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Corporate Governance Guidelines

Director and Senior Management Compensation

The Compensation Committee of the Board of Directors is responsible for reviewing the compensation and benefits for non-Employee Directors and recommending to the Board any appropriate changes thereto.

The Compensation Committee shall annually evaluate the CEO's salary, bonus, and other incentive and equity compensation together with the other independent members of the Board (as directed by the Board and to the extent consistent with any applicable plan documents or law). The committee shall also annually evaluate and approve the compensation structure for the Company's officers, and shall evaluate the performance of each of the Company's other executive officers who are subject to §16(b) of the Securities Exchange Act of 1934, as amended, before approving their salary, bonus, and other incentive and equity-related compensation.

The Company’s compensation structure should seek to promote and reward productivity and dedication to the overall success of the Company. Compensation decisions should take into account, among other factors, Company and individual performance and market conditions. The Compensation Committee shall have sole authority to retain and terminate any compensation consultant to be used to assist in the evaluation of Director, CEO, or executive officer compensation. The Compensation Committee shall have the right, in its sole discretion, to determine the nature and extent of its use of any information received from consultants.