Compensation Committee Charter

In discharging its role, the Committee is empowered to inquire into any matter that it considers appropriate to carry out its responsibilities, with access to all books, records, facilities and personnel of the Company. The Committee has the power to retain outside counsel, compensation consultants or other advisors to assist it in carrying out its activities. The Company shall provide adequate resources to support the Committee's activities, including compensation of the Committee's counsel, consultants and other advisors, with respect to which the Committee shall have authority to retain, compensate, direct, oversee, and terminate, and which shall be accountable ultimately to the Committee.

Committee Membership

Committee Meetings

The Committee shall establish its own schedule of meetings. Meetings of the Committee may be held telephonically. A majority of the members of the Committee shall constitute a quorum for a meeting and the affirmative vote of a majority of members present at a meeting at which a quorum is present shall constitute the action of the Committee. The Committee shall otherwise establish its own rules of procedure.

The Committee or a member delegated by the Committee shall meet at least annually with the CEO and any other corporate officer the Board and Committee deem appropriate to discuss and review the performance criteria and compensation levels of key executives.

Key Responsibilities

The Committee may form, and delegate any of its responsibilities to, a subcommittee so long as such subcommittee is solely comprised of one or more members of the Committee.

In addition, the Committee may delegate to management the administration of the Company's incentive compensation and equity-based compensation plans, to the extent permitted by such plans and subject to such rules, policies and guidelines as the Committee shall establish.

• establish and review the Company's overall management and board compensation philosophy and policy;

• establish and review all components of compensation for directors and recommend changes to the Board;

• review and approve corporate goals and objectives relevant to the compensation of the Company's executive officers, including annual and long-term performance goals and objectives;

• review and authorize any employment, compensation, benefit or severance agreement with any executive officer;

• review at least annually the performance of the Company's executive officers against corporate goals and objectives, including the annual performance objectives and, based on this evaluation, determine and approve the compensation level (including any awards under any equity-based compensation or non-equity-based incentive compensation plan of the Company and any material perquisites) for the executive officers, reviewing as appropriate, any agreement or understanding relating to each executive officer's employment, incentive compensation, or other benefits based on this evaluation;

• review at least annually, and recommend to the Board, the compensation of such executive officers or other members of management and the evaluation process for determining such compensation as the Board and Committee determine appropriate;

• review on a periodic basis the Company's management and board compensation programs, including any management short- and long-term incentive compensation plans as well as plans and policies pertaining to perquisites, to determine whether they are appropriate, properly coordinated and achieve their intended purpose(s), and recommend to the Board any appropriate modifications or new plans or programs;

• review and recommend to the Board action on any equity-based compensation plan of the Company and any modifications of any such plan and review all grants of awards, including the award of shares or share options, pursuant to such plans;

• review and approve any non-equity-based incentive compensation plans of the Company and any modifications of any such plan;

• oversee administration of the Company's equity-based compensation plans as provided by the terms of such plans and monitor compliance by management with such rules, policies and guidelines for the issuance of awards pursuant to such plans as the Committee or the Board may establish;

• review and recommend to the Board any changes in other material employee benefit plans or programs and non-employee director benefit plans or programs;

• review and discuss with management the Company's Compensation Discussion and Analysis disclosure required by SEC regulations and determine whether to recommend to the Board that it be included in the Company's Annual Report on Form 10-K and proxy statement as applicable;

• prepare the report of the Committee required to be included in the Company's Annual Report on Form 10-K and proxy statement as applicable in accordance with the applicable rules and regulations of the SEC;

• conduct an annual self-evaluation of the performance of the Committee, including its effectiveness and compliance with this Charter;

• review and reassess the adequacy of this Charter periodically and recommend to the Board amendments as the Committee deems appropriate; and

• report to the Board on Committee findings and recommendations and any other matters the Committee deems appropriate or the Board requests, and maintain minutes or other records of Committee meetings and activities as the Committee deems appropriate.