Adopted by the Board of Directors April 28, 2004 (Revised April 29, 2010)

The Audit Committee (“Committee”) will have responsibility to (i) assist the Board of Directors in fulfilling its oversight responsibilities with respect to the quality and integrity of the Company's financial statements, the independent auditors' qualifications, independence, engagement and performance, the Company's system of internal controls, the audit process and the Company's compliance with laws and regulations related to financial reporting, and the Company's Corporate Code of Conduct; and (ii) prepare the Committee report required to be included in the Company's annual proxy statement. The Committee shall maintain a free and open means of communication with the Board, the independent auditors, the internal accounting personnel and management of the Company. The Committee shall be directly responsible for the appointment, compensation, retention and oversight of the work of any public accounting firm engaged by the Company (including resolution of disagreements between management and the independent auditors regarding internal controls and financial reporting) for the purpose of preparing or issuing an audit report or related work, and each such public accounting firm shall report directly to the Committee.

Organization

Roles and Responsibilities