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Role of the Committee

The Nominating and Governance Committee is to identify individuals qualified to become directors, recommend director nominees to the Board, oversee the evaluation of the Board and develop and reassess the Company’s Corporate Governance Guidelines in conjunction with the Board.

Composition of the Committee

The Committee shall consist of no fewer than three (3) members, each of whom shall meet the independence requirements of any applicable laws, rules and regulations. The Board shall appoint and replace the Nominating and Governance Committee members and designate a committee chairman upon recommendation of the Committee.

Procedures and Administration

The Committee shall meet at least two (2) times per year and more frequently as it believes is necessary or appropriate to fulfill its duties and responsibilities.

In carrying out its duties and responsibilities, the Committee shall have that power and authority granted to committees of the Board in the Company’s Corporate Governance Guidelines, By-laws and Charter. The Committee shall have sole authority to retain and terminate any search firm to be used to identify director candidates, including sole authority to approve the search firm’s fees and other retention terms. In addition, the Committee shall have sole authority to engage and terminate any other outside consultants and advisors the Committee deems necessary to carry out its duties. The Company shall provide sufficient funding for these consultants and advisors, as well as for those administrative expenses that are necessary or appropriate for the Committee to perform its duties.

The Nominating and Governance Committee may request any officer or employee of the Company, or the Company’s outside counsel, to attend a meeting of the Committee or to meet with any members of or consultants to the Committee.

Following each meeting, the chairman shall provide a summary report to the Board.

The Committee may form and delegate authority to subcommittees when appropriate.

Committee Duties and Responsibilities

In addition to the procedural responsibilities outlined above, the Nominating and Governance Committee shall carry out the following additional duties and responsibilities:

1. The Committee shall recommend to the Board the size of the Board and its committee structure.
2. The Committee shall recommend to the Board the director nominees for the next annual meeting of stockholders, at a special meeting of stockholders, or to fill a vacancy on the Board.
3. The Committee shall seek individuals qualified to become Board members for recommendation to the Board. The Committee will not consider suggestions from the Company’s stockholders.
4. The Committee shall recommend to the Board director nominees for each committee, also recommending a chairman for each committee.
5. The Committee shall periodically review and reassess the adequacy of the Corporate Governance Guidelines of the Company and recommend any proposed changes to the Board for approval.
6. The Committee shall monitor the Company’s compliance with the Corporate Governance Guidelines.
7. The Committee shall oversee the annual evaluation of the Board.
8. The Chairman of the Committee shall review a director’s invitation to serve on another company board.
9. The Committee shall from time to time review the criteria for selecting new directors and submit any recommended changes to the Board for approval.
10. The Committee shall annually review its own performance and the adequacy of this Charter, reporting the results of these reviews to the Board.
11. The Committee shall make regular reports to the Board.

Criteria for Selecting New Directors

In considering potential candidates for the Board, including with respect to incumbent directors, the Nominating and Governance Committee shall consider the following factors:

1. The potential candidate’s integrity and business ethics;
2. The potential candidate’s strength of character, judgment and experience, consistent with the needs of the Company;
3. The potential candidate’s specific areas of expertise and leadership roles;
4. The potential candidate’s ability to satisfy any independence or other legal or regulatory requirements for service on the Board or a particular committee;
5. The potential candidate’s ability to bring diversity to the Board, including whether the potential candidate brings complementary skills and viewpoints; and
6. The ability of the individual to allocate the time necessary to carry out the tasks of Board membership at the Company including membership on appropriate committees.