compensation committee charter

Purpose
The Compensation Committee shall (1) discharge the Board’s responsibilities relating to compensation of the Company’s directors and Executive Officers, and (2) produce an annual report on executive compensation for inclusion in the Company’s proxy statement in accordance with applicable rules and regulations.

Committee Membership and Procedure
The Compensation Committee shall consist of no fewer than three members, each of whom shall satisfy the: (i) “independence” requirements of the New York Stock Exchange;, (ii) meet the definition of “non-employee director” under Rule 16b-3 under the Securities Exchange Act of 1934; and (iii) meet the definition “outside-director” for purposes of Section 162 (m) of the Internal Revenue Code of 1986, as amended.

The Board shall appoint the members and the Chair of the Compensation Committee annually for a term of one (1) year, considering the recommendation of the Nominating / Corporate Governance Committee, and further considering the views of the Chairman of the Board and the Chief Executive Officer, as appropriate. The members of the Compensation Committee shall serve until successors are appointed and qualify.

The Board shall have the power at any time to change the membership of the Compensation Committee and to fill vacancies in it, subject to such new member(s) satisfying the “independence” requirement.

MEETINGS

The Committee shall generally meet at least two (2) times per year. At least two (2) members meeting in person, telephonically or by video conferencing shall constitute a quorum; entitled to conduct business. Meetings and or business may be held, in person, telephonically, video conferencing or by unanimous written consent of all Committee members. The Committee will maintain copies of minutes of each meeting of the Committee, as well as each written consent to action taken without a meeting, reflecting the actions so authorized or taken by the Committee, in the Company’s minute book.

Committee Authority and Responsibility

The Compensation Committee shall review and make determinations with regard to the employment arrangements, compensation, bonuses, awards and other amounts and matters for the Chief Executive Officer, President, and Chief Financial Officer or Treasurer, and accept, modify or reject the Chief Executive Officer’s recommendations as to bonuses, options and other similar awards to Named Executive Officers, Executive Officers and employees of the Company which are intended to attract, motivate, retain and appropriately reward associates in order to motivate their performance in the achievement in the Company’s business objectives and align their interests with the long-term interest of the Company’s stockholders.

• The Compensation Committee shall review and approve corporate goals and objectives relevant to CEO compensation and evaluate the CEO’s performance in light of those goals and objectives.

• In determining the long-term incentive component of CEO compensation, the Compensation Committee may consider all relevant information, as the Committee deems appropriate, including by way of example the Company’s performance and relative shareholder return, the value of similar incentive awards to CEOs at comparable companies, and the awards given to the Company’s CEO in past years.

• The Compensation Committee shall adopt, approve and ratify awards under incentive compensation and stock plans, including amendments to the awards made under any such plans, and review and monitor awards under such plans.

• The Compensation Committee shall make recommendations to the Board with respect to incentive compensation plans and equity-based plans and consider the Company’s compensation practices and policies for all employees and any material adverse impact same may have on the Company.

• The Compensation Committee shall oversee and annually review the Company’s overall compensation policies and programs for employees including non executive officers as they relate to risk management and risk taking incentives.

• The Compensation Committee shall evaluate and recommend to the full Board appropriate compensation for the Company’s Directors, including compensation and expense reimbursement policies for attendance at Board and Committee meetings.

• The Compensation Committee shall prepare all reports, analysis, and disclosure required to be prepared by the Committee or that the Committee determined should be prepared by the Committee including without limitation of “compensation discussion and analysis” disclosure and the Committee report required to be included in the Company’s annual Proxy Statement.

• The Compensation Committee shall have the sole authority to retain and terminate any compensation consultant to be used to assist in the evaluation of director, CEO, President and Chief Financial Officer or Treasurer compensation and shall have the sole authority to approve the consultant’s fees and other retention terms. The Compensation Committee shall also have authority to obtain advice and assistance from internal or external legal, accounting or other advisors.

• The Compensation Committee shall review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval. The Compensation Committee shall annually review its own performance.

• The Compensation Committee shall make regular reports to the Board.

• The Compensation Committee shall perform such other duties and responsibilities consistent with this Charter, delegated to the Committee by the Board or required under the provisions of any compensation or benefit plan maintained by the Company.

• It is the policy of the Committee that any compensation consultant retained by the Committee in accordance herewith shall be prohibited from providing consulting or other services to management of the Company.

Last reviewed January 24, 2012