Governance

1. The Committee shall be comprised of three (3) or more directors including a chairperson (the “Chair”), each of whom shall meet the independence standards promulgated by the Nasdaq Listing Rules (“NASDAQ”) and the U.S. Securities and Exchange Commission (“SEC”) applicable to compensation committee members. In determining the independence of any member of the Committee, the Board shall consider (i) the source of compensation of each member, including any consulting, advisory or other compensatory fee paid by the Company to such member and (ii) whether such member is affiliated with the Company (or any subsidiary or affiliate thereof), to determine whether such compensation or affiliation may impair such member’s judgment.
2. Unless determined otherwise by the Board, each member of the Committee shall satisfy the requirements for a “non-employee director” for purposes of Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), but in no event shall fewer than two directors qualify as “non-employee” directors.
3. The Committee shall also comply with any other criteria required by applicable law or the rules and regulations of the SEC, NASDAQ, and such other qualifications as may be established by the Board from time to time. ;

The following functions shall be the duties and responsibilities of the Committee. The Committee may assume additional duties and responsibilities as required or appropriate due to business, legislative, regulatory, legal or other conditions or changes, or as directed by the Board.

1. Setting Compensation for Executive Officers and Directors
   1. Review and discuss the overall compensation philosophy of the Company.

   All Executive Officers

   2. In connection with executive compensation programs (including cash, equity, benefits and perquisites, except to the extent such benefit policies or programs apply to all Company employees):

   a) review and approve, or recommend to the Board, new executive compensation programs;

   b) periodically review the effectiveness of executive compensation programs to determine whether they support their intended purpose(s); and

   c) establish and periodically review policies for the administration of executive compensation programs.

   3. Discuss the results of the shareholder advisory vote on “say-when-on-pay” and “say-on-pay,” if any, with regard to the Company’s named executive officers.
   4.  Review and approve, or recommend to the Board, any employment contracts or other transactions with current or former named executive officers, and all other Section 16 officers of the Company (the “Executive Officers”), including severance or termination arrangements.
   5. Review compliance with share ownership requirements for the Company’s Chief Executive Officer (“CEO”), Chief Financial Officer (“CFO”) and other Section 16 officers under the Company’s Officer and Director Share Ownership Guidelines, annually measure progress against such guidelines and consider this progress in determining future equity grants.

   Chief Executive Officer

   6. Annually review and approve corporate goals and objectives relevant to the compensation of the CEO, including annual performance objectives, if any, either as a committee or together with the other independent directors if directed by the Board.
   7. Annually evaluate the performance of the CEO in light of such goals and objectives and, either as a committee or together with the other independent directors if directed by the Board, review and approve the CEO’s (i) annual base salary, (ii) incentive bonus, (iii) equity-based incentive and other benefits, direct and indirect, (iv) any employment agreements, severance agreement, transition or consulting agreement, retirement agreement or change of control protections and (v) any other material benefits, compensation or similar arrangements (excluding broad based programs), if any (including, without limitation, perquisites and any other form of compensation such as signing bonus or payment of relocation costs), including any changes to or terminations of any of the foregoing.
   8. With respect to any actions taken by the independent directors pursuant to paragraphs 1.6 and 1.7 of this Section IV(A)(1), the approval of a majority of the independent directors of the Board, adjusted as described below, shall be required to approve the following compensation, plans and equity grants:

   a) With respect to any element of the CEO’s compensation that is intended to qualify as performance-based compensation under Section 162(m), only those independent directors who qualify as “outside directors” (within the meaning of Section 162(m)) shall be entitled to approve and administer such compensation; and the approval of a majority of those independent directors shall be required.

   b) With respect to any element of the CEO’s compensation involving a grant of the Company’s securities, only those independent directors who qualify as “non-employee directors” (as defined in Rule 16b-3) shall be entitled to approve such grant and the approval of a majority of those independent directors shall be required.

   Executive Officers (excluding the CEO)

   9. With advice from the CEO, annually review and approve corporate goals and objectives relevant to Executive Officer compensation, including annual performance objectives, if any.
   10. With advice from the CEO, annually review and approve, or make recommendations to the Board, with respect to the (i) annual base salary, (ii) incentive bonus, (iii) equity-based incentive and other benefits, direct and indirect, (iv) any employment agreements, severance agreement, transition or consulting agreement, retirement agreement or change of control protections, and (v) any other material benefits, compensation or similar arrangements (excluding broad based arrangements), if any (including, without limitation, perquisites and any other form of compensation such as signing bonus or payment of relocation costs), of the Executive Officers, including any changes to or terminations of any of the foregoing.

   Non-Employee Directors

   11. Annually review and recommend to the Board the compensation for non-employee directors.
2. Administration of Incentive and Equity-Based Compensation Plans
   1. With regard to material business risks associated with operation of the Company’s compensation policies, practices and benefit programs for employees generally (including Executive Officers), oversee the design and administration of such policies, practices and programs, including the activities of the individuals responsible for administering such programs, and determine periodically whether risks arising from any of such policies, practices or programs are reasonably likely to have a material adverse effect on the Company and evaluate practices that could mitigate any such risk.
   2. Periodically review and approve, or recommend to the Board, the Company’s incentive compensation plans, equity-based plans, and equity-based awards for Executive Officers.
   3. Serve as the plan committee or administrator designated in material short-term and long-term cash incentive plans of the Company or appoint and oversee an employee or group of employees to serve as the plan committee or administrator of general employee compensation programs, as appropriate.
   4. Review and make recommendations to the Board with respect to shareholder proposals related to compensation matters.
   5. Periodically review the Company’s strategies with respect to human capital management, policies, programs and initiatives including but not limited to policies, programs and initiatives focusing on the Company’s culture, talent development, retention, and employee engagement.
   6.  Periodically review the impact of tax and accounting rule changes.
3. Clawback and Recoupment

If and as the Committee determines to be necessary or appropriate, or as required by applicable law, the Committee shall review, approve (or recommend to the Board for approval) and administer, including the adoption, amendment, or termination of, any clawback policy allowing the Company to recoup compensation paid to employees.

4. Reports
   1. Prepare or review the compensation committee report on executive officer compensation as required by the SEC to be included in the Company’s annual proxy statement or annual report on Form 10-K filed with the SEC.
   2. Review and discuss the “Compensation Discussion and Analysis” (“CD&A”) to be included in the Company’s annual proxy statement and annual report on Form 10-K, in accordance with the rules of the SEC and, based on such review, determine whether or not to recommend to the Board that the CD&A be included in the Company’s annual proxy statement and annual report on Form 10- K, as applicable