Compensation Committee Charter

1. To review, evaluate, and approve the agreements, plans, policies and programs of the Corporation to compensate the officers and directors of the Corporation;
2. To produce a report on executive compensation each year and to publish the report in the Corporation's proxy statement for its annual meeting of stockholders;
3. To otherwise discharge the Board's responsibilities relating to compensation of the Corporation's officers and directors; and
4. To perform such other functions as the Board may assign to the Committee from time to time.

1. Each year the Committee shall:
   • review and approve corporate goals and objectives relevant to the compensation of the Corporation's Chairman of the Board and Chief Executive Officer,
   • evaluate the performance of the Chairman of the Board and Chief Executive Officer in light of such goals and objectives, and
   • either as a committee or together with the other independent directors (as directed by the Board) determine and approve the compensation of the Chairman of the Board and Chief Executive Officer based on this evaluation.
2. Each year the Committee shall review and make recommendations to the Board with respect to the compensation of all directors.
3. Each year, the Committee shall review and make recommendations to the Board with respect to the compensation of all officers and other key employees of the Corporation.
4. Each year the Committee shall review and make recommendations to the Board with respect to incentive-compensation plans and equity-based plans. Stockholders shall be given the opportunity to vote on equity-compensation plans as required by law, applicable listing standards, the Corporation's certificate of incorporation or bylaws, or the Corporation's corporate governance guidelines.
5. The Committee shall have authority to consider and make determinations regarding the long-term incentive compensation awards, including those under the Corporation's Long-Term Incentive Compensation Plan.
6. Each year the Committee shall review and approve, for the Chairman of the Board and Chief Executive Officer and the officers of the Corporation, all annual and all other compensation arrangements , which may include the following:
   • the annual base salary level,
   • the annual incentive opportunity level, and
   • any special or supplemental benefits.
7. When and as appropriate, the Committee shall review and approve, for the Chairman of the Board and Chief Executive Officer and the other officers of the Corporation:
   • all benefits and perquisites; and
   • all employment agreements, severance arrangements, and change-in-control agreements and provisions.
8. Each year, the Committee shall prepare a report on executive compensation as required by the SEC to be included in the Corporation's annual proxy statement or annual report on Form 10-K filed with the SEC which complies with applicable rules and regulations, including disclosure of whether the Committee has reviewed and discussed with management the Compensation Discussion and Analysis section of such proxy statement or annual report and recommended it be included in such proxy statement or annual report.
9. The Committee shall have the sole authority to retain, amend the engagement with, and terminate any compensation consultant to be used to assist in the evaluation of director, Chairman of the Board and Chief Executive Officer, or senior executive compensation. The Committee shall have sole authority to approve the consultant's fees and other retention terms and shall have authority to cause the Corporation to pay the fees and expenses of such consultants. The Committee shall also have authority to obtain advice and assistance from internal or external legal, accounting or other advisors, to approve the fees and expenses of such outside advisors, and to cause the Corporation to pay the fees and expenses of such outside advisors.

1. Meetings. The Committee shall meet as often as may be deemed necessary or appropriate in its judgment at the call of its chairperson, two or more members of the Committee, or the Chairman of the Board and Chief Executive Officer. Meetings may, at the discretion of the Committee, include members of the Corporation's management, independent consultants, and such other persons as the Committee or its chairperson may determine. The Committee may meet in person, by telephone conference call, or in any other manner in which the Board is permitted to meet under law or the Corporation's bylaws.
2. Quorum and Approval. A majority of the members of the Committee shall constitute a quorum. The Committee shall act on the affirmative vote of a majority of members present at a meeting at which a quorum is present. The Committee may also act by unanimous written consent in lieu of a meeting.
3. Rules. The Committee may determine additional rules and procedures, including designation of a chairperson pro tempore in the absence of the chairperson and designation of a secretary of the Compensation Committee or any meeting thereof.
4. Reports. The Committee shall make regular reports to the Board, directly or through the chairperson.
5. Review of Charter. Each year the Committee shall review the need for changes in this Charter and recommend any proposed changes to the Board for approval.
6. Performance Review. Each year the Committee shall review and evaluate its own performance and shall submit itself to the review and evaluation of the Board.
7. Fees. Each member of the Committee shall be paid the fee set by the Board for his or her services as a member

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