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COMPENSATION COMMITTEE CHARTER ADOPTED November The Compensation Committee the by mburr


									                                                COMPENSATION COMMITTEE CHARTER

                                                ADOPTED November 14, 2003

     The Compensation Committee (the “Committee”) shall have responsibility for assisting the Board of Directors in determining and overseeing
     the compensation practices and policies of the corporation. Except as the Board of Directors may otherwise determine, the Committee may make
     its own rules for the conduct of its business, but unless otherwise permitted by the Board, its business shall be conducted as nearly as may be in
     the same manner as the By-laws of the Company provide for the conduct of business by the Board of Directors.


1.     The Committee shall in conjunction with management define an             5.   The Committee shall seek to assure that the total compensation pro-
       executive compensation policy that seeks to                                   gram and practices of the Company are designed with full consid-
       1. support the corporation’s overall business strategy and objectives,        eration of all accounting, tax, securities law and regulatory
       2. attract and retain key executives,                                         requirements and are of the highest quality. The Committee will have
       3. link total compensation with business objectives and organiza-             access to the corporation’s independent accountants, legal counsel
           tional performance in good and bad times, and                             and tax advisors.
       4. provide competitive total compensation opportunities at a
           reasonable cost while enhancing shareholder value creation.          6.   The Committee shall have the right to select independent compensation
                                                                                     consultants to advise the Committee while working with manage-
2.     The Committee shall establish base compensation, cash incentives,             ment and for the corporation.
       long-term incentives and other material compensation arrange-
       ments (including severance agreements) for executive officers and        7.   The Committee shall prepare an annual report addressing the cor-
       other key executives of the corporation as defined by the Committee.          poration’s compensation policies as required by the Securities and
                                                                                     Exchange Commission.
3.     The Committee shall make recommendations to the Board of
       Directors with respect to the adoption of new equity incentive plans     8.   The Committee shall make recommendations to the Board of
       and shall administer compensation plans approved by the Board and             Directors with regard to the adoption of retirement plans and material
       shareholders, including the corporation’s stock option plans and the          benefit plans.
       employee stock purchase plan.
                                                                                9.   The Committee shall meet as a separate committee of the Board of
4.     The Committee shall review and make recommendations to the                    Directors at least one time per year and as often as it deems neces-
       Board with respect to compensation for outside directors.                     sary to carry out its duties. The Compensation Committee shall
                                                                                     make regular reports to the Board of Directors.

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