HUMAN RESOURCES AND COMPENSATION COMMITTEE CHARTER

A. Purpose
The Human Resources and Compensation Committee shall (i) assist the board of directors in ensuring that the necessary policies and processes are in place by which all employees of the Company, with special attention to the executive group, will be fairly and competitively compensated; and (ii) produce a report on executive compensation for inclusion in the Company’s proxy statement in accordance with applicable rules and regulations.

B. Committee Membership and Procedure
The Committee shall consist of no fewer than three members. Each member of the Committee shall satisfy the independence requirements of applicable securities and exchange legislation and listing requirements and, if deemed appropriate from time to time, meet the definition of “non-employee director” under Rule 16b-3 under the Securities Exchange Act of 1934, and “outside director” for purposes of Section 162(m) of the Internal Revenue Code of 1986. The board shall appoint the members of the Committee annually, considering the recommendation of the Nomination and Corporate Governance Committee, and further considering the views of the Chairman of the Board and the Chief Executive Officer, as appropriate. The members of the Committee shall serve until their successors are appointed and qualify, and shall designate the Chairman of the Committee. The Board shall have the power at any time to change the membership of the Committee and to fill vacancies in it, subject to such new member(s) satisfying the above requirements.

C. Committee Authority and Responsibilities
The Committee shall:

• Annually review and approve, on an aggregate basis, the total compensation of all employees of the Company and all subsidiaries of the Company.
• Annually review and approve corporate goals and objectives relevant to Chief Executive Officer compensation, evaluate the Chief Executive Officer’s performance in light of those goals and objectives, and set the Chief Executive Officer’s compensation level based on this evaluation.
• Annually review the Chief Executive Officer’s evaluation of the performance of the other officers of the Company and such other senior management and key employees of the Company or any subsidiary of the Company as may be identified to the Committee by the board (collectively, the “Designated Executives”) and review the Chief Executive Officer’s recommendations with respect to the amount of compensation to be paid to the Designated Executives.
• Annually review, assess the competitiveness and appropriateness of and approve the compensation package of each of the Designated Executives.
• Review and approve any employment contracts or arrangements with each of the Designated Executives, including any retiring allowance arrangements or any similar arrangements to take effect in the event of a termination of employment.
• Review and recommend to the board compensation policies and processes and in particular, the compensation policies and processes for the Designated Executives.
• In determining the long-term incentive component of the Chief Executive Officer’s and each Designated Executive’s compensation, consider the Company’s performance and relative shareholder return, the value of similar incentive awards to executives at comparable companies, and the awards given to Company executives in past years.
• Make recommendations to the board with respect to incentive compensation and equity-based plans, and review and make recommendations with respect to the performance or operating goals for participants in such plans.
• Have the sole authority to retain and terminate any compensation consultant to be used to assist in the evaluation of director, Chief Executive Officer or senior executive compensation and have sole authority to approve the consultant’s fees and other retention terms. The Committee shall also have authority to obtain advice and assistance from internal or external legal, accounting or other advisors.
• Adopt, administer, approve and ratify awards under incentive compensation and stock plans, including amendments to the awards made under any such plans, and review and monitor awards under such plans.
• Review and report to the board on the appropriateness of the succession planning of the Company, including appointing, training and monitoring senior management.
• Review the significant human resources policies, plans and programs of the Company to ensure that they are supportive of the Company’s near and long-term strategies.
• Make regular reports to the board.
• Review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval.
• Annually review its own performance.
• Form and delegate authority to subcommittees when appropriate.
• Undertake on behalf of, and in an advisory capacity to, the board such other initiatives as may be necessary or desirable to assist the board in discharging its responsibility to ensure that appropriate human resources development, performance evaluation, compensation and management development programs are in place and operating effectively.