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Audit Committee Charter
As of November 2011
Audit Committee

CHARTER FOR THE AUDIT COMMITTEE
OF THE BOARD OF DIRECTORS
Approved November 08, 2011

  1. Purpose and authority

  2. The Audit Committee is established by and among the Board of Directors (the "Board") for the primary purpose of assisting the Board in:

    1. Overseeing the integrity of the Company's financial statements and the Company's accounting and financial reporting processes and financial statement audits;

    2. Overseeing the Company's compliance with legal and regulatory requirements;

    3. Overseeing the independent auditor's or other registered public accounting firm's qualifications and independence;

    4. Overseeing the performance of the Company's independent auditor and internal audit function;

    5. Overseeing the Company's systems of disclosure controls and procedures, internal control over financial reporting, and compliance with ethical standards adopted by the Company.

    The management of the Company is responsible for the preparation, presentation and integrity of the Company's financial statements and for the effectiveness of internal control over financial reporting. Management and the internal auditing department are responsible for maintaining appropriate accounting and financial reporting principles and policies and internal controls and procedures that provide for compliance with accounting standards and applicable laws and regulations. The independent auditors are responsible for planning and carrying out a proper audit of the Company's annual financial statements and of the Company's internal control over financial reporting, reviews of the Company's quarterly financial statements prior to the filing of each quarterly report on Form 10-Q, and other procedures. In fulfilling their responsibilities hereunder, it is recognized that members of the Audit Committee are not full-time employees of the Company and are not, and do not represent themselves to be, performing the functions of auditors or accountants. As such, it is not the duty or responsibility of the Audit Committee or its members to conduct "field work" or other types of auditing or accounting reviews or procedures or to set auditor independence standards.

    The Audit Committee shall have the resources and authority to conduct investigations into any matters within its scope of responsibility and obtain advice and assistance from outside legal, accounting, or other advisors, as necessary, to perform its duties and responsibilities.

    In carrying out its duties and responsibilities, the Audit Committee shall also have the authority to meet with and seek any information it requires from employees, officers, directors, or external parties.

    The Company will provide appropriate funding, as determined by the Audit Committee, for compensation to the independent auditor, any other registered public accounting firm engaged for the purpose of preparing or issuing an audit report or to perform audit, review or attestation services for the Company and any advisers that the Audit Committee chooses to engage and for payment of ordinary administrative expenses of the Audit Committee that are necessary or appropriate in carrying out its duties.

    The Audit Committee will primarily fulfill its responsibilities by carrying out the activities enumerated in Section III of this charter.

  3. Composition and Meetings

  4. The Audit Committee will be comprised of three or more directors as determined by the Board, each of whom (i) is "independent" as that term is defined under the listing standards of The Nasdaq Stock Market, Inc. ("Nasdaq"); (ii) meets the criteria for independence set forth in Rule 10A-3(b)(1) under the Securities Exchange Act of 1934, as amended (the "Exchange Act") (subject to the exemptions provided in Rule 10A-3(c) under the Exchange Act); and (iii) has not participated in the preparation of the financial statements of the Company or any current subsidiary of the Company at any time during the past three years. The determination of independence will be made by the Board.

    All members of the Audit Committee must comply with all financial-literacy requirements of Nasdaq. Specifically, all members of the Audit Committee must be able to read and understand fundamental financial statements, including a company's balance sheet, income statement and cash flow statement. At least one member will qualify as an "Audit Committee financial expert" as defined by the Securities and Exchange Commission (the "SEC") and shall have past employment experience in finance or accounting, requisite professional certification in accounting, or any other comparable experience or background which results in the individual's financial sophistication. Designation as an Audit Committee financial expert will not increase the duties, obligations or liability of the designee as compared to the duties, obligations and liability imposed on the designee as a member of the Audit Committee and of the Board.

    Generally, no member of the Audit Committee may serve simultaneously on the Audit Committees of more than three (3) public companies without a specific Board determination that such simultaneous service will not impair the ability of such Committee member to serve on the Committee.

    Audit Committee members will be nominated by the Nomination and Corporate Governance Committee and appointed by a majority of the Board at the annual organizational meeting of the Board to serve until their successors are appointed. Unless a chairperson is elected by the full board, the members of the Audit Committee may designate a chairperson by majority vote.

    The Audit Committee will meet at least quarterly, and more frequently as circumstances dictate. The Audit Committee chairperson will approve the agenda for the Audit Committee's meetings and any member may suggest items for consideration. Briefing materials will be provided to the Audit Committee as far in advance of meetings as reasonably practicable. Each regularly scheduled meeting will conclude with an executive session of the Audit Committee absent members of management. As part of its responsibility to foster open communication, the Audit Committee will meet periodically with management, the director of the internal audit function, and the independent auditor in separate executive sessions. In addition, the Audit Committee will meet with the independent auditor and management to discuss the annual audited financial statements and quarterly financial statements, including the Company's disclosures under "Management's Discussion and Analysis of Financial Condition and Results of Operations". The Audit Committee may request any officer or employee of the Company or the Company's outside counsel or independent auditors to attend a meeting of the Audit Committee or to meet with any members of, or consultants to, the Audit Committee. Members of the Audit Committee may participate in a meeting of the Audit Committee by means of conference call or similar communications equipment by means of which all persons participating in the meeting can hear each other.

