BOARD OF DIRECTORS
COMPENSATION COMMITTEE CHARTER

PURPOSE:

The Compensation Committee is appointed by the Board to discharge the Board’s responsibilities relating to compensation of the Company’s directors and officers.  The Committee has overall responsibility for approving and evaluating the director and officer compensation plans, policies and programs of the Company.

The Committee is also responsible for reviewing and recommending the Compensation Discussion & Analysis for inclusion in the Company’s proxy statement and Form 10-K.
 

The Committee will be comprised of a minimum of three (3) and a maximum of five (5) members of the Board of Directors designated by the Board of Directors based upon recommendations of the Nominating and Governance Committee.   The Committee shall be comprised entirely of independent directors based upon criteria established by the Board of Directors.
 

RESPONSIBILITIES AND AUTHORITY:

1. Establish executive compensation policies, principles and guidelines based on factors including Company performance, shareholder return, competitiveness with compensation offered by comparable companies and compensation levels in recent years;

2. Oversee preparation and approval of statements to shareholders on compensation matters as required by the Securities and Exchange Commission and other government bodies and the New York Stock Exchange;

3. Review and approve, for the senior executives of the Company: (a) the annual base salary level, (b) the annual incentive opportunity level, (c) the long-term incentive opportunity level, (d) employment agreements and severance arrangements, as, when and if appropriate, and (e) any special or supplemental benefits;

4. Review and make recommendations to the Board regarding executive change-in-control agreements; 

5. Review and approve corporate goals and objectives relevant to the CEO’s compensation and evaluate the CEO’s performance in light of these goals and objectives and recommend to the Board the CEO’s compensation level based on this evaluation. The Committee shall review and make recommendations to the Board regarding following elements of the CEO’s compensation: (a) his annual base salary level, (b) his annual incentive opportunity level, (c) his long-term incentive opportunity level, (d) his employment agreement, severance arrangement, and change in control agreement/provision, in each case as, when and if appropriate, and (e) any special or supplemental benefits. In determining the long-term incentive component of CEO compensation, the Committee will consider the Company’s performance and relative shareholder return, the value of similar incentive awards to CEOs at comparable companies, and the awards given to the CEO in past years;

6. Administer the Company’s stock based, deferred, and incentive compensation plans;   

7.  Review and make recommendations to the Board concerning all executive management incentive compensation and equity based compensation plans. The Committee shall approve grants of stock options and other equity or equity-based awards in the manner, and on terms and conditions prescribed by, the Company’s equity incentive plans;

8. Review and approve, subject where required to submission to shareholders, all new executive management incentive compensation plans and the performance goals for executive performance based plans, review the results and approve the payment of awards upon attainment of the goals; 

9. Review and approve recommendations of the CEO for discretionary bonuses: (a) in excess of $25,000 per year per recipient, or (b) if the annual aggregate total of such bonuses will exceed 5% of the annual aggregate total target MIP payout, or (c) for any corporate officer; 

10. Review periodically the cash and stock compensation programs, benefits and perquisites offered to the Company’s non-employee directors, corporate officers and other members of senior management; initiate actions or recommend changes to the Board as appropriate;

11. Retain and terminate the services of any consulting firms used to assist in the evaluation of director and executive compensation and have sole authority to approve the consultant’s fees and other retention terms.  The Committee shall also have authority to obtain advice and assistance from internal or external legal, accounting or other advisors;

12. Complete an annual performance evaluation of the Committee for submission to the Board of Directors; review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval;

13. In consultation with appropriate executive officers of the Company, oversee regulatory compliance with respect to compensation matters, including overseeing the Company’s policies on structuring compensation programs to preserve tax deductibility, and, as required, establishing performance goals and determine whether performance goals have been attained for purposes of Section 162(m) of the Internal Revenue Code;

14. Review and approve guidelines relative to any severance or other termination payments proposed to be made to any executive officer of the Company;

15. Report to the Board concerning all actions taken by the Committee;

16. In cooperation with the Nominating and Governance Committee, consider and recommend to the Board the compensation for candidates for successor to the Chief Executive Officer of the Company when the need arises;

17. In cooperation with the Nominating and Governance Committee, consider and recommend to the Board the compensation for officer candidates for election;  and

18. Such other responsibilities as may be assigned to the Committee from time to time by resolution of the Board or as designated in plan documents.