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I. Purpose

The Compensation committee (the “Committee”) is appointed by the Board of Directors of the Company (the “Board”) to discharge the Board’s responsibilities relating to compensation of the directors and the executive officers of the Company.  The Committee has overall responsibility for managing officers’ compensation, administering the Company’s compensation and equity incentive plans, and recommending policies relating to Compensation and any such plan or plans.

The Committee is also responsible for producing an annual report on executive compensation for inclusion in the Company Proxy for the annual meeting.


II. Committee Membership

The Committee shall consist of no fewer than two (2) Board members.  Each member of the Committee shall satisfy the definition of “independent” under the listing standards of the NASDAQ stock market.  All Committee members shall also be “non-employee directors” as that term is defined under Rule 16-3 of the Securities Exchange Commission act of 1934, as amended, and “outside director” as defined by section 162(m) of the Internal Revenue Code.  The Committee members will be appointed by the Board and may be removed by the Board in its discretion.  The Committee shall have the authority to delegate any of its responsibilities to subcommittees, as the Committee may deem appropriate, provided the subcommittees are composed entirely of “independent directors.”


III. Committee Structure and Meetings

The Committee shall meet as often as its members deem necessary to perform the Committee responsibilities.


IV. Committee Authority and Responsibilities

  In carrying out the purpose and authorities set forth above, the Committee shall:

1.    Periodically review and recommend to the Board appropriate compensation of the Company’s executive officers.

2.    Review and approve significant employment agreements, arrangements, or transactions with executive officers or other key employees.

3.    Evaluate and make recommendations to the Board concerning any stock option or equity incentive compensation plans proposed for or adopted by the Company.

4.    Approve stock option grants and other equity-based or incentive awards under any stock option or equity incentive compensation plans adopted by the Company.

5.    Have full authority, to the extent it deems necessary or appropriate, to hire independent compensation consultants and other professionals to assist in the design, formulation, analysis and implementation of compensation programs for the Company’s executive officers and other key employees.

6.    Assist in the preparation of and approve a report of the Committee for inclusion in the Company’s proxy statement for each annual meeting of stockholders in accordance with the rules of the SEC and any requirements of NASDAQ.

7.    Perform any other activities consistent with this Charter, the Company’s By-laws and governing law as the Committee or the Board deems necessary or appropriate.

8.    Review and reassess the adequacy of this charter annually and recommend any proposed changes to the Board for approval. 




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