COMPENSATION COMMITTEE CHARTER

Organization

There shall be a committee of the board of directors known as the Compensation Committee.

Composition

The board of directors shall annually, or more frequently as necessary to fill vacancies or to replace members in the interim, appoint, upon the recommendation of the Nominating Committee, no less than three directors to the Compensation Committee each of whom shall be "independent" as defined by Rule 4200(a)(15) of The Nasdaq Stock Market, Inc and Rule 10A-3(b)(1) promulgated under Section 10A(m)(3) of the Securities Exchange Act of 1934.

The board shall designate one of the Committee members to act as Chairperson.

The Committee may appoint a subcommittee(s) of one or two of its members and may delegate to any such subcommittee full authority to address any of the Committee's responsibilities.

Statement of Policy

The Compensation Committee shall provide assistance to the board of directors in fulfilling their responsibilities to the company's shareholders and the investment community relating to:

• compensation of the company's executives
• review and discuss with and recommend to the board for inclusion in the company's Proxy Statement, Compensation Discussion and Analysis
• overseeing and advising the board of directors regarding the adoption of policies that govern the company's compensation programs, including stock and other benefit plans

To accomplish this mission, the Compensation Committee will maintain open communication between itself, the board and management.

Duties and Responsibilities

• review the competitiveness of the company's executive compensation programs to ensure
  • the attraction and retention of qualified and experienced corporate officers
  • the motivation of corporate officers to achieve the company's business objectives
  • to align the interest of key leadership with the long-term interests of the company's shareholders
• have the sole authority to retain and terminate a consulting firm to assist in the evaluation and structure of Chairman, CEO and senior executive compensation; this authority includes approval of such consultant's fees and other retention terms
• review trends in management compensation, oversee the development of new compensation plans and, when necessary, approve the revision of existing plans
• review and approve corporate goals and objectives relevant to the compensation of Chairman, CEO and senior executives of the company and evaluate their respective performance in light of these goals and objectives
• annually review and recommend to the board of directors, for the Chairman, CEO and senior executives of the company:
  • the annual base salary level
  • the annual incentive opportunity level
  • the long-term incentive opportunity level
  • employment agreements
  • severance or similar termination arrangements and change in control provisions
  • special or supplemental benefits
• consider and make recommendations to the board of directors concerning perquisites and similar remuneration for the Chairman, CEO and senior executives
• review and approve compensation packages for new corporate officers and termination packages for corporate officers as requested by management
• review and approve the awards made under any executive officer bonus plan, and provide an appropriate report to the board
• review and discuss with the board and senior officers plans for officer development and corporate succession plans for the CEO and other senior officers
• review and make recommendations to the board concerning long-term incentive compensation plans, including the use of stock options and other equity-based plans, and how these compare to peer companies; except as otherwise delegated by the board, the Committee will act on behalf of the board to administer equity-based and employee benefit plans, including making and authorizing grants, in accordance with the terms of those plans
• approve issuances under, or any material amendment of, any tax qualified non-discriminatory employee benefit plan or parallel non-qualified plan pursuant to which a director, officer, employee or consultant will acquire equity or options
• produce report of the Compensation Committee on Compensation Discussion and Analysis for the company's annual Proxy Statement in compliance with applicable Securities and Exchange Commission rules and regulations and those of the relevant listing authority
• review and make recommendations to the board of directors with respect to the compensation of directors
• perform other functions as requested by the board of directors

The Compensation Committee will be funded by the company to effect its duties and responsibilities, including, but not limited to, administrative fees and expenses and retaining independent counsel, accountants, or others to assist it in its duties and responsibilities.

Communications between the Committee and legal counsel in the course of obtaining legal advice will be considered privileged communications of the company and the Committee, and the Committee will take all necessary steps to protect the privileged nature of those communications.

Administrative

• create an agenda for the upcoming year
• review and update this Charter periodically, at last annually, as conditions dictate
• maintain minutes and other records of meetings and activities of the Compensation Committee
• review the powers of the Compensation Committee, and report and make recommendations to the board of directors on its responsibilities
• conduct or authorize investigations into any matters within the Compensation Committee's scope of responsibilities
• perform such other functions as assigned by law, the company's certificate of incorporation or by-laws, or the board of directors

Meetings

The Compensation Committee shall meet at least twice annually, or more frequently as circumstances dictate. The Committee may ask members of management or others to attend Committee meetings and provide pertinent information when needed.

Members of the Compensation Committee may participate in a meeting of the Committee by means of a conference call or similar communications equipment by means of which all persons participating in the meeting can hear each other.

The Compensation Committee shall report to the full board of directors with respect to its meetings.

The majority of the members of the Compensation Committee shall constitute a quorum, with a majority of votes of those Committee members present at a meeting in which a quorum has been established being sufficient to adopt a resolution or otherwise take action.

Last revised: February 29, 2008

JaffeL/CompensationCommitteeCharter