  5. Responsibilities and duties
  6. To fulfill its responsibilities and duties, the Audit Committee will:

    1. Documents/reports/accounting information review

      1. Review this charter at least annually and recommend to the Board any necessary amendments.

      2. Meet with management and the independent auditor to review and discuss the Company's annual financial statements and quarterly financial statements (prior to the Company's Form 10-Q filings or release of earnings), as well as all internal control reports (or summaries thereof). Review other relevant reports or financial information submitted by the Company to any governmental body or the public, including management certifications as required by the Sarbanes-Oxley Act of 2002 and relevant reports rendered by the independent auditor (or summaries thereof).

      3. Recommend to the Board whether the financial statements should be included in the annual report on Form 10-K.

      4. Discuss earnings press releases, including the type and presentation of information, paying particular attention to any pro forma or adjusted non-GAAP information. Such discussions may be in general terms (i.e., discussion of the types of information to be disclosed and the type of presentations to be made).

      5. Discuss financial information and earnings guidance provided to analysts and ratings agencies. Such discussions may be in general terms (i.e., discussion of the types of information to be disclosed and the type of presentations to be made).

      6. Review the regular internal reports to management (or summaries thereof) prepared by the internal audit function, as well as management's response.

    2. Independent auditor

      1. Appoint (and recommend that the Board submit for shareholder ratification, if applicable), compensate, retain, and oversee the work performed by the independent auditor retained for the purpose of preparing or issuing an audit report or related work. Review the performance and independence of the independent auditor and remove the independent auditor if circumstances warrant. The independent auditor will report directly to the Audit Committee and the Audit Committee will oversee the resolution of disagreements between management and the independent auditor if they arise.

      2. Appoint, compensate, retain and oversee the work performed by any other registered public accounting firm engaged for the purpose of preparing or issuing an audit report or to perform audit, review or attestation services, which firm shall also report directly to the Audit Committee.

      3. Consider whether the auditor's provision of permissible non-audit services is compatible with the auditor's independence. Discuss with the independent auditor the matters required to be discussed under Statement on Auditing Standards (SAS) No. 61, as amended by AU Section 380, as adopted by the Public Company Accounting Oversight Board (the "PCAOB").

      4. Review with the independent auditor any problems or difficulties and management's response.

      5. Review the independent auditor's report on the Company's assessment of internal control over financial reporting.

      6. Hold timely discussions with the independent auditor regarding the following:

        • All critical accounting policies and practices

        • All alternative treatments of financial information within generally accepted accounting principles ("GAAP") related to material items that have been discussed with management, ramifications of the use of such alternative disclosures and treatments and the treatment preferred by the independent auditor; and

        • Other material written communications between the independent auditor and management.

      7. At least annually, obtain and review a report by the independent auditor describing:

        • The independent auditor's internal quality-control procedures;

        • Any material issues raised by the most recent internal quality-control review or peer review, or by any inquiry or investigation conducted by governmental or professional authorities during the preceding five years with respect to independent audits carried out by the independent auditor, and any steps taken to deal with such issues; and

        • All relationships between the independent auditor and the Company addressing the matters set forth in PCAOB Rule 3526.

        This report should be used to evaluate the independent auditor's qualifications, performance, and independence. In addition, the Audit Committee shall take into account the opinions of management and the Company's internal auditors in assessing the independent auditors' qualifications, performance and independence. Further, the Audit Committee will review the experience and qualifications of the lead partner each year and discuss with management partner rotation requirements, as promulgated by applicable rules and regulations. The Audit Committee will also consider whether there should be rotation of the independent auditor itself.

      8. Receive from the independent auditors annually a formal written statement of the fees billed in each of the last two fiscal years for each of the following categories of services rendered by the independent auditors: (i) the audit of the Company's annual financial statements and the reviews of the financial statements included in the Company's Quarterly Reports on Form 10-Q or services that are normally provided by the independent auditors in connection with statutory and regulatory filings or engagements; (ii) assurance and related services not included in clause (i) that are reasonably related to the performance of the audit or review of the Company's financial statements, in the aggregate and by each service; (iii) tax compliance, tax advice and tax planning services, in the aggregate and by each service; and (iv) all other products and services rendered by the independent auditors, in the aggregate and by each service.

      1. Actively engage in dialogue with the independent auditor with respect to any disclosed relationships or services that may affect the independence and objectivity of the auditor.

      2. Review and preapprove (which may be pursuant to preapproval policies and procedures) both audit and non-audit services to be provided by the independent auditor. The authority to grant preapprovals may be delegated to one or more designated members of the Audit Committee, whose decisions will be presented to the full Audit Committee at its next regularly scheduled meeting.

