EXHIBIT 99.1
AUDIT COMMITTEE CHARTER
Each member of the Committee must be able to read and understand fundamental financial statements, including the Company’s balance sheet, income statement and statement of cash flows, as determined by the Board, and at least one member of the Committee must be an “audit committee financial expert,” as determined by the Board in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC Rules”). In addition, at least one member of the Committee must be financially sophisticated, as determined by the Board in accordance with Nasdaq listing standards, and no member of the Committee may have participated in the preparation of the financial statements of the Company or any current subsidiary of the Company at any time during the past three years.
Among its specific duties and responsibilities, the Committee will:
(a) Be directly responsible, in its capacity as a committee of the Board, for the appointment, compensation, retention and oversight of the work of the outside auditor. In this regard, the Committee will appoint, retain, compensate, evaluate and terminate, when appropriate, the outside auditor, who will report directly to the Committee.
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Adopted by the Board on: _____________