A. Purpose 




The Committee shall recommend to the Board compensation for the CEO and the Board of Directors and shall determine compensation for the Company management after considering recommendations of the CEO.




B. Committee Organization 




The Committee shall consist of at least two members of the Board with the Chair to be elected by the Board. Except as otherwise permitted by rules of the American Stock Exchange, each member of the Committee shall be an “independent director” as defined by such rules.




C. Function and Responsibilities 




CEO Compensation




The Committee shall review each year and approve corporate goals and objectives relevant to compensation of the Company’s CEO, evaluate the CEO’s performance in light of those goals and objectives and make recommendations to the Board for the level of the CEO’s compensation based on this evaluation.




Management Compensation




The Committee shall periodically review the CEO’s recommendations regarding compensation for senior management and shall determine the levels of compensation based on such review.




Administration of Plans




The Committee shall examine all rights, authority and functions of the Board under all of the Company’s compensation plans, provided, however, that unless expressly authorized to do so by a plan or resolution of the Board, the Committee shall not be authorized to amend any such plan.




Directors’ Compensation




The Committee shall periodically review and make recommendations to the Board with respect to compensation of directors for service on the Board and on committees of the Board.




Annual Report




The Committee shall annually prepare a report on executive compensation to be included in the Company’s annual proxy statement.




D. Procedures 




The Committee shall meet as often as necessary to carry out its responsibilities and it may also act by unanimous written consent in lieu of a meeting. The Committee shall keep appropriate records of meetings and other actions it may take.










Further, the Committee shall report regularly to the Board, shall review this charter from time to time and recommend changes to the Board for approval, and shall annually evaluate its own performance.