Compensation Commitee Written Charter

TRANSGENOMIC, INC.COMPENSATION COMMITTEE CHARTER
(As Adopted on January 14, 2005, Amended on May 23, 2007 and Amended on December 11, 2009)

Activities and Responsibilities
The primary purpose of the Compensation Committee of Transgenomic, Inc. is to provide oversight of all executive compensation and the Company’s employee benefit programs. The Committee’s actions will generally be related to overall compensations, policies and strategies. The administration of all compensation and benefits will be the responsibility of management.

The Compensation Committee’s responsibilities include, but are not limited to, the responsibilities which are required under the NASDAQs listing standards, including the direct responsibility to:

• Review and approve corporate goals and objectives relevant to CEO and other executive officers’ compensation, evaluate performance in light of these goals and objectives, and determine and approve the compensation level for the CEO and other executive officers based on this evaluation.
   
• Make recommendations to the Board of Directors with respect to incentive-compensation plans and equity-based plans.
   
• Produce a Compensation Committee report on executive compensation as required by the SEC to be included in the Company’s annual proxy statement.
   
• Conduct a periodic performance evaluation of the Compensation Committee, including an evaluation of the adequacy of the Compensation Committee Charter.

• To review and discuss with management the disclosures under the caption “Compensation Discussion and Analysis” (“CD&A”) which are to be included by management in the Company’s annual reports on Form 10-K, annual meeting proxy statements and/or any information statements. The Committee shall make a recommendation as to whether such CD&As shall be included, as applicable, in such annual reports on Form 10-K, annual proxy statement or any information statement, as the case may be.
   
• Salary actions for the President, CEO and other executive officers.
   
• Adoption of stock option and other long-term incentive plans and approval of individual grants and awards.
   
• Adoption of executive annual incentive plans and approval of total incentive payments and individual awards to the President, CEO and other executive officers.
   
• Adoption of benefit plans, including profit sharing and supplemental retirements plans.  
   
• Adoption of executive perquisite programs.
   
• Annual evaluation and appraisal of President and CEO performance.
   
• Approval of all employment agreements for President, CEO and other executives.  
   
• Annual review of non-employee Director compensation programs and recommendation of changes to the Board of Directors when appropriate.

In considering the long-term incentive component of CEO compensation, the Compensation Committee should consider the Company’s performance and relative shareholder return, the value of similar incentive awards to CEOs at comparable companies, and the awards given to the Company’s CEO in past years.

The Compensation Committee shall have sole authority to retain and terminate a compensation consultant to assist in the evaluation of director, CEO or executive compensation, including sole authority to approve the consulting firm’s fees and other retention terms.

The Compensation Committee may engage attorneys, advisors and consultants which it determines are necessary or appropriate to carry out its duties. The Compensation Committee shall make all decisions with respect to fees and other compensation paid to such attorneys, advisors and consultants. Any such attorneys, advisors and consultants shall report to the Committee and shall serve at the Company’s expense.

In its discretion, the Compensation Committee may establish subcommittees or delegate specific responsibilities to the Committee Chair or any other Committee member(s).

Membership and Qualifications

The Compensation Committee shall be appointed by the Board of Directors annually and shall consist of two or more Directors, all of whom in the judgment of the Board of Directors shall be independent and satisfy the independence requirements of the NASDAQ listing standards, and one of whom shall be appointed by the Board as Chairman of the Compensation Committee. In addition, all members of the Compensation Committee shall qualify as “Non-Employee Directors” under Rule 16b-3(b)(3)(i) promulgated under the Securities Exchange Act of 1934 and as “Outside Directors” under Treasury Regulations adopted pursuant to Section 162(m) of the Internal Revenue Code. Compensation Committee members may be replaced by the Board of Directors.

Attendance and Minutes

The Compensation Committee shall meet at such times as may be necessary. It is anticipated that Compensation Committee meetings will be held in conjunction with selected Board of Directors meetings and in telephone conference meetings. Special meetings of the Committee can be called by the Chairman of the Compensation Committee or the Chairman of the Board. A majority of the Committee members shall constitute a quorum.

In addition to the members of the Compensation Committee, the President and CEO, other managers of the Company and outside advisors may be invited to participate in Committee meetings.

Minutes of the meeting will be prepared by the Committee Chairman, Corporate Secretary or other person designated to act as Secretary for the meeting.

An oral report shall be presented by the Compensation Chairman at Board of Directors meetings, as appropriate.