Audit Committee Charter

Purpose

The Audit Committee (the "Committee") is created by the Board of Directors of the Company to:

 

It is not the duty of the Committee to determine that the Company's financial statements are complete and accurate and are in accordance with GAAP, to determine that the Company's internal control over financial reporting is effective, or to plan or conduct audits. This is the responsibility of management and the independent auditors.

Membership

The Committee shall consist of at least three members, comprised solely of independent directors meeting the requirements of applicable SEC and Nasdaq rules. The Governance and Directors Nominating Committee shall recommend nominees for appointment to the Committee annually and as vacancies or newly created positions occur. Committee members shall be appointed by the Board and may be removed by the Board at any time. The Governance and Directors Nominating Committee shall recommend to the Board, and the Board shall designate, the Chairperson of the Committee.

Authority and Responsibilities

In addition to any other responsibilities which may be assigned from time to time by the Board, to fulfill its responsibilities and duties, the Committee shall:

Independent Auditors

Internal Auditors

Financial Statements; Internal Control over Financial Reporting; Disclosure and Other Compliance Matters

Reporting to the Board

Procedures

The Committee shall meet as often as it determines is appropriate to carry out its responsibilities under this charter, but not less frequently than quarterly. The Chairperson of the Committee, in consultation with the other Committee members, shall determine the frequency and length of the Committee meetings and shall set meeting agendas consistent with this charter.

The Committee shall meet separately, periodically, with management, with internal auditors or other personnel responsible for the internal audit function, and with the independent auditors.

The Committee is authorized (without seeking Board approval) to address any matter brought to its attention with full access to funding and all books, records, facilities and personnel of the Company and is authorized to retain independent counsel or other advisors and may request any officer or employee of the Company or the Company's independent auditors or outside counsel to meet with any members of, or advisors to, the Committee.

The Committee may delegate its authority to subcommittees or the Chairperson of the Committee when it deems appropriate and in the best interests of the Company.