Compensation Committee Charter

Statement of Purpose

The purposes of the Compensation Committee are to: (1) oversee the performance of the Company’s senior executives, which includes all officers of the Company subject to Section 16 of the Securities Exchange Act of 1934, as amended, and such other members as the Committee may designate from time to time; (2) assist the Board in discharging its responsibilities relating to compensation of the Company’s senior executives; (3) administer the Company’s equity incentive plans (other than any such plan applicable only to nonemployee directors); and (4) produce an annual report on executive compensation for inclusion in the Company’s proxy statement in accordance with applicable rules and regulations.