1.         Purpose.  The Compensation Committee of the Board of Directors (the “Committee”) is designated by the Board of Directors of the Corporation (the “Board”) to:


·                    develop and recommend to the Board total compensation for the Board and establish total compensation for senior executives, including oversight of all senior executive benefit plans (including Rule 162(m) plans);

·                    oversee the Corporation's equity incentive plans;

·                    produce an annual report on executive compensation for inclusion in the Corporation’s annual proxy statement.


2.         Membership.  The Committee shall consist of at least three members, including a Chairperson (the “Chairperson”), comprised solely of “independent” directors as defined by the Nasdaq Stock Market’s listing standards.  The members of the Committee shall be appointed by the Board upon the recommendation of the Nominating Committee members and shall serve one-year terms unless removed (with or without cause at any time) or reappointed by the Board.  All vacancies in the Committee shall be filled by the Board.  The Board shall designate one of the members as Chairperson.


3.         Meetings.  The Committee shall meet at least quarterly and as often as it determines appropriate to carry out its obligations under this Charter.  The Committee shall periodically report on its activities to the Board and make such recommendations and findings as it deems appropriate.  Meetings of the Committee may be held in person or by telephone.


The Committee shall keep a separate book of minutes of their proceedings and actions.  All meetings shall be at the call of the Chairperson.  The Committee shall elect a Secretary to the Committee who shall give notice personally or by mail, telephone, facsimile or electronically to each member of the Committee of all meetings, not later than 12 noon of the day before the meeting, unless all of the members of the Committee in office waive notice thereof in writing at or before the meeting, in which case the meeting may be held without the aforesaid advance notice.  A majority of the members of the Committee shall constitute a quorum for the transaction of business.

4.         Authority and Responsibilities.  In addition to any other responsibilities which may be assigned from time to time by the Board, the Committee is responsible for and has authority to conduct the following matters:


Compensation and Benefits


(a)        The Committee shall review and recommend to the Board the total compensation for the Directors of the Corporation.


(b)        The Committee shall establish the total compensation package provided to, and other terms of employment of, the Chief Executive Officer (or most senior officer of the Corporation), as well as such other senior executive officers of the Corporation for whom compensation is disclosed in the Corporation's proxy statement, and review and/or approve the actual compensation (including base pay adjustments, and any annual and long‑term incentive payouts) paid to senior executive officers of the Corporation. The Committee should be involved with any employment agreements, severance agreement or change of control agreements between the Corporation and its senior executive officers. As to the Chief Executive Officer, the Committee shall review and approve the goals and objectives relevant to the Chief Executive Officer's compensation; evaluate the Chief Executive Officer's performance in light of those goals and objectives; communicate this evaluation to the independent directors of the Board for adoption, modidfication, approval and discussion with the Chief Executive Officer;  and set the Chief Executive Officer's compensation level based on the final  evaluation of the Chief Executive Officer by the independent directors of the Board.  The Chief Executive Officer shall not be present when the Committee deliberates and establishes his or her compensation but shall be present when the Committee deliberates and establishes compensation for any of the other senior executive officers.


(c)        The Committee shall review and approve the design of the benefit plans which pertain to Directors, the Chief Executive Officer, and other senior executive officers who report directly to the Chief Executive Officer.


(d)        The Committee shall review and recommend to the Board the creation and/or revision of incentive compensation plans and equity based plans.


(e)        The Committee shall draft and approve the Compensation Committee Report on Executive Compensation included in the Corporation's proxy statements and generally oversee compliance with the compensation reporting requirements of the federal securities laws and rules and regulations promulgated thereunder by the Securities and Exchange Commission.


(f)         The Committee shall retain consultants, from time to time, to advise the Committee on executive compensation practices and policies, or any other matters within the charter of the Committee. The Compensation Committee shall also have authority to obtain advice and assistance from internal or external legal, accounting or other advisors.


(g)        The Committee shall obtain through discussions with management of the Corporation a general understanding of the compensation throughout the entire organization.


Benefit Plans


(h)       The Committee shall establish the design of the benefit plans that pertain to Directors, Chief Executive Officer and senior executive officers of the Corporation who report directly to the Chief Executive Officer.


(i)         The Committee shall administer all plans that require "disinterested administration" under Rule 16b‑3 of the Securities Exchange Act of 1934.


Reporting to the Board

(j)         The Committee shall report to the Board periodically.  This report shall include a review of any issues that arise with respect to compensation matters and any other matters that the Committee deems appropriate or is requested to be included by the Board.


(k)        At least annually, the Committee shall evaluate its own performance and report to the Board on such evaluation.


(l)         The Committee shall periodically review and assess the adequacy of this Charter and recommend any proposed changes to the Board.  This Charter may only be adopted, amended or repealed by the Board, upon recommendation by the Committee.



(m)        The Committee shall perform any other activities consistent with this Charter, the Company’s Articles of Incorporation, Bylaws and governing law, as the Committee deems necessary or appropriate.


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