Compensation Committee Charter

Meetings

Meetings of the Compensation Committee may be called by or at the request of the Board, the Chair of the Compensation Committee, any two members of the Compensation Committee or the Chief Executive Officer of the Company (the “CEO”). Notice of a meeting of the Compensation Committee stating the place, day and hour of the meeting shall be given to each member of the Compensation Committee at least one day prior thereto by email, personal delivery or by telephone, electronically transmitted facsimile or other form of wire or wireless communication. The method of notice need not be the same for each member of the Compensation Committee.

As necessary or desirable, the Chair of the Compensation Committee may invite any director, officer or employee of the Company, or other persons whose advice and counsel are sought by the Compensation Committee, to be present at meetings of the Compensation Committee, consistent with the maintenance of confidentiality of compensation discussions. The CEO should not be present during voting or deliberations on the CEO’s compensation.