Committee. The Plan shall be administered by a Committee. The Committee shall be responsible for the general operation and administration of the Plan and for carrying out the provisions thereof.

“Fees” means the annual retainer, any Committee Chairperson fees, meeting fees and any other fees earned by the Director for the performance of services as a member of the Board.

Audit Committee Chair: $15,000

Chairman of the Audit Committee: additional $15,000 annually paid in cash.

On occasion, short-term ad hoc committees may be formed by the Board to address particular oversight needs. In the event that an ad-hoc committee is formed by the Board, the committee chairperson shall be paid a quarterly retainer of $2,000 and each other committee member shall be paid a quarterly retainer of $1,000, payable in each case at the end of each fiscal quarter during which the ad hoc committee existed.

To Ensure the Integrity of Financial Information. The Audit Committee of the Board evaluates the integrity of Scio Diamond’s accounting and financial reporting systems, including the audit of the Company’s annual financial statements by the independent auditors, and that appropriate disclosure controls and procedures and systems of internal control are in place. The Audit Committee reports to the Board on a regular basis and the Board, upon the recommendation of the Audit Committee, takes the actions that are necessary to ensure the integrity of Scio Diamond’s accounting and financial reporting systems and that such controls are in place in accordance with SEC and NASDAQ requirements.

•an annual cash retainer of $24,000 to the Chair of our Audit Committee;

Inspection and Audit Rights. Except as may otherwise be provided for in a Work Order or the Quality Agreement or unless the audit is for cause, Graphite and/or Graphite's representative shall have the right, up to ​ period and at agreed-upon dates and times, to access the Facilities of WuXi ATU where the Services are performed, to inspect the Records and facilities and interview staff related to the Product Manufacture. Graphite and Graphite’s employees or other representatives conducting such inspections will abide by the confidentiality provisions set forth in Article 14, below.

Information and Audit Cooperation. ​ shall, at ​’s expense, reasonably cooperate with ​, ​’s designated representative, and/or ​’s independent auditor and provide each access to the books and records of the Properties and all related information regarding the Properties, including, without limitation, three (3) calendar years of audited books and records of the Property that qualify, comply with, and can be used in a public offering and/or a public filing. Should three (3) calendar years of audited books and records not be available, then ​ shall supply as many years of audited books and records that exist, but in no event shall ​ provide less than one (1) year of audited books and records. Notwithstanding the foregoing, if audited financial statements are not available, ​ shall provide un-audited operating statements in lieu of audited ones and provide supporting documentation as requested in order for ​ to conduct its own audit. At the Closing, ​ shall provide to ​ a representation letter regarding the books and records of the Property, in substantially the form of [Exhibit J] attached hereto (an “Audit Letter”), that will be used by ​ in connection with ​’s auditing the Properties in accordance with generally accepted auditing standards. At ​’s request, at any time within one (1) year after the Closing, ​ shall provide ​ with such additional books, records, representation letters (as such representation letters may be modified to reflect that ​ may not have knowledge of the current financial, income, expenses or operations of the Properties), and such other matters reasonably determined by ​ as necessary to satisfy its or its affiliated parties’ obligations as a real estate investment trust and/or the requirements (including, without limitations, any regulations) of the Securities and Exchange Commission. Notwithstanding the foregoing, in the event that ​ requests that ​ provide an Audit Letter, ​ agrees to indemnify, defend, and hold harmless ​ and its affiliates (including without limitation indirect holders of equity interests in ​) from and against all claims, losses, or liabilities arising out of any error or omission, but excluding any intentional misrepresentation, made by ​ in such Audit Letter. The provisions of this Section 12.19 shall expressly survive the Closing.

each non-employee director designated as Chair of the Audit Committee or Chair of the Compensation Committee be compensated at the rate of $10,000 per annum;