COMPENSATION COMMITTEE CHARTER
August 15, 2008
The Compensation Committee (the "Committee") will assist the independent members of the Board of Directors
in establishing a compensation program for the Chief Executive Officer ("CEO"), and will assist the entire Board
of Directors in establishing a compensation program for other officers and key executives that is effective in
attracting and retaining such officers and key executives, and that is administered fairly and in the shareholders'
interest. The committee will be used when resources are in place to enact it. The Committee will advise the Board
on matters relating to executive compensation policy, the administration of Board or shareholder approved stock
based plans, and the establishment or management of other benefit programs. The Committee will exercise broad
oversight of the Company's compliance with legal and regulatory requirements governing compensation and
The Committee shall be comprised of not less than three directors, each of whom satisfies the independence
requirements of any applicable laws and regulations. Additionally, no director may serve unless he or she (i) is a
"Non-employee Director" for purposes of Rule 16b-3 under the Securities Exchange Act of 1934, as amended,
and (ii) satisfies the requirements of an "outside director" for purposes of Section 162 (m) of the Internal Revenue
Code. The members of the Compensation Committee shall be nominated by the Corporate Governance and
Directors Nominating Committee and be appointed and replaced by the Board of Directors.
The Committee shall meet at least two times each year or more frequently, as circumstances dictate.
DUTIES AND RESPONSIBILITIES
The Compensation Committee shall:
A. Compensation Committee Charter/Report
1. Review and reassess the Compensation Committee Charter (the "Charter") as conditions dictate, but not less
frequently than annually, and recommend any proposed cha