Compensation Committee Charter

PURPOSE
The Compensation Committee of the Board of Directors of the Company reviews the Company’s compensation practices and policies, reviews and recommends to the Board of Directors for its consideration and determination the compensation for the Chief Executive Officer and the other executive officers, reviews and approves corporate goals and objectives relevant to compensation, annually evaluates Chief Executive Officer performance, and annually reviews and reports on the Company’s compensation discussion and analysis and recommends its inclusion in the Company’s proxy statement and Annual Report on Form 10-K.

MEMBERSHIP
The Compensation Committee shall consist of at least two members of the Board of Directors appointed from time to time by the Board of Directors. The Board of Directors may designate one of such members as the Chairman of the Committee. Each member of the Committee (i) shall be “independent," as such term is defined under the applicable federal securities laws, rules and regulations and the rules and regulations of any national securities exchange or upon which the Company’s common stock is listed, (ii) shall be a “Non-Employee-Director" as defined in Rule 16b-3 under the Securities Exchange Act of 1934, and (iii) shall satisfy the requirements of an “outside director" for purposes of Section 162(m) of the Internal Revenue Code.

RESPONSIBILITIES
The responsibilities of the Compensation Committee include the following:

COMPENSATION PRACTICES AND POLICIES

• Review compensation practices and policies of the Company to ensure they provide appropriate motivation for corporate performance and increased stockholder value.
• Oversee the administration of the Company’s equity-based, incentive, deferred and other compensation programs, and determine the employees and directors who will receive awards and the size of those awards under such programs.
• Recommend to the Board for its consideration and determination the adoption, amendment or termination of equity-based, incentive, deferred and other compensation programs for employees and directors of the Company.
• Review the Company’s compensation discussion and analysis, discuss it with management, and prepare a report as to whether to recommend its inclusion in the Company’s proxy statement and Annual Report on Form 10-K.

EXECUTIVE OFFICER COMPENSATION

• Periodically review the executive compensation practices of comparable companies.
• Annually review and recommend to the Board for its consideration and determination (i) the annual base salary, (ii) annual incentive plan compensation, (iii) awards under the Company’s equity-based compensation programs, and (iv) other forms of compensation, for the executive officers of the Company.
• Recommend to the Board for its consideration and determination any employment agreements, severance arrangements, change-in-control arrangements and any special or supplemental benefits for the executive officers of the Company.
• Establish and certify the satisfaction of performance goals for performance-based compensation as required under Section 162(m) of the Internal Revenue Code.
• Review stockholder proposals relating to executive compensation matters and recommend to the Board the Company’s response to such proposals.
  

CHIEF EXECUTIVE OFFICER COMPENSATION

• Periodically review the Chief Executive Officer compensation practices of comparable companies.
• Review and recommend to the Board for its consideration and determination the annual corporate and individual goals and objectives for the Chief Executive Officer.
• Review the Chief Executive Officer’s performance against such goals and objectives with the independent directors and communicate the Board’s evaluation to the Chief Executive Officer.
• Annually review and recommend to the Board for its consideration and determination (i) the annual base salary, (ii) annual incentive plan compensation, (iii) awards under the Company’s equity-based compensation programs, and (iv) other forms of compensation, for the Chief Executive Officer.
• Recommend to the Board for its consideration and determination any employment agreement, severance arrangement, change-in-control arrangement and any special or supplemental benefits for the Chief Executive Officer.
  

DIRECTOR COMPENSATION

• Periodically review the director compensation practices of comparable companies.
• Annually review and recommend to the Board for its consideration and determination the annual retainer, meeting fees, committee chairman fees, deferred compensation and any other forms of director compensation.
• Determine the awards to be granted to the directors under the equity-based compensation plans of the Company.
  

GENERAL
MEETINGS
The Compensation Committee shall meet as often as may be deemed necessary or appropriate, generally at least twice annually, and more frequently as circumstances dictate. The Committee may ask members of management, consultants and other advisors to attend meetings and provide pertinent information as necessary or advisable. A majority of the members shall constitute a quorum. A majority of the members present shall decide any matter brought before the Committee.

RESOURCES AND AUTHORITY OF THE COMPENSATION COMMITTEE
The Compensation Committee shall have the resources and authority appropriate to discharge its duties and responsibilities, including, without limitation, the authority to retain, terminate and approve the fees and other retention terms of such consultants, counsel, experts and other advisors as the Committee may deem appropriate in its sole discretion.

REPORTING TO THE BOARD OF DIRECTORS
The Compensation Committee shall report its actions and any recommendations to the Board of Directors on a regular basis.

REVIEW OF CHARTER
The Compensation Committee shall review and reassess the adequacy of this Charter at least annually and recommend any proposed changes to the Board for approval.

REVIEW OF COMMITTEE PERFORMANCE
The Compensation Committee shall annually conduct an evaluation of its performance.

As amended October 24, 2008