| Audit Committee |
We have an Audit Committee consisting of three directors, Mr. McConnaughy and Mr. Germack, who serve as Co-Chairmen, and Mr. Nederlander. All of our directors are “independent” under the applicable New York Stock Exchange and Securities and Exchange Commission rules regarding audit committee membership. The Board has determined that Mr. Germack qualifies as an “audit committee financial expert” under applicable Securities and Exchange Commission rules and regulations governing the composition of the Audit Committee. The Audit Committee assists our board of directors in fulfilling its oversight responsibility by overseeing and evaluating (i) the conduct of our accounting and financial reporting process and the integrity of the financial statements that will be provided to stockholders and others; (ii) the functioning of our systems of internal accounting and financial controls; and (iii) the engagement, compensation, performance, qualifications and independence of our independent auditors. The Board has adopted a written Audit Committee charter. The charter is reviewed annually and revised as appropriate. The independent auditors have unrestricted access and report directly to the Audit Committee. The Audit Committee meets privately with and has unrestricted access to the independent auditors and all of our personnel. The Audit Committee has selected UHY, LLP as our independent auditors for the fiscal year ended December 31, 2007.
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| Compensation Committee |
The Compensation Committee consists of two independent, non-employee directors, Mr. Afdhal, who serves as Chairman and Mr. Tankel. The Compensation Committee formulates and oversees the execution of our compensation strategies, including by making recommendations to our Board of Directors with respect to compensation arrangements for senior management, directors and other key employees. The Compensation Committee also administers our 2003 Incentive Stock Plan and our 2006 Incentive Stock Plan.
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| Corporate Governance and Nominating Committee |
The Corporate Governance and Nominating Committee of our Board of Directors selects nominees for the Board of Directors and oversees our Corporate Governance guidelines. The Corporate Governance and Nominating Committee consists of Mr. Nederlander, as Chairman, and Messrs. Hennessy andTankel, all of whom are independent as defined for such purpose by the New York Stock Exchange. The Corporate Governance and Nominating Committee will utilize a variety of methods for identifying and evaluating nominees for directors. Candidates may come to the attention of the Corporate Governance and Nominating Committee through current board members, stockholders and other persons. The Company has no formal procedure pursuant to which stockholders may recommend nominees to our Board of Directors or Corporate Governance and Nominating Committee and the Board of Directors believes that the lack of a formal procedure will not hinder the consideration of qualified nominees. Any stockholder desiring to suggest a nominee or otherwise communicate with our Corporate Governance and Nominating Committee should contact our General Counsel, Theodore F. Pound III, at (713) 369-0550.
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| Finance Committee |
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 Member  Chairperson  Vice Chairperson  Secretary  Financial Expert
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