I. Purposes

The primary purposes of the committee are to: (1) determine and otherwise discharge the responsibilities of the board of directors relating to the compensation of the company's executive officers; (2) evaluate the performance of the company's executive officers and assess management succession planning; (3) recommend to the board of directors the cash and non-cash compensation policies for the non-employee directors; and (4) exercise the authority of the board of directors with respect to the administration of the company's stock-based and other incentive compensation plans.

II. Composition

1. The committee will consist of at least 2 directors who will serve one year terms.
2. Each member of the Committee shall be appointed by the Board of Directors, be a member of the Board in good standing, and must be independent of the company.
3. A chairperson will be appointed by the Board.
4. The members of the Committee may not be removed prior to the end of their term unless recommended by majority vote of the Board of Directors.
5. The Company will provide the Committee with support staff and other resources necessary (including internal or external support such as search firms, legal counsel, etc.) to facilitate their meetings and to fulfill their responsibilities.

III. Meetings

1. The Committee shall meet at least twice a year, or more frequently as circumstances may require. The Committee may also act by unanimous consent as the committee may decide.
2. The Committee Chairperson will preside over the meetings and will provide an oral report to the Board on each meeting. Minutes of each meeting will be recorded.
3. The Committee may ask members of management or others to attend the meetings and provide pertinent information as necessary.
4. Nothing in this charter is intended to preclude or impair the protection provided by applicable law for good faith reliance by members of the committee on reports or other information provided by others.

IV. Committee Functions

1. Compensation Committee members shall devote sufficient attention to their duties to enable them to fully understand the environment in which the Company’s compensation program operates as well as to understand and apply principles of competitive compensation practice.
2. Compensation Goals: establish and review at least annually the overall corporate policies, goals and objectives for the compensation of the company's chief executive officer and other executive officers, including a review of the relationship of executive compensation to corporate performance.
3. Determination of Compensation: evaluate at least annually the performance of the chief executive officer and other executive officers in light of the corporate goals and objectives, and, based on that evaluation, determine, or recommend to the board of directors, the compensation of the chief executive officer and other executive officers, including individual elements of salary, bonus, incentive and equity compensation. In any deliberations to determine the compensation of the chief executive officer, the chief executive officer must not be present. In any deliberations concerning executive officers other than the chief executive officer, the committee may elect to invite the chief executive officer to be present but not vote.
4. Officer Contracts: review and approve all employment agreements, separation and severance agreements, and other compensatory contracts, arrangements, perquisites and payments for the executive officers.
5. Succession Planning: review and assist the board in developing succession plans for the executive officers.
6. Non-Employee Director Compensation: recommend to the board of directors compensation programs for non-employee directors, committee chairpersons, and committee members, consistent with any applicable requirements of the listing standards for independent directors and including consideration of cash and equity components of this compensation.
7. Equity Plan Awards: grant stock options and other discretionary awards under the company's stock option and other equity incentive plans, and otherwise exercise the authority of the board of directors with respect to the administration of the company's stock-based and other incentive compensation plans. A secondary Stock Option Committee of one or more directors may be appointed by either the committee or the board of directors to have separate but concurrent authority with the committee to grant stock options and other discretionary awards under the company's stock-based and other incentive compensation plans to all eligible individuals other than directors and executive officers.
8. Evaluate and Approve Equity Plans: periodically review and make recommendations to the board concerning the company's equity and incentive compensation plans. The committee will approve all equity arrangements and plans, and amendments to these arrangements or plans that may be exempt from the general requirement of the listing standards to obtain stockholder approval of these matters, or for which approval by the committee is otherwise appropriate or required under applicable laws or listing standards.
9. Committee Report in Proxy Statement: timely prepare, provide to the board, and approve the executive compensation report of the committee for inclusion in the company's proxy statement for each annual meeting of stockholders, including a discussion of the committee's compensation policies applicable to executive officers and other information required under SEC rules as appropriate.
10. Other Functions: perform any other activities consistent with this charter, the bylaws and applicable listing standards and laws as the committee or the board of directors considers appropriate.