Compensation Committee

Our Compensation Committee operates under a written charter adopted by our Board. Our Compensation Committee is responsible for discharging the compensation responsibilities of our Board, including establishing remuneration levels for our officers, reviewing significant employee benefit programs, making recommendations to our Board for the adoption, amendment or termination of our incentive and equity-based plans and administering our executive compensation programs (including bonus plans, stock option plans and other cash or stock incentive programs). In addition, our Compensation Committee establishes the annual fees and meeting fees to be paid to our non-employee directors.

• Compensation Committee Charter