COMPENSATION COMMITTEE CHARTER

PURPOSE

The Compensation Committee is appointed by the Board of Directors to discharge the Board's responsibilities relating to executive compensation and benefits. The Committee shall have and may exercise all the powers of the Board with respect to the specific authority delegated to the Committee in this Charter or hereafter specifically delegated to the Committee by the Board of Directors, except as may be prohibited by law.

The Committee has overall responsibility for approving and evaluating executive compensation policies, plans and programs for the Company’s executive officers and senior management. The Committee is also responsible for developing the compensation philosophy, and maintaining oversight of the compensation policies, plans and programs. The Committee is also responsible for producing an annual report of executive compensation for inclusion in the Company’s annual proxy statement.

COMMITTEE MEMBERSHIP STRUCTURE

The Committee shall be elected by the Board of Directors on the recommendation of the Nominating and Governance Committee and shall consist of not less than three members of the Board of Directors. The members of the Committee may be replaced by the Board of Directors. The Board of Directors shall also elect a chairman of the Committee. The Compensation Committee may form and delegate authority to a sub-committee, as appropriate. Each member of the Committee must be an "independent director" determined in accordance with the Company’s Corporate Governance Guidelines.


RESPONSIBILITIES

The Compensation Committee shall:

*                   Establish a philosophy and policies governing all executive compensation and benefits programs, including base salary, annual and long-term incentives, employment agreements, change in control and non-change in control severance agreements, and other special executive benefits and perquisites. The policy shall include a targeted competitive position for compensation relative to a defined peer group of companies. The Committee shall report such philosophy and policies to the Board of Directors and to the shareholders.

*                   Approve compensation, benefits and perquisites made available to the Company’s executive officers and senior management ("Senior Leadership Team"); provided however, that in the interim between meetings of the Committee, the Chairman of the Committee may approve adjustments to compensation, benefits and perquisites to then existing executive officers and senior management of the Company to the extent necessary to retain such personnel, and may approve the terms of offers of employment (including the granting of options and restricted stock) to new executive officers and senior management of the Company, provided further that the material terms of such adjustments and offers are reported to the Committee at their next meeting.

*                   In conjunction with the Nominating and Governance Committee, the Committee will participate in the annual evaluation of the Chief Executive Officer. With respect to the compensation of the Chief Executive Officer of the Company, the Committee shall review and consider the annual evaluation of the Chief Executive Officer prepared by the Nominating and Governance Committee in determining the compensation of the Chief Executive Officer. The Chair of the Committee will be the liaison to the Chief Executive Officer on compensation issues with respect to the Chief Executive Officer. Chief Executive Officer compensation actions shall be reported to the Board of Directors at their next meeting.

*                   Recommend to the Board of Directors for their approval the establishment (and modification where appropriate) of stock and cash incentive plans and programs for executive officers and senior management when deemed appropriate by the Committee, and, to the extent that the Board is to be involved in the administration of such plans and programs adopted by the Board of Directors, administer such plans.

*                   Approve annual and other bonuses and long-term incentive compensation payments for the Senior Leadership Team, and report such payments to the Board of Directors.

*                   Grant equity awards under the Company’s equity incentive plans, and grant performance units, alternate rights, stock appreciation rights, or other awards under any long-term executive compensation plan or program of the Company. The Compensation Committee shall report all such grants to the Board of Directors at their next meeting.

*                   Prepare the report of the Committee required by the rules of the Securities and Exchange Commission to be included in the Company's annual proxy statement. Additionally, the Committee shall review all compensation tables, the stock performance graph, and employment and change in control disclosure in the annual proxy statement.

*                   Review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Nominating and Governance Committee for approval.

*                   Make regular reports to the Board.

*                   Annually review the Committee's performance relative to this Charter and report the evaluation results to the Board of Directors.

The Committee shall have sole authority to retain and terminate special legal, compensation, accounting or other consultants to advise the Committee, and shall approve all consultants’ fees and terms of retention. The Committee may request any officer or employee of the Company or the Company’s outside counsel to attend a meeting of the Committee or to meet with any members of, or consultants to, the Committee.

The Compensation Committee will meet as often as the Chair shall determine to be necessary or appropriate but at least two times during each year. The Committee will meet regularly in executive session. Reports of meetings of the Committee shall be made to the Board of Directors at its next regularly scheduled meeting following the Committee meeting, accompanied by any recommendations that were approved by the Committee.

The Chief Executive Officer of the Company is given full authority, which may be delegated, to establish the compensation and benefit policies and practices for all non-Senior Leadership employees of the Company and its subsidiaries, subject, in the case of exempt employees, to the guidelines established by the Committee.