COMPENSATION COMMITTEE CHARTER

Purpose

The Executive Compensation Committee (“Committee”) shall assist the Board of Directors in the discharge of its responsibilities with respect to the compensation of the Corporation’s outside Directors, executive officers, and other key employees, and for such purpose shall review compensation arrangements for the Corporation’s executive officers and administer all employee benefit plans, including any equity incentive plan adopted by the Corporation.

The Committee is authorized to approve the compensation payable to the Corporation’s executive officers and other key employees, approve all perquisites, equity incentive awards, and special cash payments made or paid to the Corporation’s executive officers and other key employees, and approve severance packages with cash and/or equity components for the Corporation’s executive officers and other key employees.

Composition of the Executive Compensation Committee

The Committee shall consist of not less than two Directors each of whom shall be an independent director under American Stock Exchange (“AMEX”) listing standards, a “nonemployee director” within the meaning of Rule 16b-3 issued the Securities and Exchange Commission (“SEC”), and an “outside director” within the meaning of Section 162(m) of the Internal Revenue Code, as amended. Each appointed Committee member shall be subject to annual reconfirmation and may be removed by the Board at any time.

Responsibilities and Duties

In carrying out the purpose and authorities set forth in Section 1 above, the Committee shall:

A. Executive Officer Compensation.  Review and approve the corporate goals and objectives relevant to the compensation of the Corporation’s Chief Executive Officer (“CEO”) and other executive officers, evaluate the officers’ performance in light of those goals and objectives, and set the officers’ compensation level based on this evaluation;
B. Significant Officer Contracts.  Review and approve significant employment agreements, arrangements, or transactions with executive officers, including any arrangements having any compensatory effect or purpose;
C. Director Compensation.  Review and recommend to the Board appropriate director compensation programs for service as Directors, committee chairmanships, and committee members, consistent with any applicable requirements of the listing standards for independent Directors;
D. Compensation Policies and Performance Review.  Periodically assess the Corporation’s policies applicable to the Corporation’s executive officers and Directors, including the relationship of corporate performance to executive compensation;
E. Equity Plan Awards.  Approve stock option grants and other equity-based or incentive awards under any stock option or equity incentive compensation plans adopted by the Corporation, and otherwise assist the Board in administering awards under these plans;
F. Evaluate Stock and Incentive Plans.  Evaluate and make recommendations to the Board concerning any stock option or equity incentive compensation plans proposed for or adopted by the Corporation and make recommendations to the Board with respect to incentive compensation plans and equity-based plans;
G. Retention of Compensation Consultants and Other Professionals.  Have full authority to hire independent compensation consultants and other professionals to assist in the design, formulation, analysis and implementation of compensation programs for the Corporation’s executive officers and other key employees;
H. Committee Report in Proxy Statement. Assist in the preparation of and approve a report of the Committee for inclusion in the Corporation’s proxy statement for each annual meeting of stockholders in accordance with the rules of the SEC and any requirements of the AMEX;
I. Review. Periodically review the operation of all of the Corporation’s employee benefit plans, though day-to-day administration of such plans, including the preparation and filing of all government reports and the preparation and delivery of all required employee materials and communications, shall be performed by Corporation management;
J. Access to Executives.  Have full access to the Corporation’s executives as necessary to carry out its responsibilities;
K. Other Activities.  Perform any other activities consistent wit h this Charter, the Corporation’s By-laws and governing law as the Committee or the Board deems necessary or appropriate;
L. Review Charter.  Review the Committee Charter from time to time for adequacy and recommend any changes to the Board; and
M. Report to Board.  Report to the Board of Directors on the major items covered at each Committee meeting.

Executive Compensation Committee Meetings

The Committee shall meet with the CEO at or near the start of each fiscal year to discuss the goals and incentive compensation programs to be in effect for such fiscal year and the performance targets triggering payout under those programs.  The Committee shall, by duly authorized resolution, establish the incentive compensation programs to be in effect for the fiscal year for the Corporation’s executive officers and other participants, including the financial objectives to be attained and the procedures for determining the individual awards payable under those programs.  At or near the end of each fiscal year, the Committee shall meet to review performance under those programs and award bonuses thereunder. At that time the Committee shall also adjust base salary levels in effect for the Corporation’s executive officers and review the overall performance of the Corporation’s employee benefit plans.
The Committee shall also meet as and when necessary to act upon any other matters within its jurisdiction under this Charter.  A majority of the total number of members of the Committee shall constitute a quorum at all Committee meetings.  A majority of the members of the Committee acting shall be empowered to act on behalf of the Committee.
Minutes shall be kept of each meeting of the Committee.