PURPOSE:

The purpose of the Compensation Committee shall be to discharge the board's responsibilities relating to compensation of the Company's executive officers. The Committee has overall responsibility for approving and evaluating the executive officer compensation plans, policies and programs of the Company. The Compensation Committee is also responsible for producing an annual report on executive compensation for inclusion in the Company's proxy statement.

COMMITTEE MEMBERSHIP AND ORGANIZATION:

• The Compensation Committee shall consist of no fewer than three (3) members.
• The members of the Compensation Committee shall meet the (i) independence requirements of the listing standards of the New York Stock Exchange, (ii) non-employee director definition of Rule 16b-3 promulgated under Section 16 of the Securities Exchange Act of 1934, as amended, and (iii) the outside director definition of Section 162(m) of the Internal Revenue Code of 1986, as amended.
• The members of the Compensation Committee will be appointed by the board and replaced by the board.

COMMITTEE RESPONSIBILITIES AND AUTHORITY:

• Review and approve corporate goals and objectives relevant to CEO compensation and evaluate the Company’s CEO’s performance in light of those goals and objectives.
• Determine and approve the CEO’s compensation, based on such evaluation, including (a) annual base salary, (b) annual incentive bonus, including the specific goals and amount, (c) equity compensation, (d) long-term incentive awards and (e) any other benefits, compensation or arrangements.
• Review and approve the compensation of the executive officers other than the CEO including (a) annual base salary, (b) annual incentive bonus targets, (c) equity compensation and (d) long-term incentive awards and (e) any other benefits, compensation or arrangements.
• Make recommendations to the board with respect to incentive compensation plans and equity-based plans and administer those plans pursuant to such authority as the board may delegate to the Committee, including, without limitation, making such awards under those plans as the Committee may determine.
• Produce on an annual basis a report on executive compensation for inclusion in the Company’s proxy statement.
• Form and delegate authority to subcommittees when appropriate.
• Make regular reports to the board.
• Review and re-examine this Charter annually and recommend any proposed changes to the board for approval.
• Annually review and evaluate its own performance.
• In performing its responsibilities, the Compensation Committee shall have the sole authority to retain and terminate any compensation consultant to be used by the Company to assist in the evaluation of CEO or executive officer compensation and shall have sole authority to approve the consultant's fees and other retention terms. The Compensation Committee shall also have authority to obtain advice and assistance from internal or external legal, accounting or other advisors.

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