Compensation Committee Charter and Membership

Membership: Scott Perekslis (Chair), Morgen Crow, Bernt Bodal (Ex Officio Member).

The Compensation Committee is responsible to assist the Board of Directors in fulfilling its responsibilities relating to the design, administration and oversight of our employee compensation programs and benefit plans, to recommend to the Board of Directors actions relating to compensation of our directors and executive officers and to review the performance and compensation of our Chief Executive Officer. The Board of Directors has adopted a written Compensation Committee Charter.