The primary purpose of the Committee shall be to fulfill the Board of Directors’ responsibilities relating to executive compensation. The Committee shall oversee and advise the Board on the adoption of policies that govern the Company’s compensation and benefits programs.

II. COMMITTEE MEMBERS

The Committee shall be comprised solely of at least two non-officer directors each of whom meet any applicable requirements for eligibility to serve on such a committee under the NASDAQ listing requirements, Securities and Exchange Commission (“SEC”) Rule 16b-3 and Section 162(m) of the Internal Revenue Code of 1986, as amended. Committee members shall be appointed and may be removed by the Board of Directors.

III. COMMITTEE MEETINGS

The Committee will meet at least two times a year. Additional meetings may be called at the direction of the Company’s Chairman of the Board, President or CEO or any member of the Committee. The Committee will invite members of management and others to attend meetings and provide pertinent information, as necessary. The Committee will meet periodically in executive session without Company management present. Meeting agendas will be prepared, along with appropriate briefing materials. Minutes will be prepared and the Committee will report to the Board the results of its meetings.

IV. DUTIES AND RESPONSIBILITIES

The Committee shall have the following specific duties, in addition to any additional similar matters that may be referred to the Committee from time to time by the full Board or the Chairman of the Board or which the Committee undertakes on its own initiative:

Review the competitiveness of the Company’s executive compensation programs to ensure

the attraction and retention of executives,
the motivation of executives to achieve the Company’s business objectives, and
the alignment of the interests of key leadership with the long-term interests of the Company’s shareholders.

Review and recommend to the full Board for approval contractual employment and compensation arrangements of executive officers, including, without limitation, change in control agreements, severance agreements, executive retirement benefit agreements and any special or supplemental benefits.
Review and approve on an annual basis the Company’s goals and objectives relevant to CEO compensation, and recommend to the full Board for approval the annual compensation level for the CEO based on the performance evaluation conducted by the Corporate Governance and Nominating Committee and other compensation principles as determined from time to time by the Committee.
Review and approve on an annual basis the Company’s evaluation process and compensation structure for the Company’s executive officers, and review and recommend to the full Board for approval the annual compensation levels for executive officers based on their performance evaluations and other compensation principles as determined from time to time by the Committee.
Review and recommend to the full Board for approval any new incentive-compensation plans for executive officers and all equity-based compensation plans and changes to existing plans.
Have all the authority of the Board of Directors and/or the Committee under the terms of any compensation plans or agreements and discharge any responsibilities of the Board or the Committee in the administration of those plans and agreements, including, without limitation, making and authorizing grants and benefit determinations and establishing performance goals.
Review and discuss with management on an annual basis the Compensation Discussion and Analysis disclosure and recommend to the full Board that the Compensation Discussion and Analysis disclosure be included in the Company’s proxy or information statement or Form 10-K, in each case as required by SEC rules and regulations.
Prepare and publish an annual Report of the Compensation Committee in the Company’s annual proxy statement and Form 10-K in compliance with SEC rules and regulations and any applicable NASDAQ listing requirements.
Periodically review with management plans for the orderly development and succession of executive management.
At least annually review and make recommendations regarding changes to the charter of the Committee, and perform an annual evaluation of the Committee’s performance.

V. ENGAGEMENT OF ADVISORS

The Committee shall have the authority to retain outside counsel and any other advisors as the Committee may deem appropriate in its sole discretion. The Committee shall have sole authority to approve related fees and retention terms.

VI. DELEGATION

The Committee shall have the authority to delegate any of its responsibilities to subcommittees as the Committee may deem appropriate in its sole discretion.