Audit Committee Charter (Amended & Restated)

The primary function of the Audit Committee (the "Committee") is to assist the Board of Directors (the "Board") in fulfilling its responsibility for the oversight of the quality and integrity of the accounting, auditing and reporting practices of the Corporation. The Committee fulfills its role by:

1. Reviewing the financial reports and other financial information provided by the Corporation to any governmental or regulatory body or the public;
    
2. Reviewing and assessing the Corporation's system of internal controls regarding finance and accounting;
    
3. Reviewing the quality, adequacy and efficacy of the Corporation's accounting and financial reporting proccess and the integrity of the audits of the financial statements of the Corporation;
    
4. Serving as an independent and objective party to monitor the Corporation's financial reporting processes and internal control systems;
    
5. Reviewing and appraising the audit efforts, qualifications and independence of the Corporation's registered independent accountanting firm; and
    
6. Providing an open avenue of communication among the independent accountants, financial and senior management, and the Board.

The Board and the Committee are in place to represent the Company's stockholders: accordingly, the Corporation's independent registered public accounting firm is ultimately accountable to the Committee and the Board.

The Audit Committee shall be comprised of no less than three directors, each of whom shall be independent directors as required by applicable rules and regulations of The NASDAQ Stock Market LLC ("Nasdaq") and the U.S. Securities and Exchange Commission (the "Commission"). Specifically, each member shall be free from any relationship that, in the opinion of the Board, would interfere with the exercise of his or her independent judgment in carrying out the responsibilites of a director.

A director who has one or more of such relationships may be appointed to the Audit Committee of the Board, if the Board, under exceptional and limited circumstances, determines that membership on the Committee by the individual is required by the best interest of the Corporation and its shareholders, and the Board discloses, in the next annual proxy statement subsequent to such determination, the nature of the relationship and the reasons for the determination.

All members of the Committee shall have a working familiarity with basic finance and accounting practices and have the ability to read and understand the Corporation's fundamental financial statements. In addition, at least one member shall qualify as the Committee's "audit committee financial expert" in accordance with the rules and regulation of the Commission, the designation of which shall be made annually by the Board, and at least one member (who may also serve as the audit committee financial expert) shall have, in the judgment of the Board, past employment experience in finance or accounting, requisite professional certification in accounting, or other comparable experience or background that results in the individual's financial sophistication in accordance with Nasdaq's listing requirements and other applicable rules.

The members of the Committee shall be elected by the Board at the annual meeting of the Board and shall serve on the Committee for a term of one year or until the Board appoints a successor. The composition of the Committee shall be examined periodically and, if necessary, the Board may remove any member at any time with or without cause and fill vacancies. A Chairman shall be appointed by the Board. The Committee shall have the authority to delegate any of its responsibilities to any member, including the Chairman, and to form and delegate authority to subcommittees as permitted by applicable law.

The Committee shall have the resources and authority necessary to discharge its duties and responsibilities, including the authority to engage independent counsel and other advisers as it deems necessary. The Committee shall determine, in its capacity as a committee of the Board, appropriate funding for the payment of, among other things, compensation to the independent registered public accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Corporation, compensation to any advisers employed by the Committee (including legal counsel), and ordinary administrative expenses of the Committee that are deemed necessary or appropriate in carrying out its duties. In discharging its oversight role, the Committee shall be empowered to investigate any matters brought to its attention with full access to all books, records, facilities and personnel of the Company and to retain outside counsel, auditors and other experts for this purpose.

The Committee shall meet at least four times annually, or more frequently as circumstances dictate. As part of its job to foster open communication, the Committee should also meet at least annually with management, the independent accountants and the Corporation’s internal audit personnel, in separate executive sessions, to discuss any matters that the Committee or any of these groups believe should be discussed privately. In addition, the Committee or at least its Chairman should confer with the independent accountants and management quarterly to review the Corporation’s financial statements consistent with this Charter.

