other Consultants

The Committee shall have the authority to retain special legal, accounting or other consultants to advise the Committee, including but not limited to, in connection with any special investigations deemed necessary by the Committee. The Committee may request any officer or employee of the Company or the Company's outside counsel or independent auditor to attend a meeting of the Committee or to meet with any members of, or consultants to, the Committee.


Adopted by the Board of Directors on December 6, 2003.