Compensation Committee Charter

Purpose

The functions of the Compensation Committee include development of compensation strategy and review of the compensation and performance of officers of the Company, review and approval of criteria for the granting of bonuses, and administration of the Company’s stock-based benefit plans and other officer and director compensation arrangements.

Organization

The Company’s Board of Directors shall select three or more of its members, all of whom satisfy the definition of "independent" under the listing standards of The Nasdaq Stock Market, to serve as members of the Compensation Committee. All Committee members shall also be "non-employee directors" as defined by Rule 16b-3 under the Securities Exchange Act of 1934, as amended, and "outside directors" as defined by Section 162(m) of the Internal Revenue Code. Each member will serve at the pleasure of the Board of Directors and for such term or terms as the Board shall determine.

Meetings

The Committee will meet as often as its members deem necessary to perform the Committee's responsibilities. The agenda of each meeting will be prepared by the Chair of the Committee and, whenever reasonably practicable, circulated to each member prior to the meeting date.

Specific Responsibilities

(i)

annual base salary

(ii)

annual and long-term incentives opportunity levels

(iii)

employment agreements, severance arrangements, and change in control agreements, as and when appropriate

(iv)

any special or supplemental benefits

Procedural Matters

One-third of the members, but not less than two, will constitute a quorum. A majority of the members present at any meeting at which a quorum is present may act on behalf of the Committee. The Committee will meet at such times as shall be determined by its Chairperson, or upon the request of any two of its members. The Chairperson shall preside, when present, at all meetings of the Committee. The Committee will keep a record of its meetings and report on them to the Board of Directors. The Committee may meet by telephone or video conference and may take action by written consent.