AMERICAN DENTAL PARTNERS, INC.
COMPENSATION COMMITTEE CHARTER

Adopted February 20, 2007

A. Purposes of the Committee
The purpose of the Compensation Committee (the "Committee") of the Board of Directors (the "Board") of American Dental Partners, Inc. (the "Company") is to discharge the Board's responsibilities relating to compensation of the Company’s executive officers and to produce an annual report on executive compensation for inclusion in the Company’s proxy statement, in accordance with applicable rules and regulations.

The Committee has overall responsibility for evaluating and approving the director and executive officer compensation plans, policies and programs of the Company.

B. Committee Membership
The Committee shall consist of no fewer than three members. Each member of the Committee shall be an independent director as defined by the rules and regulations of The Nasdaq Stock Market, Inc. ("Nasdaq").

The members of the Committee shall be appointed by the Board. Committee members may be removed or replaced by the Board. There shall be a Chairman of the Committee, who shall be appointed by the Board.

C. Meetings
The Committee shall hold such regular and special meetings, either in person or by conference call, as may be required for the performance of the Committee's responsibilities under this charter as the Committee deems necessary or appropriate. A majority of the Committee members shall constitute a quorum. The vote of a majority of the Committee members present at any meeting at which a quorum is present shall be necessary to constitute the act of the Committee. The Committee may also take action in a writing or writings signed by all Committee members.

The Committee and its members shall have complete access to management. Should any member of the Committee believe that participation of management or outside advisors in any discussion of a particular subject would be advisable, they are encouraged to make such request.

D. Committee Responsibilities
The Committee shall have the following authority and responsibilities:

1. The Committee shall annually review and approve corporate goals and objectives relevant to CEO compensation and evaluate the CEO's performance in light of those goals and objectives. The Committee shall set the CEO's compensation levels based on this evaluation and other factors deemed relevant and appropriate by the Committee. In determining the long-term incentive component of CEO compensation, the Committee shall consider factors that the Committee deems appropriate.


2. The Committee shall annually review and determine, for the CEO and the other executive officers of the Company, (a) the annual base salary level, (b) the annual incentive opportunity level, (c) the long-term incentive opportunity level, (d) employment agreements, severance arrangements, and change of control agreements/provisions, in each case as, when and if appropriate, and (e) any special or supplemental benefits.


3. The Committee shall review and discuss with management the Company’s Compensation Discussion and Analysis ("CD&A") each year and make a recommendation to the Board regarding inclusion of the CD&A in the Company’s annual report on Form 10-K and proxy statement.


4. The Committee shall have the authority to review and make recommendations to the Board with respect to compensation programs and policies, including incentive-compensation plans and equity-based plans.


5. The Committee shall administer such of the Company's equity-based compensation plans as may be designated by the Board.


6. The Committee may form and delegate authority to subcommittees when appropriate.


7. The Committee shall make reports to the Board.


8. The Committee shall have such additional authority and responsibility as may be granted to or imposed upon the Committee from time to time under applicable law or the Nasdaq rules and regulations. The Committee also shall carry out such other duties as may be delegated to it by the Board.

E. Outside Consultants
The Committee shall have the sole authority to retain and terminate any compensation consultant to be used to assist in the evaluation of director, CEO, or other executive officer compensation and obtain advice and assistance from internal or external legal, accounting, or other advisors. The Committee shall have the sole authority to approve such consultant’s fees and other retention terms.

F. Evaluation of Charter
The Committee shall review this charter at least annually and make recommendations to the Board regarding proposed modifications as circumstances dictate, as determined by the Committee.