Compensation Committee


MISSION

The Compensation Committee (the "Committee") is a committee of the Board of Directors (the "Board"). The Committee is responsible for reviewing and recommending executive compensation policies and practices to the Board, reviewing and recommending to the Board salaries, bonuses and other benefits paid to Company officers, and administering Company stock option plans and other benefit plans.

MEMBERSHIP

The Committee shall consist of three or more directors, all of whom satisfy the definition of “independent” under the listing standards of AMEX. The Committee members will be appointed by the Board and may be removed by the Board in its discretion. In addition, a person may serve on the Compensation Committee only if the Board of Directors determines that 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.

Notwithstanding the foregoing, if the Committee is comprised of at least three members, the Board, under exceptional and limited circumstances, may appoint one director who is not "independent" under AMEX rules provided that (a) the Board determines that the director's membership on the Committee is in the best interests of the Company and its shareholders; (b) the director may not be an officer or employee of the Company or an immediate family member of an officer or employee; and (c) the director may not serve on the Committee for more than two years. The Company shall disclose in the proxy statement for the next annual meeting the nature of the relationship and the reasons for the Board's determination.

DUTIES AND RESPONSIBILITIES

The Committee's duties and responsibilities include:

* reviewing and recommending to the Board the Company's compensation philosophy and overseeing the administration of related compensation and benefit programs, policies and practices;

* recommending to the Board the compensation of the President & CEO;

* establishing performance goals and objectives for the President & CEO and measuring the President and CEO's performance against those goals and objectives pursuant to any corporate performance-based plans, including those approved by shareholders;

* recommending to the Board employment agreements and offers of employment provided to the President & CEO;

* recommending to the Board the Company's submissions to shareholders on executive compensation matters, including advisory votes on executive compensation and the frequency of such votes;

* reviewing and certifying in writing awards to the Company President & CEO under corporate performance-based plans, including those approved by shareholders;

* recommending to the Board the terms of any awards or option grants under any stock option or other equity-based plans;

* reviewing and recommending to the Board the compensation of members of the Board of Directors including, without limitation, annual member fees and any equity grants;

* performing such other duties and carrying out such other responsibilities as are consistent with this Charter; and

* recommending to the Board the compensation of any other officers of the Company (to the extent required by applicable listing standards).


RESOURCES AND AUTHORITY OF THE COMMITTEE


The Committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, independent legal counsel or other adviser (the "Consultant"). The Committee shall be directly responsible for the appointment, termination, compensation and oversight of the work of any Consultant retained by the Committee. The Company must provide for appropriate funding, as determined by the Committee, for payment of reasonable compensation to a Consultant retained by the Committee.


MEETINGS


The Committee shall meet at least one (1) time each year and at such other times as it deems necessary to fulfill its responsibilities. The Committee shall report regularly to the Board with respect to its activities and make recommendations to the Board of Directors as appropriate.


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