The Compensation & Nominating Committee will review and approve salary and benefits for the executives of the Corporation and compensation for the directors of the Corporation. The Corporation will develop policies for the compensation of its executives and directors. The Compensation Committee will be responsible for:

• Reviewing and approving corporate goals and objectives relevant to CEO compensation, evaluating the CEO's performance in light of those corporate goals and objectives, and determining (or making recommendations to the Board with respect to the CEO's compensation level based on this evaluation;
• Making recommendations to the Board with respect to Board size and composition, non-CEO officer and director compensation, incentive-compensation plans and equity-based plans; and
• Reviewing executive compensation disclosure before the Corporation publicly discloses this information.

Compensation Committee Members: Patrick Michaels (Chair), Florian Siegfried, Frank Balint