Review and approve corporate goals and objectives relevant to compensation of the Company’s Chief Executive Officer, evaluate the Chief Executive Officer’s performance in light of those goals and objectives, and determine and approve the compensation level of the Chief Executive Officer based on this evaluation.

Establish compensation policy for executive officers and directors of the Company.

Establish policy regarding employee and director hedging of Company stock.

Establish policy regarding incentive-based compensation that is awarded based on financial information that is required to be reported under the securities laws, including such “clawback” provisions as may be required under SEC rules and/or NYSE or other applicable listing standards.

Approve compensation of executive officers other than the Chief Executive Officer.

Make recommendations to the Board of Directors with respect to incentive compensation plans and equity-based plans that are subject to Board approval.

Monitor compliance with the Company’s Executive Officer and Director Stock Ownership Guidelines; review and assess the adequacy of such guidelines as necessary.

Review and discuss with management the Company’s Compensation and Discussion Analysis to be included in the Company’s proxy statement.

Annually prepare and submit, for inclusion in management’s proxy statement to shareholders in connection with the annual meeting of shareholders, a report in conformity with Item 407(e)(5) of Regulation S-K promulgated by the SEC.

Annually review the Company’s compensation policies and practices as they relate to risk management and determine whether any such risks are reasonably likely to have a material adverse effect on the Company.

Administer all equity-based compensation plans adopted and approved by the Company from time to time.

Review and assess the adequacy of this Charter and the performance of the Compensation Committee on an annual basis.

Review and make recommendations to the Board of Directors regarding:

the compensation policy for non-officer employees of and consultants to the Company.

forms of compensation (including all “plan” compensation, as such term is defined in Item 402(a)(6) of Regulation S-K, and all non-plan compensation) to be provided to the executive officers of the Company.

general compensation goals and guidelines for the Company’s employees and the criteria by which bonuses to the Company’s employees are determined.

other plans that are proposed for adoption or adopted by the Company for the provision of compensation to employees, directors of, and consultants to the Company.

Retain and terminate such consultants, counsel, experts and other personnel as the Committee may deem reasonably necessary to enable it to fully perform its duties and fulfill its responsibilities, and determine the compensation and other terms of engagement for such consultants and experts. The Company will provide for appropriate funding, as determined by the Committee, for payment of compensation to any consultants, counsel, experts or other advisors employed by the Committee. The Compensation Committee may obtain independently published compensation survey data in furtherance of the duties set forth herein. The Compensation Committee may select a compensation consultant, counsel or other advisor only after taking into account independence factors identified by the SEC which shall include, without limitation

the provision of other services to the Company by the service provider;

the relationship of the fees paid by the Company to the total revenue of the service provider and to the total revenue of the local or regional office of the service provider;

the policies and procedures of the service provider that are designed to prevent conflicts of interest;

any business or personal relationship between the service provider or the individual compensation advisors employed by the service provider with an executive officer of the Company;

any business or personal relationship between the individual compensation advisors employed by the service provider and any member of the Compensation Committee; and

whether the service provider or the individual compensation advisors employed by the service provider own any stock of the Company.

Undertake such other specific duties as the Board of Directors may from time to time prescribe.