      3. Set policies, consistent with governing laws and regulations, for hiring personnel of the independent auditor.

      4. Obtain from the independent auditors assurance that the audit was conducted in a manner consistent with Section 10A of the Exchange Act, which sets forth certain procedures to be followed in any audit of financial statements required under the Exchange Act.

    3. Financial reporting processes, accounting policies, and internal control structure

      1. Periodically discuss with management, the independent auditors and, if appropriate, the internal audit director the adequacy and effectiveness of the Company's disclosure controls and procedures and the Company's internal control over financial reporting, including any significant deficiencies and significant changes in internal controls.

      2. Advise management, the internal auditing department and the independent auditors that they are expected to provide to the Audit Committee a timely analysis of significant issues and practices relating to accounting principles and policies, financial reporting and internal control over financial reporting.

      3. Consider any reports or communications (and management's and/or the internal auditing department's responses thereto) submitted to the Audit Committee by the independent auditors required by or referred to in SAS 114 (as codified by AU Section 380), as it may be modified or supplemented or other professional standards.

      4. Discuss with management, the independent auditors and, if appropriate, the internal audit director the scope of the internal and independent auditors' review of internal control over financial reporting.

      5. Receive and review any disclosure from the Company's Chief Executive Officer or Chief Financial Officer made in connection with the certification of the Company's quarterly and annual reports filed with the SEC of: a) significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company's ability to record, process, summarize, and report financial data; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal controls.

      6. Discuss with management, the independent auditors and, if appropriate, the internal audit director major issues regarding accounting principles and financial statement presentations, including any significant changes in the Company's selection or application of accounting principles; major issues as to the adequacy of the Company's internal controls; and any special audit steps adopted in light of material control deficiencies.

      7. Review analyses prepared by management (and the independent auditor as noted in item 13 above) setting forth significant financial reporting issues and judgments made in connection with the preparation of the financial statements, including analyses of the effects of alternative GAAP methods on the financial statements.

      8. Discuss with management, the independent auditors and, if appropriate, the internal audit director the effect of regulatory and accounting initiatives, as well as off-balance-sheet structures, on the financial statements of the Company.

      9. Review and approve all related-party transactions, defined as those transactions required to be disclosed under Item 404 of Regulation S-K.

      10. Establish procedures for the receipt, retention, and treatment of complaints regarding accounting, internal accounting controls, or auditing matters, including procedures for confidential, anonymous submissions by Company employees regarding questionable accounting or auditing matters.

    4. Internal audit

      1. Review and advise on the selection and removal of the internal audit director / internal audit function.

      2. Review the activities and organizational structure of the internal audit function, as well as the qualifications of its personnel.

      3. Review and approve the annual internal audit plan of, and any special projects undertaken by, the internal audit department.

      4. Annually, review and recommend changes (if any) to the internal audit charter.

      5. Advise the director of the internal auditing department that he or she is expected to provide to the Audit Committee summaries of and, as appropriate, the significant reports to management prepared by the internal auditing department and management's responses thereto.

      6. Periodically review, with the internal audit director, any significant difficulties, disagreements with management, or scope restrictions encountered in the course of the function's work.

      7. Periodically review, with the independent auditor, the internal audit function's responsibility, budget, and staffing.

    5. Ethical compliance, legal compliance, and risk management

      1. Review the Company's code of business conduct and ethics and periodically assess whether any updates are required.

      2. Review, with the Company's counsel, legal compliance and legal matters that could have a significant impact on the Company's financial statements, or the Company's business, financial statements or compliance policies, including material notices to or inquiries received from governmental agencies.

      3. Discuss with management, the independent auditors and, if appropriate, the internal audit director risk assessment and risk management, including guidelines and policies by which management assesses and manages such risk, as well as the Company's major financial risk exposures and the steps management has undertaken to control them.

    6. Reporting

      1. Report regularly to the Board regarding the execution of the Audit Committee's duties and responsibilities, activities, any issues encountered and related recommendations.

      2. Review and approve the report that the SEC requires be included in the Company's annual proxy statement.


    7. Other responsibilities

      1. Review, with the independent auditor, the internal audit function and management, the extent to which changes or improvements in financial or accounting practices have been implemented.

      2. Review, with management, the Company's finance function, including its budget, organization, and quality of personnel.

      3. Prepare and review with the Board an annual performance assessment relative to the Audit Committee's purpose, duties, and responsibilities outlined herein. This annual performance evaluation of the Audit Committee shall be conducted in such manner as the Audit Committee deems appropriate. The report to the Board may take the form of an oral report by the chairperson of the Audit Committee or any other member of the Audit Committee designated by the Audit Committee to make this report.

      4. Perform any other activities consistent with this charter, the Company's bylaws and governing laws that the Board or Audit Committee determines are necessary or appropriate.

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