Nominating and Governance Committee Charter

1.         To identify, consider and evaluate candidates to become Board members, and when to recommend to the Board the director nominees for next annual meeting of stockholders, and, when appropriate, director appointees to take office between annual meetings. 

2.         To consider and make recommendations to the Board regarding stockholder nominees and stockholder proposals.

3.         To develop and recommend to the Board appropriate corporate governance practices and policies, and to advise and assist the Board in implementing those practices and policies.

4.         To recommend to the Board candidates for appointment to this Committee and other committees of the Board and their committee chairs.         

5.         To lead the Board in its periodic reviews, evaluation and performance of the Board.

6.         To develop and oversee an orientation program for new directors and continuing education for all directors.

7.         To consider other matters set forth in this Charter or that the Committee believes are important to the Company's governance policies, governance procedures, or its governance.

Membership and Structure

1.         The Committee shall consist of at least three directors, with the exact number fixed from time to time by the Board.   A director shall qualify as independent if the Board has affirmatively determined that the director is independent within the meaning of the corporate governance rules of the Nasdaq Stock Market, Inc.  The members of the Committee shall be appointed and replaced by the Board.

2.         Each Committee member shall be appointed annually by the Board. The Board shall also approve the Committee Chair. 

3.         The Committee shall meet as often as it deems necessary or appropriate in its judgment, but in no event less than once per year. A majority of the members of the Committee shall constitute a quorum.        

4.         The Committee shall keep written minutes of its meetings, which minutes shall be maintained with the books and records of the Company. The Committee shall report to the Board concerning its activities.

5.         The Committee may invite other directors, officers, consultants, outside counsel, members of management, such as the CEO, or other persons to attend its meetings.         

Authority

1.         The Committee has all authority necessary to pursue its purposes and to fulfill its duties and responsibilities, including any authority, purposes, duties and responsibilities described in this Charter, but also any additional authority, duties or responsibilities delegated or assigned to it by the Board.

2.         The Committee shall have the sole authority, and necessary funding, to retain, set compensation and retention terms for, and terminate any consultants, legal counsel or other advisors, including any search firm to be used to identify director candidates, that the Committee determines to employ to assist it in the performance of its duties.

3.         The Committee may delegate authority to one or more members of the Committee when it deems necessary or appropriate. No such delegation shall be permitted if the authority is required by law, regulation or listing standard to be exercised by the Committee as a whole.

Duties and Responsibilities

In addition to the duties and responsibilities set forth in other portions of this Charter, the duties and responsibilities of the Committee shall be as follows:

1.         Determine the types of backgrounds, skills, and attributes of Board members that are needed to help strengthen and balance the Board and determine from time to time whether those are adequate for the Company's needs.

2.         Consider, evaluate and, if the Committee deems appropriate, propose nominees for election or appointment to the Board, including incumbent directors. Consider, evaluate and, if the Committee deems appropriate, propose stockholder nominees for election to the Board. In that regard, the Committee shall adopt procedures for the submission of recommendations by stockholders as it deems appropriate.

3.         Review and make recommendations to the Board concerning proposals received from stockholders for consideration at meetings of stockholders and inclusion in the Company’s proxy statement.

4.         Recommend appointments to committees of the Board, including recommendations as to chairpersons of committees of the Board, and to make recommendations to the Board concerning the types, duties, functions, size and operation of committees of the Board.

5.         Review periodically the Company’s corporate governance processes, and its governance principles, including such issues as Board and committee organization, membership terms, and structure, frequency and effectiveness of Board and committee meetings, recommend any proposed changes to the Board, and develop and advise and assist the Board in implementing those processes and principles.

6.         Work with the Chairman to develop a schedule of Board of Directors’ and committee meetings.

7.         Oversee the orientation of new directors and continuing education of directors.

8.         Establish a policy or procedure for communications by stockholders with the Board, and monitor such communications, and review periodically the Company’s stockholder communications policies such as the Company’s Regulation FD policy.

9.         Review and oversee Board member succession planning.          

10.        Review periodically the Company’s Code of Business Conduct and Ethics and any other corporate governance policies that the Board may adopt, and recommend any proposed changes to the Board.

11.        Monitor the functions of the Board and its committees from a governance standpoint and oversee annual self-assessments of the performance of the Board and of each other committee of the Board and report its findings to the Board.

12.        Assess annually the Committee’s performance of the duties specified in this Charter and report its findings to the Board.

13.        Review and assess this Charter annually and recommend any proposed changes to the Board.

14.        Consider other matters that the Committee believes are important to the Company’s or the Board’s governance or governance policies or procedures.