EXHIBIT 10.22
AUDIT COMMITTEE CHARTER
1. The Audit Committee shall consist of at least three members and shall
be composed of directors who meet the requirements of the Nasdaq Stock
Market for directors serving on audit committees.
2. The purposes of the Audit Committee are:
(a) to oversee accounting and financial reporting policies and
practices, internal controls and, as appropriate, the internal
controls of certain service providers;
(b) to oversee the quality and objectivity of financial statements and
the independent audit thereof; and
(c) to act as a liaison between the independent auditors and the full
Board of Directors.
The function of the Audit Committee is oversight; it is management's
responsibility to maintain appropriate systems for accounting and internal
control and the auditors' responsibility to plan and carry out a proper
audit.
3. As the auditors are ultimately accountable to the Audit Committee and
the Board of Directors, the Audit Committee has the following powers:
(a) to recommend the selection, retention, or termination of auditors;
(b) to ensure that the auditor submits on a periodic basis to the
Audit Committee a formal written statement delineating all
relationships between the auditor and the Company;
(c) to evaluate the independence of the auditors, and receive the
auditors' specific representation as to their independence and
make recommendations to the Board of Directors based on such
evaluations;
(d) to meet with the independent auditors, including private meetings,
as necessary (i) to review the arrangements for and scope of the
annual audit and any special audits; (ii) to discuss any matters
of concern relating to the financial statements, including any
adjustments to such statements recommended by the auditors; (iii)
to consider the auditors' comments with respect to the financial
policies, procedures and internal accounting controls of the
Company and management's responses thereto; (iv) to discuss with
the auditors the matters to be discussed by Statement on
Accounting Standards No. 61 as modified or supplemented; and (v)
to review the form of opinion the auditors propose to render to
the Board of Directors and shareholders;
(e) to review with financial management and the independent auditors
the 10-Q and 10-K prior to their filing or prior to the release of
earnings;
(f) to consider the effect upon the Company of any changes in
accounting principles or practices proposed by management or the
auditors;
(g) to review the fees charged by the auditors for audit and non-audit
services;
(h) to investigate improprieties or suspected improprieties in Company
operations; and
(i) to report its activities to the full Board of Directors on a
regular basis and to make such recommendations with respect to the
above and other matters as the Audit Committee may deem necessary
or appropriate, including the preparation of the report required
by the rules of the Securities and Exchange Commission to be
included in the Company's annual proxy statement.
4. The Audit Committee shall meet on a regular basis and is empowered to
hold special meeting as circumstances require.
5. The Audit Committee shall regularly meet with the Board of Directors
and with internal auditors, if any.
6. The Audit Committee shall have the resources and authority appropriate
to discharge its responsibilities, including the authority to retain
special counsel and other experts or consultants at the expense of the
Company.
7. The Audit Committee shall review this Charter at least annually and
recommend any changes to the full Board of Directors.
While the Audit Committee has the responsibilities and powers set forth in this
Charter, it is not the duty of the Audit Committee to plan or conduct audits or
to determine that the Company's financial statements are complete and accurate
and are in accordance with generally accepted accounting principles. This is the
responsibility of management and the independent auditors. Nor is it the duty of
the Audit Committee to conduct investigations, to resolve disagreements, if any,
between management and the independent auditors or to assure compliance with
laws and regulations and the Company's Corporate Standards of Conduct.
