The purpose of the Executive Committee (the "Committee") of the Board of Directors (the "Board") of Global Power Equipment Group Inc., a Delaware corporation (the "Company"), shall be to assist the Board in discharging its duties between meetings of the Board and to perform such other functions as may be deemed necessary or convenient in the efficient and lawful discharge of the foregoing.


The Committee shall consist of two or more members of the Board. Members of the Committee shall serve at the pleasure of the Board and for such term or terms as the Board may determine. Members of the Committee may be removed by the Board in its discretion.

Authority and Responsibilities

The operation of the Committee shall be subject to the Amended and Restated By-laws of the Company (the "By-laws"), as in effect from time to time, and Section 141 of the Delaware General Corporation Law. In furtherance of the above purpose, the Committee shall have the following authority and responsibilities:

In the intervals between meetings of the Board or upon specific delegation by the Board, the Committee shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Company, subject to the By-laws; provided, however, the Committee shall not have the power or authority in reference to:

  1. Amending the Certificate of Incorporation or By-laws;
  2. Adopting an agreement of merger or consolidation;
  3. Recommending to the stockholders the sale, lease or exchange of all or substantially all of the Company's property and assets;
  4. Recommending to the stockholders a dissolution of the Company or a revocation of a dissolution;
  5. The declaration of a dividend or the issuance of stock;
  6. The approval of any action that also requires stockholder approval;
  7. The filling of vacancies on the Board of Directors or upon any committee of the Board;
  8. The fixing of compensation of the Directors for serving on the Board or upon any committee thereof;
  9. The amendment or repeal of any resolution of the Board which by its express terms is not so amendable or repealable;
  10. The appointment of other committees of the Board or the members thereof;
  11. Any powers conferred by the Board upon any other committee appointed by the Board; and
  12. The approval of the commitment of assets of the Company, including both capital and non-capital expenditures, purchase and sale agreements, licenses, leases, investment of funds, acquisitions, divestitures and sale of Company property, including intellectual property in an amount in excess of $2,000,000.

Resources and Authority of the Committee

The Committee shall have the resources and authority appropriate to discharge its duties and responsibilities, including the authority to select, retain, terminate and approve the fees and other retention terms of special counsel and other advisors or consultants, as it deems appropriate, without seeking approval of the Board or management.


Meetings of the Committee shall be called by the Secretary of the Company, from time to time, at the direction and upon the request of the President and Chief Executive Officer or any two members of the Committee. Notice of the meetings shall in each instance be given to each member of the Committee at his or her last known address, at least 24 hours before the meeting, either orally or in writing, delivered personally or by mail, facsimile, telephone or any other electronic means. Notwithstanding the foregoing, Committee meetings may be held without notice if all members are present or, if notice is waived in writing, either before or after the meeting, by those not present.

Minutes and Reports

Minutes of each meeting of the Committee shall be kept and filed with the minutes of the meetings of the Board, and shall be distributed to each member of the Committee, members of the Board who are not members of the Committee and the Secretary of the Company. Following any meeting of the Committee, the Committee shall report to the Board at its next regularly scheduled meeting, or whenever so requested by the Board.