Compensation Committee

Purpose
The Compensation Committee has oversight of executive compensation, works with the CEO to develop annual strategic goals for the CEO, reviews and evaluates the achievement of these goals, and sets the compensation of the CEO. The Compensation Committee has general oversight of the CEO and Executive Team to ensure the alignment of organizational goals and compensation of the CEO and Executive Team.

Structure
The Compensation Committee, effective July 1, 2009, is comprised of the Chair, Vice Chair-Chair Elect, the Immediate Past Chair and two additional members of the board. Initially, in consultation with the Chair and the Immediate Past Chair, the Vice Chair-Chair Elect will select two additional members for the Compensation Committee from the board. One of the additional members will serve a one year term and the other will serve a two year term. For all appointments thereafter, the Vice Chair- Chair Elect will select a member of the board to fill the vacant position for a two year term (thus keeping in effect staggered terms). The terms of all appointed additional members on the Compensation Committee will commence when the Vice Chair-Chair Elect becomes Chair. The two additional members selected by the appropriate Vice Chair-Chair Elect will preferably have experience with board compensation committee issues. Compensation committee meetings are held as needed and called by the Chair. The Compensation Committee meets in person at least once per year, immediately preceding or following the annual January Board meeting.