Executive Committee Charter

The Executive Committee shall:

1.

  

Review and Provide Counsel Regarding Material Issues Prior to Board Submission

2.

Provide Oversight of Management Succession Plan for Key Executive Positions

3.

Transact Routine, Administrative Board Matters Between Board Meetings

To assist in the execution of responsibilities of the Committee, the following policies and procedures shall govern.

1.

  

Committee Structure and Operations:

The Board shall designate one member of the Committee as its chairperson and one as its vice-chair. The Committee shall meet either in person or telephonically when deemed necessary by the Committee, its chairperson or the Chief Executive Officer.

2.

Review Material Issues Prior to Board Submission:

The Committee shall be comprised of at least three non-management Directors. Management may review with the Committee any matters, which it deems to be material to receive the Committee's advice and counsel. These issues may encompass mergers, acquisitions, divestitures, capital restructuring, prospective IPO's, secondary offerings, stock splits and related matters. If the Committee decides that after review of the issue, it is routine and not material, it may bind the Board without further Board action; otherwise, any action on an issue, which is deemed material will require full Board action.

3.

Oversight of Management Succession Plan:

With full consultation with the Chief Executive Officer and the Head of Human Resources, assure that the Company has a satisfactory succession management plan and/or process in place for all key management positions, expressly including the Chief Executive Officer, President, Chief Operating Officer, Chief Financial Officer and General Counsel. This plan will be reviewed with the full Board.

4.

Transact Routine, Administrative Board Matters:

The Committee shall, between regularly scheduled meetings of the Board, transact routine administrative matters that require Board approval as such issues arise.

5.

Delegation to Subcommittee

The Committee may, in its discretion, delegate all or a portion of its duties and responsibilities to a subcommittee of the Committee.

6.

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 retain counsel and other experts or consultants. The Committee shall have the sole authority to select and retain a consultant or search firm, to terminate any consultant or search firm retained by it, and to approve the consultant or search firm's fees and other retention terms.

7.

Committee Reports

  1. An annual performance evaluation of the Committee, which evaluation must compare the performance of the Committee with the requirements of this charter and set forth the goals and objectives of the Committee for the upcoming year. The performance evaluation should also recommend to the Board any improvements to this charter deemed necessary or desirable by the Committee. The performance evaluation by the Committee shall be conducted in such manner, as the Committee deems appropriate. The report to the Board may take the form of an oral report by the chairperson of the Committee or any other member of the Committee designated by the Committee to make this report.
  2. A summary of the actions taken at each Committee meeting, which shall be presented to the Board at the next Board meeting.