Compensation Committee Charter
October 2008

Purpose

The purpose of the Compensation Committee established pursuant to this charter is to assume oversight responsibility for the executive compensation policies and strategies of Telular Corporation and its subsidiaries (the "Company") and to review and approve, and where appropriate, to make recommendations to the Board of Directors regarding all forms of compensation to be provided to the executive officers and directors of the Company, including stock compensation, and all bonus and stock compensation to all employees.

The Compensation Committee has the authority to undertake the specific duties and responsibilities listed below and will have the authority to undertake such other specific duties as the Board of Directors from time to time prescribes.

Statement of Philosophy

The philosophy of the Compensation Committee is to provide compensation to the Company's officers and directors in such a manner as to attract and retain the best available personnel for positions of substantial responsibility with the Company, to provide incentives for such persons to perform to the best of their abilities for the Company, and to promote the success of the Company's business.

Composition and Organization

The Compensation Committee shall consist of a minimum of three (3) non-employee directors of the Company as recommended by the Nominating and Governance Committee and approved by the Board of Directors. The members of the Compensation Committee are appointed by and serve at the discretion of the Board of Directors. The members of the Compensation Committee shall meet (i) the independence requirements of the listing standards of the NASDAQ Stock Market, (ii) the non-employee director definition of Rule 16b-3 promulgated under Section 16 of the Securities Exchange Act of 1934, as amended, and (iii) the outside director definition of Section 162(m) of the Internal Revenue Code, as amended. The members of the Compensation Committee may invite the Chief Executive Officer (the “CEO”), the Director of Administration and any other person to attend meetings as appropriate.

Responsibilities

The responsibilities of the Compensation Committee include:

• Providing guidance with respect to general compensation goals and philosophies for the Company's employees at all levels, including general performance and measurement guidelines for the determination of bonuses and other forms of incentive compensation;
• Reviewing and making recommendations to the Board of Directors with respect to the compensation of the CEO, including relevant corporate goals and objectives, following (i) a performance evaluation of the CEO by the Chairman of the Board and (ii) directional guidance from the members of the Board on the different elements of CEO compensation based on such evaluation;
• Reviewing and approving the compensation, including compensation criteria and incentives, and other benefits and incentive arrangements of the executives of the Company, including employment and severance agreerments, as recommended by the CEO;
• Reviewing and making recommendations from time to time to the Board of Directors regarding equity and cash compensation incentives for the outside directors on the Board of Directors;
• Acting as administrator of the Company's equity incentive plans. In its administration of the plans, the Compensation Committee may, pursuant to authority delegated by the Board of Directors (i) grant equity compensation to individuals eligible for such grants (including grants to individuals subject to Section 16 of the Securities Exchange Act of 1934 in compliance with Rule 16b-3 promulgated thereunder, and in accordance with procedures and guidelines as may be established by the Board of Directors, and (ii) amend such stock options or stock purchase rights. The Compensation Committee shall also make recommendations to the Board of Directors with respect to amendments to the plans and changes in the number of shares reserved for issuance thereunder;
• Retaining, as the members of the Compensation Committee consider appropriate or necessary, outside consulting, legal or other advisors to advise or assist the Compensation Committee in the execution of their responsibilities;
• Reviewing and making recommendations to the Board of Directors regarding other plans that are proposed for adoption or adopted by the Company for the provision of compensation to employees of, directors of and consultants to the Company;
• Discussing with management the Compensation Discussion and Analysis that will be included in the Company's annual proxy statement and approving a report of the Compensation Committee for inclusion in the annual proxy statement that complies with the applicable rules and regulations of the Securities and Exchange Commission.

Meetings and Minutes

It is anticipated that the Compensation Committee will meet at least four (4) times each year. However, the Compensation Committee may establish its own schedule based on activities necessary to accomplish its duties as outlined herein.  The Compensation Committee will maintain written minutes of its meetings, which will be filed by the corporate secretary with the official records of the Board of Directors.  The Compensation Committee shall annually review its own performance.  The Compensation Committee will report to the Board of Directors of the Company regarding recommendations of the Compensation Committee.