II.

Compensation Committee Charter

1.

General. The Compensation Committee is responsible for oversight of executive compensation, as delegated by the Board of Directors. The Committee sets compensation for the Chief Executive Officer, and recommends base salary, bonus and other remuneration for officers, and makes grants of equity compensation for senior management, all to ensure the attraction, retention and appropriate performance-based reward to executive officers and senior management.

2.

Composition of Committee. The Compensation Committee shall consist of at least three independent directors, appointed by the Board of Directors and serving at its pleasure. As used herein, the term “independent director” shall have the same meaning and definition set forth in Section 303 of the New York Stock Exchange Listed Company Manual, and Section 301 of the Sarbanes Oxley Act of 2002.

3.

Authority, Powers & Responsibilities. The Compensation Committee shall have the following authority, powers and responsibilities:

 

3.1

To establish and periodically review the compensation strategy of the Company in order to align organizational strategies, goals, and performance with appropriate compensation rewards for the Chief Executive Officer and executive management.

3.2

To evaluate on an annual basis the components of total compensation for the Chief Executive Officer, taking into account performance against the strategies and goals, as well as market competitive data and other factors as deemed appropriate, and to determine the Chief Executive Officer’s compensation level based upon this evaluation.

3.3

To make recommendations to the Board of Directors with respect to compensation for executive officers other than the Chief Executive Officer, based upon performance, market competitive data, and other factors as deemed appropriate.

3.4

To consider and grant incentive compensation and awards of stock incentives under company plans, to executive officers and senior management consistent with the compensation strategy.

3.5

To review executive-level benefit programs, and recommend adoption and/or amendment to such programs.

3.6

To recommend to the Board of Directors, and to the shareholders, as appropriate, new equity incentive plans, and amendments to existing plans.

3.7

To review and recommend to the Board of Directors, the annual retainer and other fees and equity grants for Directors in connection with service on the Board of Directors and Board Committees.

3.8

To select and retain independent experts and consultants in the field of executive compensation, to advise with respect to market data and assist the Committee with its duties, and to approve fees and set terms of engagement for such consultants.

3.9

To provide a Committee report relative to executive compensation, to be included in the annual report or proxy statement as required by applicable law and regulation.

3.10

To conduct an annual evaluation of the Committee’s performance.

3.11

To report to the entire Board at such times as the Committee and Board shall determine, but not less than twice a year.

3.12

To perform such other duties and responsibilities as the Board of Directors may assign from time to time.

4.

Procedures. The procedures to be followed by the Compensation Committee are as follows:

 

4.1

To act by a majority vote of Committee members present at a meeting. A majority of the entire Committee shall constitute a quorum at any meeting, unless otherwise provided by the Board of Directors.

4.2

To keep minutes of the meetings of the Committee through the use of the Secretary of the Company or, during his or her absence, such other person as may be designated by the Chairman of the Compensation Committee.

4.3

To hold regularly scheduled meetings and such special meetings as the Compensation Committee may from time to time deem necessary.

4.4

All contacts on behalf of the Compensation Committee, outside of the regular or special meetings, shall be conducted only by either the Chairman of the Compensation Committee or such other member of the Compensation Committee as the Board of Directors or a majority of the entire membership of the Compensation Committee may from time to time appoint for such purpose.

4.5

Subject to the required procedures above set forth, to adopt such other procedures as the Compensation Committee deems advisable from time to time as are consistent with and pursuant to the objectives and functions of the Compensation Committee hereinabove set forth.