Charter of the Compensation Committee

Purposes. The Compensation Committee of the Board of Directors is established to (i) formulate and administer the Company's policies, programs and procedures for compensating its senior management and Board of Directors;(ii) recommend to the Board of Directors, for the Board's determination, what should be the compensation of the chief executive officer and all other executive officers of the Company; and (iii) produce a report on executive compensation for inclusion in the Company's proxy statement for its annual meeting of stockholders in accordance with applicable rules and regulations.

Composition.  The size of the Committee shall be determined by the Board, but it must always have at least three members. Each Committee member must satisfy the applicable independence requirements set forth in the marketplace rules of The Nasdaq Stock Market. Desirable qualifications for Committee members include experience in any of the following areas: (i) business management, (ii) executive compensation, (iii) employee benefits and (iv) human resources.

The Board selects the Compensation Committee members. The Committee will select a Chairperson from among its members. Each Committee member will serve for such term as the Board may decide or until such Committee member is no longer a Board member. Committee members may be replaced as decided by the Board at any time.

Duties and Responsibilities. The duties and responsibilities of the Committee shall include the following:

·Establish Executive Compensation Policies and Programs. The Committee will develop and implement the Company's compensation policies and programs for executive officers and Board members.

·Review and Approve Executive Officer Compensation. The Committee will review and approve, at least annually, corporate goals and objectives relevant to the compensation of the Chief Executive Officer of the Company ("CEO") and the other executive officers of the Company. The Committee will evaluate the performance of the CEO and other executive officers in the light of those corporate goals and objectives and recommend to the Board compensation levels for the executive officers based on the evaluations and any other factors as it deems appropriate. The CEO and other executive officers may not be present at the committee meetings when the committee is deliberating or voting on matters concerning such officers.

·Recommend Incentive Compensation Plans. The Committee will make recommendations to the Board with respect to the approval, adoption and amendment of all cash-based and equity-based incentive compensation plans in which any executive officer of the Company participates.

· Recommend Equity-Based Plans. The Committee also will make recommendations to the Board with respect to the approval, adoption and amendment of all other equity-based plans.

·Administer Compensation Plans. The Committee will administer the Company's equity-based incentive compensation plans or other plans adopted by the Board that contemplate administration by the Committee. The Committee, or a subcommittee, shall approve all grants of stock options and other equity-based awards, subject to the terms and conditions of applicable plans. The Committee's administrative authority shall include the authority to approve the acquisition by the Company of shares of the Company's stock from any plan participant.

·Oversee Regulatory Compliance. The Committee will, in consultation with appropriate officers of the Company, oversee regulatory compliance with respect to compensation matters, including overseeing any compensation programs intended to preserve tax deductibility, and, as may be required, establishing performance goals.

· Review Employment Agreements and Severance Arrangements. The Committee will review and approve any proposed employment agreement with, and any proposed severance or retention plans or agreements applicable to, any executive officer of the Company. The Committee shall review and approve any severance or other termination payments proposed to be made to any executive officer of the Company.

· Review Director Compensation. The Committee will periodically review the status of Board compensation in relation to other comparable companies and consider other factors the Committee deems appropriate, including whether directors' independence may be jeopardized if director compensation and perquisites exceed customary levels, if the Company makes substantial charitable contributions to organizations with which a director is affiliated, or if the Company enters into consulting contracts with (or provides other indirect forms of compensation to) a director or an organization with which the director is affiliated. The Committee shall discuss this review with the Board.

· Board Reports. The Committee will report its activities to the Board at least annually in such manner and at such times as the Committee or the Board deems appropriate.

· Other Delegated Duties or Responsibilities. The Committee will perform any other duties or responsibilities delegated to the Committee by the Board from time to time.

Meetings. The Compensation Committee will meet in person or telephonically as frequently as necessary to carry out its responsibilities under this Charter. The Committee Chairperson will, in consultation with the other members of the Committee and appropriate officers of the Company, establish the agenda for each Committee meeting. Any Committee member may submit items to be included on the agenda. Committee members may also raise subjects that are not on the agenda at any meeting. The Committee Chairperson or a majority of the Committee members may call a meeting of the Committee at any time. A majority of the number of Committee members selected by the Board will constitute a quorum for conducting business at a meeting of the Committee. The act of a majority of Committee members present at a Committee meeting at which a quorum is in attendance will be the act of the Committee, unless a greater number is required by law, the Company's memorandum of association or its articles of association. Any Committee member may be excused from a meeting to permit the remaining members of the Committee to act on any matter in which such member's participation is not appropriate, and such member's absence shall not destroy the quorum for the meeting. The Committee also may take action by unanimous written consent. The Committee Chairperson will supervise the conduct of the meetings and will have other responsibilities as the Committee may specify from time to time. The Committee may request any officer or other employee of the Company, or any representative of the Company's legal counsel or other advisors, to attend a meeting or to meet with any members or representatives of the Committee. Any individual whose performance or compensation is to be discussed at a Committee meeting should not attend such meeting unless specifically invited by the Committee.