Our compensation committee will be responsible for, among other things:

• reviewing and approving the compensation of our executive officers, including annual base salary, annual incentive bonuses, specific performance goals, equity compensation, employment agreements, severance and change-in-control arrangements and any other benefits, compensation or arrangements;
• reviewing succession planning for our Chief Executive Officer and management;
• reviewing compensation goals, bonus and stock compensation criteria for our employees;
• determining the compensation of our directors;
• preparing the compensation committee report required by the SEC to be included in our annual proxy statement; and
• administrating, reviewing and making recommendations with respect to our equity compensation plans.