The Compensation Committee is appointed by the Board to establish,
administer and evaluate the compensation philosophy, policies
and plans for our non-employee directors and executive officers.
The Committee periodically determines and makes recommendations
to the Board regarding director and executive compensation.
The Compensation Committee annually reviews the performance
and determines the compensation of the Chief Executive Officer,
based on criteria including the company’s performance
and accomplishment of long-term strategic objectives.
The Committee prepares an annual report for inclusion
in the company’s proxy statement regarding executive salaries,
discretionary bonus and stock option awards and the compensation
of the company’s Chief Executive Officer.
Kevin R. Morano — Chairman