2003 Other Charter: XRAY



The primary function of the Human Resources Committee is to provide general
oversight and assistance to the Board of Directors of the Company (the "Board")
for the organizational structure of the Company and the compensation and hiring
plans, policies and practices of the Company, including specifically the
compensation of the executive officers.


A. Composition. The Committee shall consist of directors who are independent, as
defined by NASDAQ and SEC rules, and are free from any relationship with the
Company or management of the Company that, in the opinion of the Board as
evidenced by its appointment of such Committee members, would interfere with
the exercise of independent judgment as a Committee member.

B. Meetings. The Committee will meet as often as necessary to carry out its
responsibilities. Meetings may be called by the Chairman of the Committee
and/or management of the Company. A majority of the Committee shall
constitute a quorum. Written minutes of each meeting shall be duly filed in
the Company records. Reports of meetings of the Committee shall be made to
the Board accompanied by any recommendations to the Board for matters that
the Committee determines requires approval of the Board.


A. General. The Committee's general responsibility is to oversee the Company's
employment, hiring and compensation plans, personnel practices and policies,
and assure that the senior executives of the Company and its wholly-owned
affiliates are compensated effectively in a manner consistent with the stated
compensation strategy of the Company, internal equity considerations,
competitive practice, and the requirements of the appropriate regulatory
bodies. The Committee shall communicate to shareholders, as deemed
appropriate or as required by the Securities and Exchange Commission or other
regulatory body, the Company's compensation policies and practices. More
specifically, the Committee shall be responsible for the following:

- Reviewing periodically the appointments, promotions and performance of
certain officers of the Company and the potential successors of the
principal executive officers of the Company, as the Committee shall
designate, and making recommendations to the Board with respect to such
matters to the extent it deems appropriate;

- Review from time to time and approve the Company's stated compensation
strategy to ensure that management is rewarded appropriately for its
contributions to Company growth and profitability and that the executive
compensation strategy supports organization objectives and shareholder

- Review annually and determine the individual elements of total
compensation for the executive management of the Company and communicate
in the annual Board Compensation Committee Report to shareholders the
factors and criteria on which the executive officers', including the
Chief Executive Officer's, compensation for the last year was based;

- Assure that the Company's executive incentive compensation program(s) are
administered in a manner consistent with the Company's compensation
strategy as to participation, target annual incentive awards, corporate
financial goals, and actual awards paid to executive management;

- Approve, subject to shareholders approval when appropriate, all new
equity-related incentive plans for senior management;

- Recommend to the Board participants in the Company's Supplemental
Executive Retirement Plan;

- Review the recruitment, hiring and promotion practices of the Company and
its subsidiaries in the light of applicable legal requirements and
corporate governance policies established by the Board;

- Receive and review annually or otherwise, as the Committee shall deem
appropriate, reports on significant matters and actions taken in
connection with the operation and administration of the employee benefits
plans of the Company and its subsidiaries;

- Review with the Chief Executive Officer matters relating to management

- If appropriate, hire experts in the field of executive compensation and
other matters related to the functions of the Committee to assist the
Committee with its areas of responsibility; and

- Such other duties and responsibilities as may be assigned to the
Committee, from time to time, by the Board of the Company, or as
designated in Company plan documents.

B. Consultants. The Committee shall at all times have the authority to retain
and terminate any compensation consultants or other advisors to assist it in
any aspect of the evaluation of executive compensation or on any other
subject relevant to the Committee's responsibilities, including the authority
to approve such consultant's or advisor's fees and other retention terms.

C. Stock Option Plans. Either directly or through delegation to the
subcommittee, administer the Company's Stock Option Plans, including but not
limited to:

- Participating in the establishment of option guidelines and general size
of overall grants;

- Making grants;

- Interpreting the Plans;

- Determining rules and regulations relating to the Plans;

- Modifying existing or canceling existing grants and substituting new ones
(with the consent of the grantees);

- Approving any exceptions to receive retiree treatment; and

- Authorizing foreign subsidiaries to adopt plans pursuant to the
provisions of the Plans.