Compensation Committee

Committee Members

• Martin M. Hale, Jr. (Chairman)
• Michael Kelly
• Barry A. Rudolph

1. Members. The Board of Directors shall appoint a Compensation and Stock Option Committee of at least two members, consisting entirely of “independent” directors, as defined by applicable SEC and NASDAQ rules and regulations, and designate one member as chairperson. Each member shall serve on the committee at the pleasure of the Board of Directors and may be removed by the Board at any time with or without cause. Members of the Compensation and Stock Option Committee must qualify as “non-employee directors” for purposes of Rule 16b-3 under the Securities Exchange Act of 1934, as amended, and as “outside directors” for purposes of Section 162(m) of the Internal Revenue Code.
2. Purpose. The purpose of the Compensation and Stock Option Committee shall be (i) to discharge the responsibilities of the Board relating to compensation of the Company’s executives, (ii) to produce the annual report on executive compensation that is required by the rules of the Securities and Exchange Commission to be included in the Company’s annual proxy statement, and (iii) to administer, and to approve awards under, the Company’s equity based-compensation plans for employees.
3. Duties and Responsibilities. In furtherance of the purpose of the Compensation and Stock Option Committee, the committee shall have the following specific duties and responsibilities:
   
   1. Oversee the Company’s overall compensation structure, policies and programs, and assess whether the Company’s compensation structure establishes appropriate incentives for management and employees.
   2. Administer and make recommendations to the Board with respect to the Company’s incentive-compensation and equity-based compensation plans and approve, amend or modify the terms of any compensation or benefit plan that does not require shareholder approval.
   3. Review and approve corporate goals and objectives relevant to the compensation of the Chief Executive Officer (“CEO”), evaluate the CEO’s performance in light of those goals and objectives, and set the CEO’s compensation level based on this evaluation.
   4. Set the compensation of other executive officers based upon the recommendation of the CEO.
   5. Review and approve employment agreements and severance arrangements for executive officers, including change-in-control provisions, plans or agreements.
   6. Make awards of stock incentives, stock options or other equity-based awards to eligible persons under each plan, and determine the terms and provisions of such awards or grants.
   7. Interpret the terms of each plan, and adopt, amend and rescind such rules and regulations as the Stock Option Committee, in its sole discretion, may deem necessary or advisable in connection with the administration of each employee plan.
   8. Take such other actions, consistent with the terms of each employee plan, as the Stock Option Committee, in its sole discretion, may deem necessary or advisable in connection with the administration of each employee plan.
   9. Annually evaluate the performance of the Compensation and Stock Option Committee and the adequacy of the Compensation and Stock Option Committee charter.
   10. Perform such other duties and responsibilities as are consistent with the purpose of the Compensation and Stock Option Committee or as may be assigned from time to time by the Board.
4. Delegations. The Committee in its discretion may delegate to the CEO the authority to set the compensation for executive officers other than the CEO and the General Counsel.
5. Outside Advisors. The Compensation and Stock Option Committee shall have the authority to retain at the expense of the Company such outside counsel, experts, and other advisors as it determines appropriate to assist it in the full performance of its functions, including sole authority to retain and terminate any compensation consultant used to assist the committee in the evaluation of compensation, and to approve the consultant’s fees and other retention terms.
6. Meetings. The Compensation and Stock Option Committee meeting shall meet or otherwise take action as often as may be deemed necessary or appropriate in its judgment, either in person, telephonically or by written consent. The Compensation and Stock Option Committee shall report regularly to the full Board of Directors with respect to its meetings. The majority of the members of the Compensation and Stock Option Committee shall constitute a quorum. Every act done or decision made by a majority of the members of the Compensation and Stock Option Committee present at a duly held meeting at which a quorum is present shall be regarded as the act of the Compensation and Stock Option Committee, subject to the provisions of the Company’s Certificate of Incorporation or Bylaws and subject to applicable laws or regulations.