COMPENSATION COMMITTEE CHARTER


COMPOSITION

The Compensation Committee shall be comprised of three or more directors as determined by the Board, each of whom shall be independent directors in fact and appearance, and free from any relationship that, in the opinion of the Board, would interfere with the exercise of his or her independent judgment as a member of the Committee. Committee members shall be appointed by the Board. Committee members shall meet the independence definitions set forth by the Securities Exchange Commission, NASDAQ and the Internal Revenue Service.

MEETINGS

The Compensation Committee shall meet at least two times annually or more frequently as necessary. If a Committee Chair is not designated by the Board or present, the members of the Committee may designate a Chair by majority vote of the Committee membership. A majority of the Committee members currently holding office constitutes a quorum for the transaction of business. The Committee shall take action by the affirmative vote of a majority of the Committee members present at a duly held meeting. The Committee Chair shall prepare and/or approve an agenda in advance of each meeting and either before or after the action is taken, a written consent is filed with the Corporate Secretary. The Committee Chair will report from time to time to the Board on Committee actions and on the fulfillment of the Committee's duties under its Charter. The Vice President Human Resources will be the management liaison to the Committee. The Committee Secretary will keep minutes of all Committee meetings, which will be distributed to all Board members. The Committee will meet as required to address the agreed upon duties and responsibilities outlined below.

RESPONSIBILITIES AND DUTIES

The Compensation Committee is responsible for review and approval of the company's compensation philosophy and ensuring that the following plans represent the company's human capital philosophy and are appropriately designed and administered:

The Committee will review and approve executive compensation philosophy and determine Chief Executive Officer compensation including:

The Committee will make recommendations to the Board regarding the adoption, amendment or termination of the Company's incentive compensation plans and stock-related plans (including specific provisions) in which the Chief Executive Officer and the Company's other principal executives may participate.