The purposes of the Compensation Committee shall be:

A.      To assist the Board in discharging its responsibilities relating to compensation of the Company’s Chief Executive Officer and other executives in light of such factors as the compensation philosophy of the Company, competitive practices and such other factors as the Committee deems appropriate; and

B.      To render the committee report on executive compensation for inclusion in the Company’s annual proxy statement in accordance with applicable law.


A.      Composition and Qualification

The Compensation Committee shall be comprised of three or more members of the Board of Directors. A person may serve on the Compensation Committee only if the Board of Directors determines that he or she

1.       is a "Non-employee Director" for purposes of Rule 16b-3 under the Securities Exchange Act of 1934, as amended,

2.       satisfies the requirements of an "outside director" for purposes of Section 162(m) of the Internal Revenue Code, and

3.       is "independent" in accordance with New York Stock Exchange listing standards as finally adopted.

B.      Appointment and Removal

The members of the Compensation Committee shall be appointed by the Board on the recommendation of the Nominating/Corporate Governance Committee and shall serve until such member’s successor is duly elected and qualified or until such member’s earlier resignation or removal. Vacancies shall be filled in a similar manner. Compensation Committee members may be removed with or without cause by the majority vote of the directors then in office.

C.      Chairman

Unless the Chairman is elected by the full Board of Directors, the members of the Committee shall designate a Chairman by the majority vote of the full Committee membership. The Chairman shall be entitled to cast a vote to resolve any ties. The Chairman will chair all regular sessions of the Committee and, in consultation with the other Committee members, set the agendas for Committee meetings. The Chairman shall ensure that such agendas are circulated to the other Committee members in advance of each meeting.

D.      Delegation to Subcommittees

The Compensation Committee may form and delegate authority to subcommittees as appropriate and in accordance with applicable law, regulations, or New York Stock Exchange listing requirements, provided all members of such subcommittee are independent.


The Compensation Committee shall meet at least two times a year or more frequently as circumstances dictate. The Chairman of the Committee shall call meetings of the Compensation Committee. A majority of the members of the Compensation Committee present in person or by means of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other shall constitute a quorum.

The Compensation Committee may invite to its meetings any directors, management of the Company and such other persons as it deems appropriate in order to carry out its responsibilities.

The Compensation Committee shall make reports to the Board of Directors after each of its meetings, or as it deems necessary. The report to the Board of Directors may take the form of an oral or written report by the Chairman or any other member of the Compensation Committee designated by the Compensation Committee to make such report. The Compensation Committee shall maintain minutes or other records of meetings and activities of the Committee.


The functions listed below shall be principal activities of the Compensation Committee in carrying out its responsibilities outlined in Section I of this Charter. However the Committee may carry out additional functions and adopt additional policies and procedure as may be appropriate in light of changing business, legislative, regulatory, legal or other conditions. The Committee shall also carry out any other responsibilities and duties delegated to it by the Board of Directors related to its purposes as outlined in this Charter.

The Committee shall have the following duties and responsibilities:

1.       Review annually and make recommendations to the Board with respect to executive compensation strategies, benefits, incentive-compensation plans and equity-based plans to ensure that the Company’s compensation strategy appropriately rewards management for its contribution to the growth and profitability of the Company and is aligned with the interests of the Company’s shareholders.

2.       Review and approve on an annual basis the corporate goals and objectives with respect to compensation of the Chief Executive Officer. The Committee shall evaluate at least once a year the Chief Executive Officer's performance in light of these goals and objectives and based upon such evaluation shall set the Chief Executive Officer's annual compensation, including salary, bonus, incentive and equity compensation.

3.       Review and approve on an annual basis the evaluation process and compensation structure for the Company's other senior executives officers. The Committee shall evaluate the performance of the Company's senior executive officers and shall approve the annual compensation, including salary, bonus, incentive and equity compensation, for such senior executive officers. The Committee shall also provide oversight of management's decisions concerning the performance and compensation of other Company officers.

4.       In determining the long term incentive component of the compensation of the Company's Chief Executive Officer and other senior executive officers, the Compensation Committee may consider: (i) the Company's performance and relative shareholder return; (ii) the value of similar incentive awards to chief executive officers and other senior executive officers at comparable companies; and (iii) the awards given to the Company’s Chief Executive Officer and other senior executive officers in past years.

5.       Review and approve senior management agreements, severance arrangements and change in control agreements and provisions when, and if appropriate, as well as any special supplemental benefits.

6.       Review and approve all grants of stock options and other equity awards;

7.       Recommend to the Board the compensation of Board members (including retainers, committee members’ and committee chairs’ fees, stock options and other similar items as appropriate.)

8.       Review and evaluate the adequacy of this Charter annually and recommend to the Board any changes deemed appropriate by the Compensation Committee.

9.       Review its own performance annually.


The Compensation Committee shall have the authority, to the extent it deems necessary or appropriate, to retain a compensation consultant or other advisors. The Compensation Committee shall have the sole authority to approve the fees payable to such advisors and any other terms of retention, such fees to be borne by the Company.