Executive Committee Charter

(Adopted: November 10, 2009)

PURPOSE AND ORGANIZATION

There will be a standing committee of the Board of Directors (“Board”) of the Kansas Bioscience Authority (“Authority”) known as the Executive Committee (“Committee”). The Committee will assist the Board in fulfilling its responsibilities by exercising the authority of the Board in the management of the Authority when the Board is not in session, and by approving key policies related to executive and employee compensation. The Committee may also have such other duties as may from time to time be assigned to it by the Board. The Committee will maintain free and open communications with management (“Management”) of the Authority. The Committee may retain outside counsel, auditors, employee compensation consultants, or other advisors in its sole discretion and at the Authority’s expense.

Pursuant to the terms of the Kansas Bioscience Authority Act (the “Act”), the Committee will be comprised of five (5) members of the Board: the Chairperson of the Board, the Vice Chairperson, the Secretary of the Board, and two (2) voting Directors selected by the Chairperson. The members of the Committee may not receive compensation, either directly or indirectly, from the Authority for their participation as a member of the Committee.

Each Committee member will serve a one (1)-year term, and will hold office until a successor is elected and qualified or until such director’s earlier death, resignation, or removal. A Committee member will be deemed to have been removed from the Committee concurrently with and upon such member’s removal or resignation from his or her position as a director on the Board. Vacancies resulting from death, resignation, or removal of a member or newly created Committee memberships resulting from any increase in the authorized number of members will be filled by the Chairperson in the case of the vacancy of one of his or her appointees or by the Board otherwise, and any member so chosen will hold office until the next annual appointment of members when such member’s successor is duly appointed, or until such member’s earlier death, resignation, or removal.

The Chairperson of the Board will serve as Chair of the Committee. The Committee Chairperson is responsible for the leadership of the Committee, including scheduling and presiding over meetings, approving agendas, and making regular reports to the Board. The Vice-Chairperson of the Board, in the absence or disability of the Committee Chairperson, is to perform all of the duties of the Committee Chairperson. A majority of the members of the Committee will constitute a quorum.

The Committee will meet at least annually, and more frequently if circumstances warrant and as the Committee considers necessary. The Committee Chairperson or a majority of the Committee’s members may call a Committee meeting whenever he, she, or they believe there is a need. The Committee may ask members of Management and others who are involved in Authority management matters to attend and make reports at Committee meetings.

The Committee will comply with the record keeping and reporting obligations contained in Section 6.7 of Article VI of the Authority’s Bylaws, as amended. The Committee may make appropriate recommendations to the Board within the scope of its responsibilities.

RESPONSIBILITIES

As provided in the Act, and Authority Bylaws, the Committee may, subject to applicable laws, Authority Bylaws, and supervision of the Board, exercise all of the powers and authority of the Board in the interim between meetings of the Board and is otherwise responsible to assist the Board in performing its fiduciary duties relative to the management of the Authority.

In fulfilling its responsibilities, the Committee’s policies and procedures should remain flexible in order that the Committee can best react to changing conditions and assure the Board that the Authority’s management is of the highest quality.

The Committee will annually review and make recommendations regarding this charter.

The Committee will also be responsible for the following functions related to executive and employee compensation:

• Reviewing and recommending to the Board compensation and compensation plans for the President/Chief Executive Officer (“CEO”) of the Authority and other key management personnel (collectively, “Senior Executives”), which compensation and compensation plans can include, but not be limited to, base salary, periodic adjustments to base salary, short-term and long-term incentive compensation plans, qualified plans, and non-qualified plans.
• Reviewing and approving qualified or non-qualified benefit plans for the Authority, including any such program that has a specific application to Senior Executives or represents a material change in the structure of any such program.
• Reviewing with the CEO matters relating to management succession, including but not limited to compensation.
• Reviewing and monitoring the compensation-related processes and actions taken by the CEO and/or the Authority’s Human Resources department.