Compensation

COMPENSATION COMMITTEE CHARTER

Approved by the Board on December 8, 2010

Purpose

The Compensation Committee of the Board of the Company will (i) oversee the Company's compensation and benefits philosophy and policies (collectively, the "Policies") generally, (ii) evaluate the President and Chief Executive Officer's performance and oversee and recommend to the Board compensation for the President and Chief Executive Officer, (iii) oversee the evaluation process and recommend to the Board a compensation structure for other members of the Company's senior management, and (iv) fulfill the other responsibilities set forth in this Charter.

Membership

The Compensation Committee will consist of at least three members, comprised of independent directors. The Board will recommend nominees for appointment to the Compensation Committee annually and as vacancies or newly created positions occur. Compensation Committee members will be appointed by the Board and may be removed by the Board at any time.

Responsibilities

In addition to any other responsibilities that may be assigned from time to time by the Board, the Compensation Committee is directly responsible for the matters described below.

Compensation Policies and Plans

The Compensation Committee will review and recommend to the Board the approval of the Company's Policies generally, including reviewing and recommend to the Board the approval of any incentive-compensation plans and equity-based plans of the Company. In reviewing such Policies, the Compensation Committee may consider the recruitment, development, promotion, retention, and compensation of members of senior management and other employees of the Company and any other factors that it deems appropriate. The Compensation Committee will also assess on an ongoing basis whether such Policies are consistent with the sustainable achievement of the Company's business objectives, the prudent management of its operations and risks, and the promotion of adherence to the Company's Code of Conduct, its policies concerning safety and environmental stewardship and its other material policies, procedures and controls. The Committee will also ensure that such Policies do not encourage unwarranted risk taking.

President and Chief Executive Officer Compensation

The Compensation Committee will review and recommend to the Board for the Company's President and Chief Executive Officer his or her (i) annual base salary level, (ii) annual incentive - 2 - compensation, (iii) long-term incentive compensation, (iv) employment, severance, and change in- control agreements, if any, and (v) any other compensation, ongoing perquisites, or special benefit items. In so reviewing and recommending the President and Chief Executive Officer's compensation, the Compensation Committee will, among other things:

  1. identify corporate goals and objectives relevant to President and Chief Executive Officer compensation;
  2. evaluate the President and Chief Executive Officer's performance in light of such goals and objectives and set the President and Chief Executive Officer's compensation based on such evaluation and such other factors as the Compensation Committee deems appropriate and in the best interests of the Company (including the cost to the Company of such compensation);
  3. review and recommend to the Board any long-term incentive component of the President and Chief Executive Officer's compensation based on the Company's performance, shareholder return, and the value of similar incentive awards relative to such targets at comparable companies, and such other factors as the Compensation Committee deems appropriate and in the best interests of the Company (including the cost to the Company of such compensation); and
  4. When the Compensation Committee reviews and recommends compensation for the President and Chief Executive Officer, it will assess the appropriateness of compensation relative to business risks undertaken by considering, among other things, adherence to the Company's Code of Conduct and generally promoting a culture of integrity, its policies concerning safety and environmental stewardship and its other material policies, procedures and controls.

Compensation of Other Members of Senior Management

The Compensation Committee will oversee the evaluation process and recommend to the Board a compensation structure for other members of the Company's senior management including the structure of (i) annual base salaries, (ii) annual incentive compensation, (iii) long-term incentive compensation, (iv) employment, severance, and change-in-control agreements, if any, and (v) any other compensation, ongoing perquisites, or special benefit items.

In undertaking such responsibilities, the Compensation Committee may consider the matters identified under .President and Chief Executive Officer Compensation. above, as well as any other factors it considers appropriate.

Report to Shareholders

The Compensation Committee will prepare a report on executive compensation to be included in the Company's annual Information Circular and will review all executive compensation disclosure before the Company publicly discloses such information.

Report to Board

The Compensation Committee will regularly report to the Board on all significant matters it has addressed and with respect to such other matters that are within its responsibilities.

Assessment

At least annually, the Compensation Committee will review its effectiveness in fulfilling its responsibilities and duties as set out in this Charter and in a manner consistent with the corporate governance guidelines adopted by the Board.

Access to Outside Advisors

The Compensation Committee may retain any outside advisor at the expense of the Company, without the Board's approval, at any time and has the authority to determine any such advisor's fees and other retention terms. For greater certainty, the Compensation Committee has sole authority to retain and terminate any consulting firm to be used to evaluate the President and Chief Executive Officer or the compensation of the President, Chief Executive Officer or other senior management.

Delegation

The Compensation Committee may delegate all or a portion of the authority granted to it by the Board to one or more of its members, senior executives or other committee members.

Meetings

Meetings of the Compensation Committee may be called by any of its members or by the Board. Meetings will be held in conjunction with regularly scheduled Board meetings as is necessary for the Compensation Committee to fulfill its responsibilities. The Compensation Committee will appoint a secretary to be the secretary of each meeting of the Compensation Committee and to maintain minutes of the meeting and deliberations of the Compensation Committee.

The powers of the Compensation Committee will be exercisable at a meeting at which a quorum is present. A quorum will be not less than a majority of the members from time to time. Matters decided by the Committee will be decided by majority vote. Subject to the foregoing, the Business Corporations Act (B.C.) and the Articles of the Company, and unless otherwise determined by the Board, the Compensation Committee will have the power to regulate its procedure. Notice of each meeting will be given to each member, and to the Chairman of the Board and the President and Chief Executive Officer of the Company. Notice of meeting may be given verbally or by letter, facsimile or telephone not less than 24 hours before the time fixed for the meeting. Members may waive notice of any meeting and attendance at a meeting is deemed waiver of notice. The notice need not state the purpose or purposes for which the meeting is being held.

The Compensation Committee may invite, from time to time, such persons as it may see fit to attend its meetings and to take part in discussion and consideration of the affairs of the Compensation Committee.