CORPORATE GOVERNANCE

Executive Committee Charter

The Executive Committee will meet from time to time on the call of the Chairman of the Board or the Chairman of the Executive Committee if urgent action is required and shall exercise at such time all powers of the Board in the management of the business and affairs of the Company, except the power to:

  • declare dividends or distributions of stock;
  • issue stock or authorize or approve the issuance or sale, or contract for sale, of stock or determine the designation and relative rights, preferences, and limitations of a series or class of stock, except that the Board may direct the Committee to fix the specific terms of the issuance or sale or contract for sale or the number of shares of stock to be allocated to particular employees under an employee benefit plan;
  • recommend to stockholders any action that requires stockholder approval;
  • amend or repeal the Charter or Bylaws of the Company;
  • approve a plan of merger or share exchange not requiring stockholder approval;
  • amend, alter or repeal, or take action inconsistent with any resolution or action of the Board of Directors when the resolution or action of the Board provides by its terms that it shall not be amended, altered or repealed by the action of the Committee;
  • take action that the Delaware General Corporation Law, the Charter or the Bylaws requires be taken by the Board and not a Committee of the Board.

Primary Responsibilities

  1. Exercise the powers of the Board of Directors in the management of the business and affairs of the Company, except as limited by the Delaware General Corporation Law, the Charter and the Bylaws, when a matter of urgency requires.

Other Responsibilities

  1. Report at the next regular meeting of the Board all significant items discussed at any of Executive Committee meeting.
  2. Perform such other functions which from time to time may be assigned to it by the Board.

Committee Composition

The Executive Committee shall consist of three or more members of the Board of Directors, one of whom shall serve as Chair of the Executive Committee. The majority of the Committee shall not be Directors who are officers or employees of the Company. The Chairman of the Board will serve as the Chair of the Committee.

Committee Meetings
The Executive Committee will hold meetings as necessary. The Committee may request that members of management be present as needed in order to execute the Committee's primary responsibilities.