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COMPENSATION COMMITTEE CHARTER

The Compensation Committee (the "Committee") shall have responsibility for assisting the Board of Directors in determining and overseeing the compensation practices and policies of the corporation. Except as the Board of Directors may otherwise determine, the Committee may make its own rules for the conduct of its business, but unless otherwise permitted by the Board, its business shall be conducted as nearly as may be in the same manner as the By-laws of the Company provide for the conduct of business by the Board of Directors.

The tasks of the Committee shall include the following:
  • The Committee shall in conjunction with management define an executive compensation policy that seeks to (1) support the corporation's overall business strategy and objectives, (2) attract and retain key executives, (3) link total compensation with business objectives and organizational performance in good and bad times, and (4) provide competitive total compensation opportunities at a reasonable cost while enhancing shareholder value creation.

  • The Committee shall establish base compensation, cash incentives, long-term incentives and other material compensation arrangements (including severance agreements) for executive officers and other key executives of the corporation as defined by the Committee.

  • The Committee shall make recommendations to the Board of Directors with respect to the adoption of new equity incentive plans and shall administer compensation plans approved by the Board and shareholders, including the corporation's stock option plans and the employee stock purchase plan.

  • The Committee shall review and make recommendations to the Board with respect to compensation for outside directors.

  • The Committee shall seek to assure that the total compensation program and practices of the Company are designed with full consideration of all accounting, tax, securities law and regulatory requirements and are of the highest quality. The Committee will have access to the corporation's independent accountants, legal counsel and tax advisors.

  • The Committee shall have the right to select independent compensation consultants to advise the Committee while working with management and for the corporation.

  • The Committee shall prepare an annual report addressing the corporation's compensation policies as required by the Securities and Exchange Commission.

  • The Committee shall review and report to the Board annually on the corporation's succession management program.

  • The Committee shall make recommendations to the Board of Directors with regard to the adoption of retirement plans and material benefit plans.
The Committee shall meet as a separate committee of the Board of Directors at least one time per year and as often as it deems necessary to carry out its duties. The Compensation Committee shall make regular reports to the Board of Directors.