Compensation Committee Charter

I. Purpose

The Compensation Committee (the "Committee") is created by the Board of Directors of the Company to:

         oversee the Company's compensation and benefits policies generally;

         evaluate senior executive performance;

         oversee and set compensation for the Company's senior executives;

         recommend non-employee director compensation;

         prepare the report on executive compensation that Securities and Exchange Commission rules require to be included in the Company's annual proxy statement; and

         oversee succession planning for senior management.

II. Membership

The Committee shall consist of at least three members, comprised solely of members who are: (i) "independent directors" as defined under NASDAQ rules, as amended; (ii) "non-employee directors" as defined in Rule 16b-3 promulgated under Section 16 of the Securities Exchange Act of 1934, as amended; and (iii) "outside directors" under Regulation Section 1.162-27 promulgated under Section 162(m) of the Internal Revenue Code of 1986, as amended. Such members shall also meet any additional standards for membership established by the Governance and Directors Nominating Committee. The Governance and Directors Nominating Committee shall recommend nominees for appointment to the Committee annually at the organizational meeting of the Board following the Annual Meeting of Shareholders, and as vacancies or newly created positions occur. Committee members shall be appointed by the Board and may be removed, with or without cause, by the Board at any time. The Governance and Directors Nominating Committee shall recommend to the Board, and the Board shall designate, the Chair of the Committee.

III. Authority and Responsibilities

In addition to any other responsibilities which may be assigned or delegated from time to time by the Board, the Committee is responsible for the following matters.

Compensation and Benefits Policies Generally

         The Committee shall review and approve the Company's compensation and benefits policies generally (subject, if applicable, to shareholder ratification), including the incentive-compensation plans and equity-based plans of the Company. In reviewing such compensation and benefits policies, the Committee may consider the recruitment, development, promotion, retention and compensation of senior executives and other employees of the Company and any other factors that it deems appropriate. Such process shall include, when appropriate, review of the financial performance and third party administration of plans. The Committee shall report the results of such review and any action it takes with respect to the Company's compensation and benefits policies to the Board.

Senior Executive Performance and Compensation

         The Committee shall review and approve for each of the Company's senior executives, including the CEO and all other Section 16 officers, his or her (i) annual base salary level, (ii) annual incentive compensation, (iii) long-term incentive compensation, (iv) employment, severance and change-in-control agreements, if any, (v) retirement benefits, and (vi) any other compensation, perquisites or special benefit items. In so reviewing and approving executive compensation, the Committee shall, among other things:

         identify corporate goals and objectives relevant to executive compensation;

         evaluate each executive's performance in light of such goals and objectives and set each executive's compensation based on such evaluation and such other factors as the Committee deems appropriate and in the best interests of the Company (including other Board members' recommendations as to the CEO and the CEO's recommendations as to other senior executives);

         determine any long-term incentive component of each executive's compensation; and

         take into account compensation given to such executive in past years, the Company's performance (including achievement of annual quantitative objectives), shareholder returns (including relative to comparable companies), the cost to the Company of such compensation, compensation at comparable companies and such other factors as the Committee deems appropriate and in the best interests of the Company.

         The Committee shall report the results of such review and any action it takes with respect to the compensation of the Company's CEO and all other Section 16 officers to the Board.

         The Committee may delegate to one or more officers of the Company the authority to make grants and awards to any non-Section 16 officer of the Company under such of the Company's incentive-compensation or equity-based plans as the Committee deems appropriate and in accordance with requirements of law and the terms of such plans.

Non-Employee Director Compensation

         The Committee shall review periodically the compensation of non-employee Directors (both in their capacity as Board members and as Committee members) as established by the Board, and if deemed advisable by the Committee, make recommendations to the Board for changes thereto.

Disclosure

         The Committee shall prepare the report on executive compensation that Securities and Exchange Commission rules require to be included in the Company's annual proxy statement.

Reporting to the Board

         The Committee shall report to the Board periodically. This report shall include a review of any actions taken at its meetings or by unanimous consent, as well as any recommendations or issues that arise with respect to Company compensation and benefits policies, executive compensation, and any other matters that the Committee deems appropriate or is requested to be included by the Board.

         At least annually, the Committee shall evaluate its own performance and report to the Board on such evaluation.

         The Committee shall review periodically and assess the adequacy of this Charter and recommend any proposed changes to the Board.

IV. Procedures

The Committee shall meet as often as it determines is appropriate to carry out its responsibilities under this Charter, but no less than three times a year. The Chair of the Committee, in consultation with the other committee members, shall determine the frequency and length of the committee meetings and shall set meeting agendas consistent with this Charter. No senior executive (including the CEO) should attend that portion of any meeting where such executive's performance or compensation is discussed, unless specifically invited by the Committee.

The Committee has the sole authority to retain and terminate any compensation consultants, legal counsel and other advisors to assist it in fulfilling its duties (including in evaluating CEO and senior executive compensation), including sole authority to approve fees and other retention terms.

The Committee may delegate its authority to subcommittees or the Chair of the Committee when it deems it appropriate and in the best interests of the Company.