The goal of the Management Development and Compensation Committee of the board of directors is to align compensation with performance of the Company and to establish a compensation philosophy for the Company. The Committee discharges the board’s responsibilities relating to compensation of the Company’s officers and directors, including reviews of peer companies’ practices, to ensure competitiveness. The Committee reviews and oversees the Company’s compensation and personnel plans, policies and programs, including equity compensation plans.

Committee Membership
The Committee shall consist solely of independent directors as defined in the Company’s Governance Principles. The Governance and Nominating Committee recommends to the board the assignment of directors to the Committee.

Committee Authority and Responsibilities
The Committee meets quarterly or more frequently as needed. The Committee may invite to its meetings any director, officer of the Company or such other person as it deems appropriate in order to assist it in performing its responsibilities. The Committee reports its actions and recommendations to the board of directors. The Committee may form and delegate authority to subcommittees when appropriate.

The Committee shall have the following powers and responsibilities:

1.Employee Benefit Plans - Review and recommend to the board of directors (and stockholders if necessary or appropriate) for approval the establishment of or material change in any incentive, pension or profit-sharing or equity compensation plan; and review and approve other modifications to such plans.

2.CEO and Named Executive Officers – Annually review and recommend to the board of directors for approval corporate goals and objectives relevant to the salaries and short- and long-term incentives of the CEO and the Company’s four most highly-compensated executive officers other than the CEO (the “Named Executive Officers”). The Committee evaluates annually the performance of the CEO and reviews the performance of the Named Executive Officers in light of the Company’s goals and objectives and recommends to the board the salaries and short- and long-term incentives, including awards under incentive compensation plans and equity compensation plans, for the CEO and the Named Executive Officers. In determining the long-term incentive component of the compensation of the CEO and the Named Executive Officers, the Committee considers the Company’s performance and relative stockholder return, the value of similar incentive awards to executive officers at comparable companies, and the awards given to the CEO and the Named Executive Officers in past years. The Committee also reviews generally the Company’s executive compensation programs to ensure the attraction, retention and appropriate reward of the CEO and the Named Executive Officers, to motivate their performance in the achievement of the Company’s business objectives, and to align the interest of the executive officers with the long-term interests of the Company’s stockholders.

3.Elected Officers and Key Employees - Review and approve the salaries and other short- and long-term incentives of the elected officers of the Company (other than the CEO and the Named Executive Officers, whose compensation is recommended to the board of directors for approval) and key employees of the Company. The Committee establishes and periodically reviews the base salary threshold level for establishing the key employee group. The Committee reviews generally the Company’s executive compensation programs to ensure the attraction, retention and appropriate reward of the officers and key employees, to motivate their performance to achieve the Company’s business objectives, and to align the interest of the officers and key employees with the long-term interests of the Company’s stockholders.

4.Short-Term Incentive Plans - Establish annual or other periodic goals under short-term incentive plans of the Company and review and approve awards under such plans (except awards with respect to the CEO and the Named Executive Officers, whose awards are recommended to the board of directors for approval).

5.Long-Term Incentive Plans - Establish annual or other periodic goals under long-term incentive plans of the Company, and review and approve awards under such plans (except awards with respect to the CEO and the Named Executive Officers, whose awards are recommended to the board of directors for approval).

6.Equity Compensation Plans - Administer and make awards under the Company’s equity compensation plans (except awards with respect to the CEO and the Named Executive Officers, whose awards are recommended to the board of directors for approval).

7.CEO and Named Executive Officer Employment and Severance Agreements - Review and recommend to the board of directors for approval all employment agreements, severance agreements, retention agreements and change in control agreements and any other special or supplemental benefits with respect to the CEO and the Named Executive Officers.

8.Elected Officer and Key Employee Employment and Severance Agreements - Review and approve all employment agreements, severance agreements, retention agreements and change in control agreements and any other special or supplemental benefits with respect to elected officers and key employees of the Company (except awards with respect to the CEO and the Named Executive Officers, whose agreements are recommended to the board of directors for approval).

9.Executive Perquisites – Establish, review and monitor compliance with policies and procedures related to executive perquisites and be informed in a timely manner of significant director and officer stock transactions and review and approve all executive perquisite plans or programs and all material modifications thereto.

10.Director Compensation - Establish and approve (with the concurrence of the full board) cash and equity compensation for the board of directors. The Committee reviews periodically director compensation and the report of senior management of the Company regarding director compensation practices at companies of comparable size as well as the Company’s peer group of competitors. In its review, the Committee considers: that directors’ independence may be jeopardized if director compensation and perquisites exceed customary levels; and the Company’s belief that directors should be stockholders and have a financial stake in the Company. The Committee may develop other policies from time to time regarding director compensation.

11.SEC Reports - Prepare the compensation committee report required by the rules of the Securities and Exchange Commission to be included in the Company’s annual proxy statement. The Committee also reviews the adequacy of annual proxy statement disclosures related to director and officer compensation.

12.Outside Consultants – Retain and/or terminate outside advisors, including outside compensation consultants to be used to assist the Committee in the evaluation of director, CEO or other senior executive compensation, and approve such advisors’ or consultants’ fees and other retention terms.<

13.Charter Review - Review and reassess the adequacy of this Charter periodically and recommend any proposed changes to the board for approval.

14.Performance Evaluation - Review annually the Committee’s own performance and report its findings to the board of directors.

The Committee undertakes additional activities within the scope of its primary functions as the Committee or the board may from time to time determine.


Revised June 2004