Common use of Compensation and Audit Committees Clause in Contracts

Compensation and Audit Committees. The Company shall, by amending its By-laws or otherwise, establish and maintain a Compensation Committee and an Audit Committee of the Board of Directors, each of which shall consist of at least three directors. The three directors serving on the Compensation Committee of the Company shall initially be Xxxxxx X. Xxxxxx, Xxxxx X. Xxxxxx and one other director of the Company unaffiliated with management of the Company who shall be appointed after the Initial Closing Date. Except for arrangements existing on the date hereof, no compensation or other remuneration at an annual rate in excess of $100,000 shall be paid to, and no capital stock of the Company shall be issued or granted to, any director, officer or employee of, or any consultant or adviser to, the Company or any of its subsidiaries, without the approval of the Compensation Committee. No employee stock option plan, employee stock purchase plan, employee restricted stock plan or other employee stock plan shall be established without the approval of the Compensation Committee. The Audit Committee shall select (subject to the approval of the Board of Directors) and provide instructions to the Company's auditors.

Compensation and Audit Committees. The Company shall, by amending its By-laws or otherwise, establish and maintain a Compensation Committee of the Board of Directors (the “Compensation Committee”), which shall consist of four (4) directors, including each of the Purchaser Nominees, and an Audit Committee of the Board of DirectorsDirectors (the “Audit Committee”), each of which shall consist of three (3) directors, at least three directors. The three directors serving on one of whom shall be a Purchaser Nominee, provided, however, that no director elected to the Compensation Committee shall be an officer of the Company shall initially be Xxxxxx X. Xxxxxx, Xxxxx X. Xxxxxx and one other director of the Company unaffiliated with management of the Company who shall be appointed after the Initial Closing DateCompany. Except for arrangements existing on the date hereof, no No compensation or other remuneration at an annual rate in excess of $100,000 150,000 shall be paid to, and no capital stock of the Company shall be issued or granted to, any director, officer or employee of, or any consultant or adviser to, the Company or any of its subsidiaries, without the approval of the Compensation Committee. No employee stock option plan, employee stock purchase plan, employee restricted stock plan or other employee stock plan shall be established without the approval of the Compensation Committee. The Audit Committee shall select (subject to the approval of the Board of Directors) and provide instructions to the Company's ’s auditors.

Compensation and Audit Committees. The Company shall, by --------------------------------- amending its By-laws or otherwise, establish and maintain a Compensation Committee and an Audit Committee of the Board of Directors, each of which shall consist of at least three directors. The three directors serving on the Compensation Committee of the Company shall initially be Xxxxxx X. Xxxxxx, Xxxxx X. Xxxxxx and one other director of the Company unaffiliated with management of the Company who shall be appointed after the Initial Closing Date. Except for arrangements existing on the date hereof, no compensation or other remuneration at an annual rate in excess of $100,000 shall be paid to, and no capital stock of the Company shall be issued or granted to, any director, officer or employee of, or any consultant or adviser to, the Company or any of its subsidiaries, without the approval of the Compensation Committee. No employee stock option plan, employee stock purchase plan, employee restricted stock plan or other employee stock plan shall be established without the approval of the Compensation Committee. The Audit Committee shall select (subject to the approval of the Board of Directors) and provide instructions to the Company's auditors.