The Committee shall cause to be kept adequate minutes of its proceedings and will regularly report on its actions to the Board. The Committee is to be governed by the same rules regarding meetings, quorum, action without a meeting, notice, voting and similar requirements as are applicable to the Board. The Committee is authorized and empowered to adopt its own rules of procedure not inconsistent with any provision of this Charter, the Corporation’s By-laws or applicable laws, rules and regulations.

The Committee’s job is one of oversight, recognizing that the Corporation’s management is responsible for preparing the Corporation’s financial statements and that the Corporation’s independent registered public accounting firm is responsible for auditing those financial statements and the effectiveness of the Corporation’s internal control over financial reporting. In addition, the Committee recognizes that members of the Corporation’s financial management team, as well as the independent registered public accounting firm, have more time, knowledge and detailed information about the Corporation than do Committee members. Consequently, in carrying out its oversight responsibilities, the Committee is not providing any expert or special assurance as to the Corporation’s financial statements or any professional certification as to the independent accountant’s work.

Further, while the Committee has the responsibilities set forth in this Charter, it is not the duty of the Committee to plan or conduct audits or to determine that the Corporation’s financial statements are complete, accurate or prepared in accordance with generally accepted accounting principles ("GAAP"). This is the responsibility of management and the independent accountants. Nor is it the duty of the Committee to conduct investigations or assure compliance with laws and regulations or the Corporation’s standards of business conduct, Code of Business Conduct and Ethics, or internal policies and procedures.

The following responsibilities and duties shall be the common recurring activities of the Committee in carrying out its oversight function. These responsibilities and duties are set forth as a guide with the understanding that the Committee may diverge from this guide as appropriate given the circumstances.

Document / Reports Review and Preparation

1. On an annual basis, review this Charter and make such revisions as and when deemed necessary and appropriate.
    
2. Complete an annual evaluation of the Committee’s performance.
    
3. Review with financial management and the independent accountants the organization’s annual audited financial statements and the notes thereto, and including any disclosures with respect thereto in the Management’s Discussion and Analysis in the Corporation’s Annual Report, prior to filing and, if appropriate, recommend to the Board acceptance and inclusion of such annual audited financial statements in the Corporation’s Annual Report.
    
4. Review with financial management and the independent accountants the organization’s quarterly unaudited financial statements and the notes thereto, and including any disclosures with respect thereto in the Management’s Discussion and Analysis in the Corporation’s Quarterly Reports, prior to filing. The Chairman of the Committee may represent the entire Committee for purposes of this review.
    
5. Review with the independent accountants the results of the annual audit, the report thereon (including any disclosure required in the Corporation’s public filings and any certification, opinion or review rendered by the independent accountants), as well as recommendations included in the management letter, if any, and informal observations regarding the competence and adequacy of the financial and accounting procedures of the Corporation. On the basis of this review, make recommendations to the Board of Directors for any changes that seem appropriate.
    
6. Review with management its annual assessment of the effectiveness of the Corporation’s internal control over financial reporting, including a review of any material weaknesses or significant deficiencies identified and the steps taken to resolve such issues, and review with the independent registered public accounting firm its attestation of management’s annual assessment.
    
7. Review with financial management and the independent accountants all other reports and filings made by the Corporation with the Commission and, in connection with each periodic report, review management’s disclosures under Sections 302 and 906 of the Sarbanes-Oxley Act of 2002 and the contents of management’s certifications with respect thereto.
    
8. Provide a report in the Corporation’s annual proxy statement that includes the Committee’s review and discussion of matters with management and the independent registered public accounting firm.

Independent Registered Public Accounting Firm

9. Be directly responsible for the appointment, compensation, retention and oversight of the work of the independent registered public accounting firm, including the terms on which the independent accountant is engaged, and the replacement of the independent accountant if the circumstances warrant.
    
10. At least annually, evaluate the qualifications and performance of the Corporation’s independent registered public accounting firm, including obtaining a written report describing the firm’s internal quality control procedures, any material issues raised by the most recent internal quality control review, peer review or PCAOB review, of the firm, or by any inquiry or investigation by any governmental or professional authorities within the previous five years respecting one or more independent audits carried out by the firm, and any steps taken to address the issues, if any, raised.
     
