Annually evaluate, determine the selection and compensation of, and if necessary, determine the replacement of or rotation of, the independent registered public accounting firm, pursuant to clear policies for audit partner rotation established by the Committee to ensure compliance with applicable laws and regulations, and shall assure that each independent registered public accounting firm shall report directly to the Committee.

Pre-approve all auditing services (including comfort letters and statutory audits) and all permitted non-audit services by the independent registered public accounting firm or any other registered public accounting firm engaged by the Company pursuant to pre-approval policies and procedures established by the Committee.

Receive formal written statements, at least annually, from the independent registered public accounting firm regarding the auditor’s independence, including a delineation of all relationships between the auditor and the Company; discuss with the independent registered public accounting firm any disclosed relationships or services that may impact the objectivity and independence of the independent registered public accounting firm, addressing at least the matters set forth in Independence Standards Board Standard No. 1, as amended; and if so determined by the Committee, recommend that the Board of Directors take appropriate action to satisfy itself of the independence of the registered public accounting firm.

Evaluate annually the qualifications, performance and independence of the independent registered public accounting firm, including a review of whether the independent registered public accounting firm’s quality-control procedures are adequate and a review and evaluation of the lead partner of the independent registered public accounting firm, taking into account the opinions of management and any internal auditors of the Company, and report to the Board of Directors on its conclusions, together with any recommendations for additional action.

At least annually, receive a report, orally or in writing, from the independent registered public accounting firm detailing the firm’s internal quality control procedures and any material issues raised by the independent registered public accounting firm’s quality control review, peer review or any governmental or other professional inquiry performed within the past five years and any remedial actions implemented by the firm.

Consult with the independent registered public accounting firm regarding the rotation of the lead audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit every five years, consider issues related to the timing of such rotation and the transition to new lead and reviewing partners, and consider whether, in order to assure continuing auditor independence, there should be regular rotation of the audit firm, and report to the Board of Directors on its conclusions.

Approve in advance the engagement of the independent registered public accounting firm for all audit services and non-audit services, based on independence, qualifications and, if applicable, performance, and approve the fees and other terms of any such engagement; provided, however, that (i) the Committee may establish pre-approval policies and procedures for any engagement to render such services, provided that such policies and procedures (x) are detailed as to particular services, (y) do not involve delegation to management of the Committee’s responsibilities hereunder and (z) provide that, at its next scheduled meeting, the Committee is informed as to each such service for which the independent registered public accounting firm is engaged solely in accordance with such policies and procedures, and (ii) the Committee may delegate to one or more members of the Committee the authority to grant pre-approvals for such services, provided that the decisions of such member(s) to grant any such pre-approval shall be presented to the Committee at its next scheduled meeting.

Meet with the independent auditor prior to the registered public accounting firm to discuss the planning and staffing of the audit.

Approve as necessary the termination of the engagement of the independent registered public accounting firm and select a replacement independent registered public accounting firm.

Establish policies for the hiring of employees or former employees of the independent registered public accounting firm who participated in any capacity in the audit of the Company, taking into account the impact of such policies on auditor independence.

Regularly review with the independent registered public accounting firm any significant difficulties encountered during the course of the audit, any restrictions on the scope of work or access to required information and any significant disagreement among management and the independent registered public accounting firm in connection with the preparation of the financial statements. Review with the independent registered public accounting firm any accounting adjustments that were noted or proposed by the independent registered public accounting firm but that were “passed” (as immaterial or otherwise), any communications between the audit team and the independent registered public accounting firm’s national office respecting auditing or accounting issues presented by the engagement, any “management” or “internal control” letter or schedule of unadjusted differences issued, or proposed to be issued, by the independent registered public accounting firm to the Company, and any other material written communication provided by the independent registered public accounting firm to the Company’s management.

Review with each of the internal and independent registered public accounting firm the overall scope and plans for audits, including authority and organizational reporting lines and adequacy of staffing and compensation.

Review and discuss with management and internal auditors the Company’s system of internal control and discuss with the independent registered public accounting firm any significant matters regarding internal controls over financial reporting that have come to its attention during the conduct of its audit.

Review and discuss with management, internal auditors and independent registered public accounting firm the Company’s financial and critical accounting practices, and policies relating to risk assessment and management, and any significant judgments made in management’s preparation of the financial statements and the view of each as to appropriateness of such judgments.

