D.BOARD COMMITTEES

1. Number of Committees The present Board committees are: the Audit Committee, the Compensation Committee and the Corporate Governance and Nominating Committee. Members of all committees shall be “independent” under applicable Nasdaq and ArcaEx guidelines. The Company intends to add an additional independent director to the Board and that person is expected to join each committee. The Board considers its current committee structure to be appropriate but the number and scope of committees may be revised as appropriate to meet challenging conditions and needs.

2. Frequency of Committee Meetings Generally, committees meet in conjunction with Board meetings and as specified in their respective charters. Committee chairpersons may also call meetings when they deem necessary.