Principles and Practices

Code of Ethics & Business Conduct

Audit Committee Charter

Corporate Governance Committee Charter

Compensation Committee Charter

The Committee should develop a compensation policy that creates a direct relationship between pay levels and Company performance and returns to shareholders.   The Committee should also monitor the results of such policy to assure that the compensation payable to the Company's executive officers provides overall competitive pay levels, creates proper incentives to enhance shareholder value, rewards superior performance, and is justified by the returns available to the shareholder, particularly when compared to the returns received by the shareholders of the Company's principal competitors.

The Committee shall have the authority to delegate responsibility for the day-to-day management of executive compensation payable to the officers of the Company.

Committee Chairperson
The Board, by resolution of a majority of the non-management directors, shall designate one member of the Compensation Committee to act as the Chairperson of the Compensation Committee.  The Compensation Committee member so designated shall (a) chair all meetings of the Compensation Committee; (b) coordinate the evaluation of the performance of the CEO; and (c) perform such other activities as from time to time are requested by the other directors or as circumstances indicate.

Meetings
The Committee will meet, when reasonably practicable, at least four times a year.  The agenda of each meeting will be, whenever reasonably practicable, circulated to each member prior to the meeting date.

Specific Responsibilities:

• Make decisions or develop recommendations for the Board with respect to the compensation of all officers and other key executives.
  
  
• Produce an annual report on executive compensation for inclusion in the Company’s proxy statement.
  
  
• Make regular reports to the Board.
  
  
• Approve the election of officers of the Company.
  
  
• Review corporate goals and objectives, approved by the full Board relevant to CEO compensation; evaluate the performance of the CEO in light of these goals and objectives; and set the CEO’s compensation level based on this evaluation.
  
  
• Review committee member qualifications; committee member appointment and removal; committee structure and operations (including authority to delegate subcommittees); and committee reporting to the Board.
  
  
• Approve material changes to the Company’s incentive regular and equity compensation plans and benefit plans and policies.
  
  
• Review and approve, for each and any Executive Officer and Key Executive of the Company:

(i) the annual base salary level,

(ii) the annual incentive opportunity level,

(iii) long-term incentive opportunity level,

(iv) employment agreements, severance arrangements, and change in control provisions/agreements, in each case as, when, and if appropriate, and

(v) any special or supplemental benefits.

• Maintain authority to obtain advice and assistance from internal and/or external legal, accounting and other advisors.
  
  
• Delegate authority to subcommittees when appropriate.
  
  
• Review and  make recommendations to the Board with respect to compensation of directors.
  
  
• Review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval.
  
  
• To the extent deemed necessary by the Committee, engage outside counsel and/or consultants to review any matter under its responsibility.  The Committee shall have full authority and funding for such engagements.
  
  
• Prepare such reports on executive compensation policies and practices as may be required under the rules and regulations of governmental and/or regulatory agencies to which the Company is subject.

Procedural Matters
One-third of the members, but not less than two, will constitute a quorum.  A majority of the members present at any meeting at which a quorum is present may act on behalf of the Committee.  The Committee will meet at such times as shall be determined by its Chairperson, or upon the request of any two of its members.  The Chairperson will preside, when present, at all meetings of the Committee.  The Committee will keep a record of its meetings and report on them to the Board.  The Committee may meet by telephone or video conference and may take action by written consent.