Responsibilities

The Committee is responsible for meeting the following objectives:

• Rewarding key executives at levels that are competitive with those of comparable companies
• Providing incentives that are directly linked to the achievement of Company strategies, profits, and enhanced shareholder values
• Assuring that the objectives for Corporate and business unit performance targets are established and measured
• Attracting, developing and retaining executives who have the capabilities needed to assure proper growth and profitability

As part of its responsibilities on behalf of the Board, the Committee shall:

• Adopt and periodically review a comprehensive statement of executive compensation philosophy, strategies, and principles that have the support of management and the Board and ensure the fair and consistent administration of the program
• Annually evaluate the performance of the CEO, CFO and COO, as well as other Officers, if any, who are required to file reports under Section 16(b) of the Securities Exchange Act of 1934 or whose compensation is required to be disclosed in annual proxy statements for the election of directors under such Act, and to recommend to the Board their total compensation, including salary, bonus, stock options, long-term awards, benefits and perquisites
• Receive a report annually from the CEO on the proposed compensation and development of other Officers, as appropriate
• Review and, if appropriate, recommend to the Board any proposed employment agreement, severance agreement or change-in-control agreement or provisions, as well as any special or supplemental benefits that are not offered as part of a broad-based plan, with respect to the CEO or any other Officer
• Periodically review and recommend changes for Director compensation, including a retainer, fees, and other components
• Periodically review the company’s 2005 Incentive Plan, 2001 Senior Management Stock Plan and 2001 Non-Employee Director Stock Option Plan, and recommend to the Board any amendments thereto, or any other appropriate incentive and equity compensation plans of the company from time to time
• Consult with the CEO on questions of management development, organization, and succession, and provide guidance to the Board of Directors on these matters as the Board may seek from time to time
• Review and discuss with the company’s management the Compensation Discussion and Analysis (or CD&A) to be included in the company’s annual proxy statement and determine whether to recommend to the Board that the CD&A be included in the proxy statement
• Approve the Compensation and Management Development Committee report for the proxy statement
• Review this Charter and make appropriate recommendations for changes, as necessary.

Organization

The Compensation and Management Development Committee (the Committee) shall consist of at least two Directors, each of whom shall satisfy the independence requirements of the American Stock Exchange and who are “independent directors” within the meaning of Section 7(e) of Article IV of the by-laws. In addition, unless specifically accepted by the Board, each committee member shall be:

• A “non-employee Director” as defined for purposes of Rule 16b-3 under the Securities Exchange Act of 1934, as amended
• An “outside Director” as defined in regulations under Section 162(m) of the Internal Revenue Code.

Membership and chairmanship of the Committee shall be recommended by the Nominating and Governance Committee and subject to Board approval.

The CEO will serve as a non-voting advisory member. Notwithstanding the forgoing, to the extent required by applicable rules of the American Stock Exchange, the CEO shall not be present for voting or deliberations concerning his or her own compensation.

Removal of committee members shall be at the discretion of the Board.