[COMPANY]

Compensation Committee of the Board of Directors

CHARTER

Purpose:

Acting pursuant to the Delaware General Corporation Law and the bylaws of [COMPANY] (the “Company”), the Board of Directors (“Board”) has established the Compensation Committee for the purpose of reviewing and approving, on behalf of the Board, management recommendations regarding all forms of compensation (including stock compensation) to be provided to the Executive Officers and performing the other responsibilities described in this Compensation Committee Charter (the “Charter”). “Executive Officer means any Officer who has been designated an Executive Officer by the Board.”

Membership:

The Compensation Committee shall consist of a minimum of two members of the Board, all of whom shall be independent directors as established by applicable rules of the Securities and Exchange Commission (the “SEC”) and NASDAQ or any other exchange or market on which the Company’s securities may be listed and at least two of whom must be “Non-Employee Directors” for the purposes of Rule 16b-3 under the Securities Exchange Act of 1934 (the “Exchange Act”). Notwithstanding the foregoing membership requirements and subject to applicable law, no action of the Compensation Committee will be invalid by reason of any such requirement not being met at the time such action is taken.

The members of the Compensation Committee are appointed annually by and serve at the discretion of the Board. Additionally, the Nominating/Corporate Governance Committee shall identify and recommend one member as the Chairman of the Compensation Committee to the Board for its approval. The Board shall have the power at any time to change the membership of the Compensation Committee. Any vacancy on the Compensation Committee will be filled by, and any member of the Compensation Committee may be removed with or without cause by, an affirmative vote of a majority of the Board, provided that any new member satisfies the applicable independence and other requirements.

Compensation Committee members will be reimbursed by the Company for all reasonable expenses incurred in connection with their duties as members of the Compensation Committee.

Powers and Responsibilities:

Without limiting the generality of the foregoing, the Compensation Committee shall have the following powers and responsibilities:

Reviewing and approving the Company’s comparator group used for purposes of benchmarking the compensation levels of the Chief Executive Officer, other Executive Officers, and members of the Board.

Conferring with and receiving recommendations from management, or other advisors it chooses, regarding compensation matters.