Compensation CommittEe Charter

Purpose

The Compensation Committee is appointed by the Board to discharge the Board’s responsibilities relating to compensation of the Company’s directors and officers (or in some cases assist the Board in discharging those responsibilities) and evaluating the director and officer compensation plans, policies and programs of the Company. The Compensation Committee is also responsible for preparing the report required by the rules of the Securities and Exchange Commission on executive compensation for inclusion in the Company’s annual proxy statement.

Committee Membership

The Compensation Committee shall consist of no fewer than three members. The members of the Compensation Committee shall meet the independence requirements of the New York Stock Exchange. The Board, on the recommendation of the Nominating and Corporate Governance Committee, shall appoint the members of the Compensation Committee. Compensation Committee members may be replaced by the Board.

Committee Authority and Responsibilities

1.        The Compensation Committee shall have the sole authority to retain and terminate any compensation consultant to be engaged to assist in the evaluation of director, CEO or senior executive compensation, and shall have sole authority to approve the consultant’s fees and other retention terms. The Compensation Committee shall also have authority, to the extent it deems necessary or appropriate, to obtain advice and assistance from internal or external legal, accounting or other advisors.

2.        The Compensation Committee shall 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 determine the CEO’s compensation levels based on this evaluation. In determining the long-term incentive component of CEO compensation, the Compensation Committee will consider those issues that it deems relevant, which may include, among others, the Company’s performance and relative shareholder return, the value of similar incentive awards to CEOs at comparable companies, and the awards made to the CEO in past years.

3.        The Compensation Committee shall annually review the performance of all other officers and key employees and review and approve, for the CEO and the senior executives of the Company, (a) annual base salary levels, (b) long-term incentive opportunity levels, (c) other forms of compensation, (d) employment agreements and extensions thereto, severance arrangements, and change in control agreements or provisions, in each case as, when and if the Committee considers it appropriate, and (e) any special or supplemental benefits.

4.        When and as it deems necessary or appropriate, the Compensation Committee shall review the compensation of non-employee directors, including compensation pursuant to equity-based plans, and shall approve, or recommend to the Board for its action, any changes in such compensation.

5.        The Compensation Committee shall from time to time consider and take action on the establishment of and changes to incentive compensation plans and equity compensation plans, including making recommendations to the Board on plans, goals or amendments to be submitted for action by the Company’s stockholders.

6.        The Compensation Committee shall administer the Company’s compensation plans for which it is named as plan administrator, including taking action on grants and awards, determinations with respect to achievement of performance goals, and other matters provided in the respective plans.

7.        The Compensation Committee shall make regular reports to the Board.

8.        The Compensation Committee shall review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval.

9.        The Compensation Committee shall annually review its own performance.

10.     The Compensation Committee shall have the full authority to fulfill such other duties and responsibilities as are consistent with the purposes of the committee enumerated in this Charter or as shall be delegated to it by the Board from time to time. In exercising its authority, duties and responsibilities under this Charter, the Committee shall have and may exercise all the powers and authority of the Board of Directors.

Meetings and Structure

The Compensation Committee shall meet at such times as it determines or as may be called by the Chairman of the Committee, any two members of the Committee, or the Chairman of the Board.

The Board shall appoint one member of the Committee to be Chairman. He or she shall be responsible for preparing the agenda (following consultation with other members and with management), presiding over meetings and coordination of reporting to the Board. The Compensation Committee may form subcommittees to assist it in its work when appropriate.