Compensation Committee
Adopted
March 10, 2004

Purpose

The purpose of the Compensation Committee is to aid the Board of Directors in meeting its responsibilities with regard to oversight and determination of executive compensation. Among other things, the Committee reviews, recommends and approves salaries and other compensation of executive officers, administers the Company’s stock option plans (including reviewing, recommending and approving stock option grants to executive officers), and administers the Company’s Management Incentive Plan.

Membership and Structure

The Compensation Committee shall consist solely of independent directors (as defined in the applicable rules for NASDAQ-traded issuers). Appointment to the Committee shall be made on an annual basis by the full Board upon recommendation of the Nominating and Corporate Governance Committee of the Board. Members of the Committee shall designate the Chair of the Committee. Meetings of the Compensation Committee shall be held at such times and places as the Compensation Committee shall determine, including by written consent. When necessary, the Committee shall meet in executive session outside of the presence of any senior executive officer of the Company. The Chair of the Compensation Committee shall report on activities of the Committee to the full Board. In fulfilling its responsibilities, as set forth below, the Compensation Committee shall have authority to delegate its authority to subcommittees, including subcommittees consisting solely of one or more persons, in each case to the extent permitted by applicable law.

Responsibilities

The Compensation Committee shall:

1.        Meet in executive session to determine the compensation of the Chief Executive Officer of the Company. In determining the amount, form, and terms of such compensation, the Committee shall consider the annual performance evaluation of the CEO conducted by the independent Directors in light of corporate goals and objectives relevant to CEO compensation, competitive market data pertaining to CEO compensation at comparable companies, and such other factors as it shall deem relevant, and shall be guided by, and seek to promote, the best interests of the Company and its shareholders.

2.        Determine salaries, bonuses, and other matters relating to compensation of the all other executive officers of the Company. In determining the amount, form, and terms of such compensation, the Committee shall consider the results of the officer’s annual performance evaluation by the CEO in light of corporate goals and objectives relevant to executive compensation, competitive market data pertaining to executive compensation at comparable companies, and such other factors as it shall deem relevant, and shall be guided by, and seek to promote, the best interests of the Company and its shareholders. The CEO of the Company may be present at meetings during which compensation for such other officers is under review and consideration but may not vote.

3.        Review and make recommendations with respect to stockholder proposals related to compensation matters.

4.        Review and, in consultation with the Nominating and Corporate Governance Committee, make recommendations from time to time on the adequacy and effectiveness of Board compensation in relation to other comparable companies.

5.        Review and make recommendations to the Board regarding executive compensation and benefit plans and programs.

6.        Review, consult and make recommendations and/or determinations regarding employee compensation and benefit plans and programs generally, including employee bonus and retirement plans and programs.

7.        Administer the Company’s stock option and other equity-based plans, including the review and grant of stock options and restricted stock awards to eligible employees under the Company’s existing plans.

8.        Be authorized to delegate to the CEO, the authority to review and grant, as the act of the Committee and of the Board, stock options to eligible employees who are not executive officers.

9.        Review and approve the Report of the Compensation Committee on Executive Compensation to be included in the Company’s annual proxy statement.

10.     When appropriate, be authorized to designate one or more of its members to perform certain of its duties on its behalf, subject to such reporting to or ratification by the Committee as the Committee shall direct.

11.     Annually review and reassess the adequacy of this charter and recommend any changes to the full Board.

In fulfilling its responsibilities, the Compensation Committee shall have the authority, and shall be afforded resources sufficient, to engage independent compensation consultants or legal advisers when determined by the Committee to be necessary or appropriate. The Compensation Committee shall have sole authority to retain and terminate any such consultant or legal adviser, including sole authority to approve the fees and other retention terms.