Executive Committee Charter
The Board of Directors
shall appoint annually the Executive Committee (the "Committee") and
appoint its Chairman. The Committee shall have the responsibility
and authority as described below. Members of the Committee shall
serve at the will of the Board of Directors.
The Committee shall be
comprised of not less than three directors.
Responsibility and Functions
Committee shall have and may exercise all the powers and authority
of the Board of Directors in the management of the business and
affairs of the Company, except that the Committee shall not have any
power or authority in reference to (a) approving or adopting, or
recommending to the stockholders, any action or matter expressly
required by applicable law to be submitted to stockholders for
approval; (b) adopting, amending or repealing any by-law of the
Company; or (c) performing any functions that must be carried out by
another committee of the Board of Directors pursuant to the
requirements of the New York Stock Exchange (or any committee
charters implemented in accordance with such requirements) or any
- The Committee shall hold meetings as determined by the Board
of Directors, Committee or its chairperson.
- The Committee shall report the substance of all actions taken
by the Committee to the Board promptly after such action is taken.
Each such report shall be filed with the minutes of the
next meeting of the Board of Directors, as part of the
Date adopted: April 22, 2005