Receive and review reports of the independent registered public accounting firm discussing 1) all critical accounting policies and practices to be used in the firm’s audit of the Company’s financial statements, 2) all alternative treatments of financial information within GAAP that have been discussed with management, ramifications of the use of such alternative disclosures and treatments, and the treatment preferred by the independent registered public accounting firm, and 3) other material written communications between the independent registered public accounting firm and management, such as any management letter or schedule of unadjusted differences.

Review and discuss with management and the independent registered public accounting firm the annual and quarterly financial statements and MD&A of the Company prior to the filing of the Company’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. Discuss results of the annual audit and quarterly review and any other matters required to be communicated to the committee by the independent registered public accounting firm under generally accepted auditing standards. Discuss with management and independent registered public accounting firm their judgment about the quality of accounting principles, the reasonableness of significant judgments, including a description of any transactions as to which the management obtained Statement on Auditing Standards No. 50 letters, and the clarity of disclosures in the financial statements, including the Company’s disclosures of critical accounting policies and other disclosures under “Management’s Discussion and Analysis of Financial Conditions and Results of Operations.”

Review, or establish standards for the type of information and the type of presentation of such information to be included in, earnings press releases and earnings guidance provided to analysts and rating agencies, including any “pro-forma,” “non-GAAP” or adjusted financial information.

Discuss with management and independent registered public accounting firm any changes in Company’s critical accounting principles and the effects of alternative GAAP methods, off-balance sheet structures and regulatory and accounting initiatives, as well as the disclosure regarding such transactions and structures in the Company’s public filings.

Review material pending legal proceedings and government investigations involving the Company and other contingent liabilities.

Meet, periodically, with the CEO, CFO, the senior internal auditing executive and the independent registered public accounting firm in separate executive sessions to discuss results of examinations. In connection with and prior to giving their required certifications, the CEO and CFO must disclose to the auditors and the Committee all significant deficiencies and material weaknesses in the design or operation of internal controls, and any fraud that involves management or other employees who have a significant role in the company’s internal controls.

Review the appointment and replacement of the head of any internal audit function at the Company. Review and discuss with any internal auditors (i) the charter, purpose, authority and organizational reporting lines of the internal audit function and (ii) the annual audit plan and changes to the audit plan. Review reports to management and the Board of Directors prepared by any internal auditors. Consult with management and the head of internal audit function the responsibilities, budget and staffing of the internal audit function and the planning and execution of internal audit activities.

Discuss with independent registered public accounting firm the matters required to be communicated to audit committees in accordance with Statement on Auditing Standards No. 114.

Establish procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters, and the confidential, anonymous submissions by employees or contractors of concerns regarding questionable accounting or accounting matters.

Review periodically with the Company’s management, independent registered public accounting firms and outside legal counsel (i) legal and regulatory matters which may have a material effect on the financial statements, and (ii) corporate compliance policies or codes of conduct, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding the Company’s financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities.

Establish policies for the hiring of employees and former employees of the independent registered public accounting firm.

Review adequacy of this audit committee charter annually and submit charter to Board of Directors for approval.

Prepare report for inclusion in the Company’s annual proxy statement as required by the rules of the SEC.

Put in place an appropriate control process for reviewing and approving Company’s internal transactions and accounting.

Review and approve all transactions between the Company and related parties or affiliates of the officers of the Company requiring disclosure under Item 404 of Regulation S-K prior to the Company entering into such transactions.

Review any requested waivers of the Company’s Code of Ethics that involve any of the Company’s executive officers or other principal accounting officer or controller.

In consultation with the Nominating and Corporate Governance Committee, review and recommend to the Board of Directors for adoption any revisions to the Company’s Code of Ethics, which meets the requirements of Item 406 of the SEC’s Regulation S-K, and provide for prompt disclosure in accordance with SEC and Nasdaq rules of any change in, or waiver of, the Code, and adopt procedures for monitoring and enforcing compliance with the Code.

As requested by the Board of Directors or as the Committee determines is necessary or appropriate, review and investigate conduct alleged or suspected by the Board of Directors or the Committee to be in violation of the Code of Ethics, and adopt as necessary or appropriate, remedial, disciplinary, or other measures with respect to such conduct.

Report recommendations to the Board of Directors on a regular basis and present to the Board of Directors an annual performance evaluation of the Committee.

Perform any other activities consistent with the Charter, Bylaws and governing law as the Board of Directors or the Audit Committee shall deem appropriate, including holding meetings with the Company’s investment bankers and financial analysts.