DOMINOVAS ENERGY CORPORATION

1.  

The election of their respective successors;

2.  

The end of their service as a director of the Company (whether through resignation, removal, expiration of term, or death); or

3.  

Their resignation from the Committee.

v  

Review and approve corporate goals and objectives relevant to the compensation of the Chief Executive Officer, evaluate the performance of the Chief Executive Officer in light of those goals and objectives; and set the compensation level of the Chief Executive Officer, based on this evaluation and other factors considered by the Committee. In determining the incentive components of Chief Executive Officer’s compensation, the Committee may consider a number of factors, including, but not limited to, the Company's performance relative to shareholder return, the value of similar incentive awards to chief executive officers at comparable companies and the awards given to the Chief Executive Officer in past years.

v  

Review and approve the annual base salaries and incentive compensation of executive officers and of other officers selected at the discretion of the Committee from time to time, including: (1) all incentive awards and compensation, including both cash-based and equity-based awards and compensation; (2) any employment agreements and severance arrangements; (3) any change-in-control agreements and change-in-control provisions affecting any elements of compensation and benefits; and, (4) any special or supplemental compensation and benefits for the executive officers and persons who formerly served as executive officers, including supplemental retirement benefits and the perquisites provided to them during and after employment.

v  

Make recommendations to the board of directors for the adoption or modification of equity-based and incentive compensation plans needing approval by the board of directors or shareholders.

v  

Review and discuss with management the Company's disclosure to be made in the Compensation Discussion and Analysis and determine whether or not to recommend to the board of directors that the Compensation Discussion and Analysis be included in the Company's proxy statement, and produce an annual report setting forth such recommendation to be published in the Company’s proxy statement or such other report, as may be required in compliance with then currently applicable Securities and Exchange Commission rules and regulations and relevant listing authority.

v  

If a compensation consultant assists in the evaluation of director, Chief Executive Officer or executive officer compensation, the Committee shall have sole authority to retain or terminate the consulting firm, including sole authority to approve the firm’s fees and other retention terms.

v  

Report to the board of directors, by means of written or oral reports, submission of minutes of Committee meetings or otherwise, from time to time or whenever it shall be called upon to do so.

v  

Review this Charter annually for possible revision.