Audit Committee Charter

Audit Committee Membership

The Audit Committee will consist of no fewer than three members. The Audit Committee will be composed of directors who satisfy the independence, experience and financial expertise requirements set forth in the Corporate Governance Rules of The NASDAQ Stock Market, Inc., Section 10A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including the rules and regulations promulgated thereunder, and all other applicable legal and regulatory requirements. In addition, at least one member of the Audit Committee shall meet the definition of “audit committee financial expert” as set forth in Rule 407(d)(5) of Regulation S‐K. The Board may, in its discretion, determine that one or more members of the Audit Committee are “financial experts” as defined by the Securities and Exchange Commission (the “SEC”).

The members of the Audit Committee will be appointed, and may from time to time be removed, by the Board. The Board will take into account any recommendations of the Nominating and Corporate Governance Committee in making such appointments.