This Charter sets forth the functions of the Compensation and Stock Option Committee (the "Committee") of the Board of Directors of Tengasco, Inc. (the "Company") and also specifies the membership, qualifications and responsibilities of the Committee.

1. Purposes.
The Committee's responsibility is to oversee the Company's compensation and employee benefit plans and practices, including the Tengasco, Inc. Stock Incentive Plan; assist the Board in fulfilling its responsibilities with respect to compensation matters, employee benefit plans, practices and design, evaluate executive compensation matters, evaluate Chief Executive Officer compensation, and succession planning; and to produce an annual report on executive compensation to be included in the Company's annual proxy statement or Annual Report on Form 10-K in accordance with applicable rules and regulations, including the rules of the Securities and Exchange Commission ("SEC").



2. Composition.
(a) At Least Two Members; Chairperson. The Committee shall consist of a minimum of two directors, all of whom shall be "independent" as defined in Section 2(b) below. The Board shall designate a Committee member as Chairperson of the Committee, or if the Board does not do so, the Committee members shall appoint a Committee member as Chairperson by a majority vote of the authorized Committee members.


(b) Independence. All members of the Committee shall be "independent" as defined in the listing standards of the American Stock Exchange or such other national securities exchange on which the Company's securities are then listed, as the same may be amended from time to time, the rules and regulations of the SEC and other laws applicable to the Company.


(c) Appointment. Subject to the requirements of the listing standards and the Bylaws of the Company, the Board shall appoint Committee members at the annual meeting of the Board following the annual meeting of the Company's shareholders. Members of the Committee shall serve for one year terms and until their successors are appointed and qualified, or until their earlier resignation or removal. The Board may remove any member of the Committee, with or without cause, at any time. The Board may fill vacancies on the Committee.


(d) Delegation of Duties. The Committee may form and delegate authority to subcommittees when appropriate, provided that the members of such subcommittee are independent as defined in Section 2(b) hereof.


3. Meetings, Reports and Resources of the Committee.
(a) Meetings. The Committee shall meet as often as it determines necessary or advisable, but not less than once a year. The Committee may also hold special meetings or act by unanimous written consent as the Committee may decide. The meetings may be in person or telephone. The Committee shall keep written minutes of its meetings and shall deliver such minutes to the Board and the Corporate Secretary of the Company for inclusion in the Company's records. The Committee may meet in separate executive sessions with the Chief Executive Officer or such other Company employees, agents or representatives invited by the Committee. The Chief Executive Officer may not be present during the voting or deliberation of the Committee concerning the Chief Executive Officer's compensation.


(b) Procedures. The Committee may establish its own procedures in a manner not inconsistent with this Charter, the Company's Bylaws or the listing standards, applicable laws or regulations. The Chairperson of the Committee or a majority of the Committee members may call meetings of the Committee. A majority of the authorized number of Committee members shall constitute a quorum for the transaction of Committee business, and the vote of a majority of the Committee members present at the meeting at which a quorum is present shall be the act of the Committee, unless in either case a greater number is required by this Charter, Bylaws, applicable laws or regulations, or the listing standards.


(c) Reports. The Committee shall provide to the Board at an appropriate time prior to preparation of the Company's annual proxy statement for its Annual Meeting of Shareholders, a report of the Committee which report shall be included in such proxy statement. The report shall include a discussion of the Committee's compensation policies applicable to the Company's executive officers and such other information as may be required under the SEC's rules. The Committee shall also report to the Board on the major items covered by the Committee as it may determine to be appropriate.


(d) Annual Self Evaluation. The Committee shall evaluate its own performance and the adequacy of this Charter on an annual basis and shall report to the Board annually the results of such evaluation.


(e) Committee Access and Resources. The Committee is at all times authorized to have direct, independent and confidential access to the Company's other directors, management and personnel to carry out the Committee's purposes. The Committee shall have the sole authority to retain and terminate at the Company's expense any consultants or advisors to evaluate officer compensation and to approve the fees and other retention terms of such consultants and advisors. The Committee is also authorized to retain and terminate at the Company's expense, independent counsel or other advisors selected by the Committee for matters related to the Committee's purposes.


4. Authority and Responsibility.
In furtherance of its purpose, the Committee shall have the following authority and responsibilities:

(a) Compensation Goals. To recommend to the Board and review the overall corporate compensation policies, recommend goals and objectives for the compensation of the Company's Chief Executive Officer and other executive officers. In determining the long-term incentive component of the compensation of the Chief Executive Officer and the other executive officers, the Committee will consider all relevant factors, including, the Company's performance and relative stockholder return, the value of similar incentive awards to officers at comparable companies, and the awards given to the Chief Executive Officer and other executive officers in past years.


(b) Determination of Compensation. Evaluate the performance of the Chief Executive Officer and the other executive officers in light of the corporate goals and objectives. Evaluate the compensation of the Chief Executive Officer and make a recommendation to the Board regarding the compensation of the Chief Executive Officer and the other executive officers, including individual elements of salary, bonus, perquisites, incentive and equity compensation. The Committee may consult with the Chief Executive Officer in determining the compensation for any executive officer other than the Chief Executive Officer.


(c) Officer Contracts. Review and evaluate annual compliance with all employment agreements, separation and severance agreements and other compensatory contracts, arrangements, prerequisites and payment for officers and ensure such agreements are consistent with the Company's general compensation goals.


(d) Succession Planning. Review and assist the Board in developing succession plans for the officers and other appropriate management personnel. The Committee may also assist the Board in evaluating potential candidates to serve as officers of the Company.


(e) Equity Plan Awards. Administer the Tengasco, Inc. Stock Incentive Plan in accordance with its terms and any other stock option plans or equity or incentive plans the Company may adopt.


(f) Annual Reports and Disclosure. Produce the Compensation Committee report and other disclosures required by the applicable rules and regulations of the SEC and other regulatory bodies for inclusion in the Company's annual proxy statement and Annual Report on Form 10-K.

Compensation Committee Charter   

Code of Conduct & Ethics for Employees, Officers & Directors