Jamba Juice 2006 Annual Report Download - page 21

intend to locate and appoint at least one additional independent director to serve on the board of directors and to serve on our audit committee prior to June 29,
2006.
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Our board of directors had two meetings during the fiscal year ended December 31, 2005 and acted by unanimous written consent 8 times. During
the fiscal year ended December 31, 2005, each member of the board participated in at least 75% of all Board and applicable committee meetings held during
the period for which he was a director.
We do not currently have a Compensation Committee. Pursuant to Section 805 of the AMEX Company Guide, compensation of our chief executive
officer, if any, will be determined, or recommended to the Board for determination, by a majority of the independent directors on our board of directors. The
chief executive officer will not be present during voting or deliberations. Compensation for all other officers, if any, will be determined, or recommended to the
board for determination, by a majority of the independent directors on our board of directors. None of our officers currently receive compensation. We do not
expect to pay any compensation to any of our officers until following the consummation of a business combination.
Our board of directors has established a Nominating and Governance Committee and an Audit Committee to devote attention to specific subjects and
to assist the Board in the discharge of its responsibilities. The functions of these committees and their current members are set forth below.
Nominating and Governance Committee
The Nominating and Governance Committee is responsible for assisting identifying and recommending qualified candidates for director nominees to
the board, and leading the board in its annual review of the board’s performance. All members of the Nominating Committee qualify as independent under the
definition promulgated by the American Stock Exchange. The Nominating and Governance Committee had no meetings during 2005. Nathaniel Kramer and
Thomas C. Byrne are the current members of the Nominating and Governance Committee. The Nominating and Governance Committee may consider
candidates recommended by stockholders as well as from other sources such as other directors or officers, third party search firms or other appropriate
sources. For all potential candidates, the Nominating and Governance Committee may consider all factors is deems relevant, such as a candidate’s personal
integrity and sound judgment, business and professional skills and experience, independence, knowledge of the industry in which we operate, possible
conflicts of interest, diversity, the extent to which the candidate would fill a present need in the board, and concern for the long-term interests of the
stockholders. In general, persons recommended by stockholders will be considered on the same basis as candidates from other sources. If a stockholder
wishes to nominate a candidate to be considered for election as a director at the 2006 Annual Meeting of Stockholders using the procedures set forth in the
Company’s By-laws, it must follow the procedures described in Article 3.3 entitled “Nominations.” If a stockholder wishes simply to propose a candidate for
consideration as a nominee by the Nominating and Governance Committee, it should submit any pertinent information regarding the candidate to the
Nominating and Governance Committee by mail at our address. A copy of the Nominating Committee’s written charter is available upon written request
Audit Committee
The Audit Committee recommends to the board of directors the appointment of the firm selected to serve as our independent auditors and our
subsidiaries and monitors the performance of such firm; reviews and approves the scope of the annual audit and evaluates with the independent auditors our
annual audit and annual financial statements; reviews with management the status of internal accounting controls; evaluates issues having a potential
financial impact on us which may be brought to the Audit Committee’s attention by management, the independent auditors or the board; evaluates our public
financial reporting documents; reviews the non-audit services to be performed by the independent auditors, if any; and considers the effect of such
performance on the auditor’s independence. Thomas C. Byrne and Cris V. Branden are the current members of the Audit Committee. All members of the Audit
Committee satisfy the current independence standards promulgated by the Securities and Exchange Commission and by the American Stock Exchange, as
such standards apply specifically to members of audit committees. We intend to locate and appoint at least one additional independent director to serve on our
audit committee prior to June 29, 2006. The board has determined that each of Mr. Byrne and Mr. Branden are “audit committee financial experts,” as the
Securities and Exchange Commission has defined that term in Item 401 of Regulation S-K. The Audit Committee had four meetings during 2005.
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We have adopted a code of conduct and ethics applicable to our directors, officers and employees in accordance with applicable federal securities
laws and the rules of the American Stock Exchange.
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None of our executive officers have received any compensation for services rendered. Commencing on the effective date of our initial public offering
and continuing through the acquisition of a target business, we will pay SB Management Corp., a corporation owned and managed by Steven R. Berrard, our
Chairman and Chief Executive Officer, approximately $4,875 per month for office space and certain other additional services. In addition, we have agreed to
pay an affiliate of I. Steven Edelson, our Vice Chairman and Vice President, and Nathaniel Kramer, one of our directors, approximately $2,625 per month
for general and administrative services including secretarial support. We have agreed to pay up to a monthly maximum of $7,500 for all of the foregoing
services. This arrangement is being agreed to by SB Management Corp. and the affiliate of Mr. Edelson and Mr. Kramer for our benefit and is not intended to
provide Messrs. Berrard, Edelson or Kramer compensation in lieu of a salary. We believe that such fees are at least as favorable as we could have obtained
from an unaffiliated person. No other executive officer or director has a relationship with or interest in SB Management Corp.