Executive Committee Charter
Revised December 17, 1999
The Executive Committee shall consist of at least three
members, two of whom shall be outside directors.
The General Counsel shall be the Staff Liaison assigned to
the Executive Committee.
The Executive Committee shall hold a minimum of six regular
meetings each year, normally in March, May, June, August,
September and November. In addition, the Executive Committee
shall meet on an as-needed basis or to consider certain
critical or time-sensitive corporate issues.
Interim Power of Executive Committee
The Executive Committee shall have and exercise, during the
intervals between meetings of the Board, all of the powers
vested in the Board of Directors except the following:
- the power to fill vacancies in the Board;
- the power to change the membership of and to fill
vacancies in the Executive Committee;
- the power to establish or change the compensation paid
to directors for attendance at meetings of the Board or any
committee of the Board;
- the power to change the Bylaws; and
- such other powers as are restricted in the Pennsylvania
Business Corporation Law or the Bylaws.
The principal function of the Executive Committee is to
exercise the interim powers delegated to the Executive
Committee at any time when it would not be practical for the
full Board to meet to review or act upon any matter.
In addition, the Executive Committee shall monitor
developments relating to merger and acquisition activities
that may have change-in-control implications for the Company.
A support team comprised of the Chief Financial Officer, the
General Counsel and the Secretary shall assist the Executive
Committee in this monitoring function.