This excerpt taken from the MAM DEF 14A filed Mar 19, 2007.


The Committee shall meet as often as necessary to carry out its responsibilities, but at least four times a year. The Committee may also take action without a meeting by unanimous written consent. Meetings of the Compensation Committee shall be held at such times and places as the Compensation Committee shall determine. When necessary, the Committee shall meet in executive session outside the presence of any senior executive officer of the Company. The Committee will cause to be kept adequate minutes of all of its proceedings, and will report on its actions and activities at the next scheduled meeting of the Board. Committee members will be furnished with copies of the minutes of each meeting and any action taken by unanimous written consent. The Committee is governed by the same rules regarding meetings (including meetings by conference telephone or similar communications equipment), action without meetings, notice, waiver of notice, and quorum and voting requirements as are applicable to the Board. The Committee is authorized to adopt its own rules of procedure not inconsistent with (a) any provision of this Charter, (b) any provision of the By-laws of the Company, or (c) the laws of the State of Maine.

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