11. Ensure the Committee’s receipt from the independent accountants of a formal written statement delineating all relationships (if any) between the accountants and the Corporation, consistent with applicable requirements, actively engage in a dialogue with the independent accountants about any disclosed relationships or services, and no less than annually review and discuss with the independent accountants all relationships and/or services that the accountants have with or have provided to the Corporation and any other relationships that may adversely affect the objectivity and independence of the accountants and, based on such review, determine the accountant’s independence, and take appropriate action to oversee and maintain such independence on an ongoing basis.
     
12. Establish and oversee policies and procedures for the review and pre-approval by the Committee of all audit services and permissible non-audit services (including the fees and terms thereof) to be performed by the independent accountants, with certain de minimus exceptions, and review the firm’s non-audit services and related fees. The Committee may delegate to one or more of its members, including the Chairman, the authority to pre-approve non-audit services between regularly scheduled meetings, provided that such approvals are reported to the full Committee at its next meeting.
     
13. Periodically consult with the independent accountants in executive session out of the presence of management about internal controls, the fullness and accuracy of the organization’s financial statements and financial reporting processes, and any other matters the Committee believes should be discussed privately.
     
14. Review and discuss reports from the independent accountants on all critical accounting policies and practices used by the Corporation, alternative accounting treatments within GAAP related to material items that have been discussed with management, including the ramifications of the use of the alternative treatments and the treatment preferred by the independent accountants, and other material written communications between the independent accountants and management.
     
15. Establish and maintain hiring policies for employees or former employees of the independent registered public accounting firm.
     
16. Review the audit plans and activities of the independent accountants, including the scope, staffing, location and general audit approach, and the coordination of audit efforts.

Financial Reporting Process

17. Review with management the quality, adequacy and effectiveness of the Corporation’s disclosure controls and procedures and accounting, financial and other internal controls and procedures, and elicit recommendations for both the improvement of existing controls and procedures and the adoption of new controls and procedures.
     
18. Inquire of management and the independent accountants about significant risks and exposures, review the Corporation’s policies for risk assessment and management, and assess the steps management has taken to monitor and control any such risk or exposure.
     
19. In consultation with the independent accountants and financial management, review and discuss:
     
    • the integrity of the organization’s financial reporting processes, both internal and external;
    • significant financial reporting issues and judgments made in connection with the preparation of the Corporation’s financial statements;
    • issues and judgments as to the quality of the Corporation’s accounting principles and policies, including the application of such principles and policies in its financial reporting;
    • the clarity of the financial disclosures made by the Corporation; and
    • potential changes in GAAP and other regulatory and accounting initiatives, and their effect on the Corporation’s accounting principles and practices and the preparation and presentation of its financial statements and other disclosures.
20. Establish policies and procedures for related-party transactions and pre-approve all such transactions in accordance with such policies and procedures.

Process Improvement

21. Establish regular and separate systems of reporting to the Committee by management and independent accountants regarding any significant judgments made in management’s preparation of the financial statements and the view of each as to appropriateness of such judgments.
     
22. Following completion of the annual audit, review separately with management and the independent accountants the audit and any significant difficulties or disputes encountered during the course of the audit, including any restrictions on the scope of work or access to required information, and management’s response, and any other matters related generally to the conduct of the audit.
     
23. Review and resolve any disagreements between management and the independent accountants in connection with the preparation of financial statements.
     
24. Review with the independent accountants and management the extent to which changes or improvements in financial or accounting practices, as approved by the Committee, have been implemented.

Miscellaneous

25. Establish and update as necessary procedures for the receipt, retention and treatment of complaints received by the Corporation regarding accounting, internal accounting controls and auditing matters, and the confidential and anonymous submission by employees of the Corporation of concerns regarding questionable accounting or auditing matters.
     
26. Review with the Corporation’s counsel legal matters that may have a material impact on the financial statements, the Corporation’s compliance with legal and regulatory requirements, and the Corporation’s Code of Business Conduct and Ethics, and any material reports or inquiries received from, or correspondence with, regulators or governmental agencies.
     

DCN 03-1022 Rev. E
Amended and Restated 29 July 2010