U.S. SILICA HOLDINGS, INC. EXECUTIVE COMMITTEE CHARTER

MEMBERSHIP

The Executive Committee (the “Committee”) of U.S. Silica Holdings, Inc. (the “Company”) shall consist of at least four directors from the Company’s board of directors (the “Board”).

PURPOSE

The Committee’s primary purpose is to aid the Board in handling matters which, in the opinion of the Chairman of the Board, should not be postponed until the next scheduled meeting of the Board.

STRUCTURE AND OPERATIONS

The members of the Committee shall be appointed and removed by the Board. A majority of the members of the Committee shall constitute a quorum.

AUTHORITY AND RESPONSIBILITIES

1. During the interval between meetings of the Board, the Committee shall have and may exercise the powers of the Board to act upon any matters which, in the opinion of the Chairman of the Board, should not be postponed until the next previously scheduled meeting of the Board; however, to the extent prohibited by law, the Committee shall not have the power or authority of the Board to (a) approve or adopt, or recommend to the stockholders, any action or matter expressly required by the Delaware General Corporation Law to be submitted to stockholders for approval, or (b) adopt, amend or repeal any of the Bylaws of the Company.
2. The Committee shall also have the authority to obtain advice and assistance from internal or external legal, accounting or other advisors.
3. The Committee shall make regular reports to the Board.
4. The Committee may form, and delegate authority to, subcommittees when appropriate.
5. The Committee shall periodically review and reassess the adequacy of this Charter and recommend any proposed changes to the Board for approval.
6. The Committee shall annually review its own performance.

Back to Top