Status

Purpose

The Committee shall consist of at least three members of the Board, as the Board shall from time to time determine. Each member shall satisfy applicable independence requirements of the American Stock Exchange and any other regulatory requirements. Additionally, no director may serve unless he or she is (1) a “non-employee director” as that term is defined for purposes of Rule 16b-3 under the Securities Exchange Act of 1934, as amended and (2) an “outside director” as that term is defined for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended.

Appointment and Removal

Duties and Responsibilities

Powers and Authority

Meetings

Committee Action

Procedures

Reporting