(Amended and Restated as of June 10, 2004)

Purpose:  The Compensation and Option Committee is a standing committee of the Board.  The Committee’s purpose is to assist the Board in carrying out its oversight responsibilities relating to compensation matters, to prepare a report on executive compensation for inclusion in the Company’s annual proxy statement and to serve as the Board committee authorized to administer and approve awards under equity and other compensation plans.  The Committee will have the authority on behalf of the Board to take all actions as the Committee or its Chairperson may from time to time determine to be consistent with its purpose, this Charter, any equity or other compensation plans and applicable law.

Composition:  The Committee will have such number of members as the Board from time to time designates.  Based upon the recommendation of the Nominating and Governance Committee, the Board will designate the members of the Committee at least annually and will take such actions as it from time to time determines to be appropriate to assure that the Committee and its members comply with applicable independence requirements.  Management is hereby directed to take such steps as are necessary to assure that the Company does not take actions which would compromise the independence of any Committee member.  Committee members shall serve at the pleasure of the Board and for such term or terms as the Board may determine.

The Board will from time to time designate the Chairperson, and may designate a Co-Chairperson or Vice Chairperson, of the Committee.

Resources:  Management is directed to bring to the attention of the Committee such matters as the Committee is required by law or listing requirements to review or as the Committee or its Chairperson may from time to time designate.  Without limitation, management is responsible for providing the Committee with the information and assistance contemplated by this Charter and educational and other resources as it or its Chairperson may request or may be required by law or listing requirements.  The Committee or its Chairperson may retain at the Company’s expense (in such amount as the Committee or its Chairperson determines to be appropriate) legal counsel and other third-party advisors as it determines to be appropriate and will have the sole authority to retain, terminate and determine the compensation and other retention terms of compensation consultants, if any, retained to assist in the evaluation of compensation of executive officers of the Company. 

Proceedings:  The Committee will periodically meet in executive session.  The Chairperson of the Committee shall, in consultation with the other members of the Committee and the appropriate officers of the Company, establish Committee meeting agendas.  Additionally, the Chairperson of the Committee or a majority of the Committee members may call a meeting of the Committee at any time and any Committee member may submit items to be included in the agenda for, and may raise subjects that are not on the agenda at, any meeting.  A majority of the number of Committee members will constitute a quorum for conducting business at a meeting of the Committee.  The act of a majority of Committee members present at a meeting at which a quorum is in attendance will be the act of the Committee, unless a greater number is required by law, the Company’s certificate of incorporation, its bylaws, or this Charter.  The Committee may adopt such other procedures as it may from time to time determine to be appropriate to assist in the discharge of its responsibilities. 

Except as the Committee or its Chairperson may otherwise determine, the Secretary or another person designated for this purpose by the Committee Chairperson will prepare appropriate records of all Committee meetings and actions, copies of which when approved by the Committee or its Chairperson will be furnished to the Board, and will maintain copies of all materials furnished or presented to the Committee.  In addition, the Committee Chairperson will report the Committee’s activities to the Board in such manner and at such times, but at least annually, as the Committee Chairperson or the Board deems appropriate.

Responsibilities:  The Committee will:

·                  at least annually, review and approve corporate goals and objectives relevant to CEO compensation, evaluate the CEO’s performance in light of those goals and objectives and set the CEO’s compensation based on this evaluation and taking into consideration any other factors it deems appropriate;

·                  at least annually, review compensation generally and as to such executive officers as the Committee may from time to time determine;

·                  make recommendations to the Board with respect to the approval and adoption of all cash- and equity-based incentive plans;

·                  approve awards of options, restricted stock and other equity rights to executive officers and otherwise take actions contemplated to be taken by it under equity-based and other compensation plans from time to time in effect;

·                  annually review the compensation provided to directors, including for service on directorate committees;

·                  prepare the Committee’s report, made pursuant to the Securities Exchange Act of 1934, to be included in the Company’s annual reports on Form 10-K or in the Company’s proxy statements in connection with annual meetings of stockholders; and

·                  annually evaluate the Committee’s performance.

Unless any equity or other compensation plans otherwise provide (such as the case where formula grants are made under a plan), any award to a director or executive officer must be specifically approved by the Committee; the Committee may delegate authority as to specified dollar amounts or awards to other employees.

Management is directed to review with the Committee any proposed employment contract with an executive officer or compensatory plan or agreement in which an executive officer participates (other than broadly based welfare benefit plans), or amendment thereto, with the Chairperson before finalizing any such arrangement.  The Committee shall determine and approve any proposed employment agreement with any newly-hired CEO or a person promoted into that position.

CharterThe Committee will review this Charter periodically and will recommend to the Nominating and Governance Committee changes to the Charter as it determines to be appropriate.  Any changes will be effective when recommended by the Nominating and Governance Committee and approved by the Board.