Nominating and Corporate Governance Committee Charter

Investor relations

Purposes

The primary purposes of the Nominating and Corporate Governance Committee are to ensure that (1) the Company’s Board of Directors consists primarily of qualified independent directors and (2) the Company and its Board follow the best possible corporate governance practices. Its responsibilities in that regard include:

Identifying individuals qualified to become members of the Board and to recommend to the Board candidates for election or re-election as directors;
Monitoring and recommending corporate governance and other board practices; and
Overseeing performance reviews of the Board, its committees and the individuals members of the Board.

In discharging this oversight role, the Committee is empowered to investigate any matter brought to its attention with full access to all Company books, records, facilities, personnel, legal counsel and independent auditors, along with the power to retain, at the Company’s expense, search firms, outside counsel or other experts for this purpose. The Committee shall have sole authority to approve any search firm’s fees and other retention terms as long as the fees are in line with standard norms.

The Committee shall review the adequacy of this charter on an annual basis and recommend any appropriate changes to the Board for consideration.

Membership

Appointment and Removal. The Committee shall be appointed by the Board and shall serve on the Board for such term as the Board may decide or, with respect to individual Committee members, until such Committee member is no longer a Board member or is removed by the Board in accordance with the Company’s Bylaws. The Board shall designate the chairperson of the Committee.

Number and Meetings. The Committee shall be comprised of not less than three members of the Board. The Committee shall meet as often as necessary to fulfill its responsibilities. The Committee may appoint subcommittees and may delegate its responsibilities to a subcommittee to the extent it deems appropriate.

Independence. The Committee members will meet the independence requirements of NASDAQ. These requirements are attached hereto as Annex A. Accordingly, the members of the Committee will be directors who the Board affirmatively concludes have no material relationship to the Company, as determined by the Board, either directly or as a partner, shareholder or officer or officer of any organization that has a relationship with the Company.
The failure of the Committee to satisfy the independence requirements set forth above shall not invalidate any actions taken by the Committee.

Responsibilities

The following functions shall be the common, recurring activities of the Committee in carrying out its duties.

The Committee shall lead the Company’s search for individuals qualified to become members of the Board.
The Committee shall evaluate and recommend to the Board for nomination candidates for election or re-election as directors.
The Committee shall evaluate and recommend to the Board for nomination candidates for the chairs of the Compensation and Audit Committees.
The Committee shall review and consider shareholder recommended candidates for nomination to the Board.
In the event of a vacancy on the Board, or if the Committee becomes aware of a pending vacancy and the Board determines that such vacancy shall be filled by the Board, the Committee shall recommend to the Board a qualified individual for appointment to the Board.
The Committee shall establish and oversee appropriate director orientation and continuing education programs.
In assessing the qualification of a candidate, the Committee generally shall observe the following guidelines:

the Committee shall bear in mind the NASDAQ rules on independence and such other factors as it deems advisable.
directors shall not be a director, consultant or employee of or to any competitor of the Company
in considering candidates, the Committee shall consider their other obligations and time commitments and their ability to attend meetings in person.
to avoid potential conflicts of interest, interlocking directorships will not be allowed. Interlocking directorships shall be deemed to occur if a senior executive officer of the Company serves on the board of or as a trustee of a company or institution that employs one or more directors (i.e., reciprocal directorships).

Corporate Governance Responsibilities

The Committee shall, from time to time, as the Committee deems appropriate, make recommendations to the Board regarding an appropriate Board organization and structure. The Committee will be responsible for recommending a candidate for Lead Independent Director to be voted on by the Board.
The Committee shall, from time to time, as the Committee deems appropriate, evaluate the size, composition, membership qualifications, scope of authority, responsibilities, reporting obligations and charters of each committee of the Board.
The Committee shall periodically review and assess the adequacy of the Company’s corporate governance principles as contained in this Charter. Should the Committee deem it appropriate, it may develop and recommend to the Board for adoption additional corporate governance principles.
The Committee shall be responsible for the Company’s succession plan, and will maintain criteria for the selection, evaluation and retention of the CEO, and will have oversight in the selection and performance of the other executive officers.
The Committee shall periodically review the Company’s Certificate of Incorporation and Bylaws in light of existing corporate governance trends, and shall recommend any proposed changes for adoption by the Board or submission by the Board to the Company’s stockholders.
The Committee may make recommendations on the structure and logistics of board meetings and may recommend matters for consideration by the Board.
The Committee shall consider, adopt and oversee all processes for evaluating the performance of the Board, each committee and individual directors.
The Committee shall annually review and assess its own performance.
The Committee shall be responsible for convening executive sessions of the Board at which no members of management or other representatives of the Company shall be present. The Committee will be responsible for setting the frequency and duration of such sessions at its sole discretion; provided that such meetings shall be regularly scheduled. These sessions will be led by the Lead Independent Director.
The Committee shall be responsible for ensuring that the members of the Board have ready access to Senior Management, whenever such access is requested. Board members are normally expected to inform the Chief Executive Officer prior to contacting any member of management on any substantive matter. They are not expected to inform the Chief Executive Officer that they are contacting members of management regarding normal activities of their Board committees.
The Committee shall enact and maintain a policy that limits the number of other Boards of Public companies that current Directors may serve on.
The Committee shall be responsible for ensuring that all Directors are compliant with the stock ownership guidelines adopted by the Board.

General

The Committee shall review and discuss such other matters that relate to the accounting, auditing and financial reporting practices and procedures of the Company as the Committee may, in its own discretion, deem desirable in connection with the review functions described above.
The Committee shall perform any other duties or responsibilities delegated to the Committee by the Board from time to time.
The Committee shall report regularly to the Board.
The Committee shall conduct and review with the Board annually an evaluation of the Committee’s performance with respect to the requirements of this charter.

The Charter

This Charter was approved by the Board of Directors on February 25, 2008.
The Committee shall review the adequacy of this charter on an annual basis and recommend any appropriate changes to the Board for consideration.