EXHIBIT A
CHARTER OF THE NOMINATING AND CORPORATE GOVERNANCE COMMITTEE

PURPOSE OF THE COMMITTEE

The purpose of the Nominating and Corporate Governance Committee (the "Committee") of the Board of Directors (the "Board") of Majesco Entertainment Company (the "Company") is to:

 

 

assist the Board by identifying qualified candidates for director, and to recommend to the Board the director nominees for the next annual meeting of stockholders;

 

 

 

lead the Board in its annual review of the Board's performance;

 

 

 

recommend to the Board director nominees for each committee of the Board;

 

 

 

oversee the annual process of evaluation of the performance of the Company's management; and

 

 

 

develop and recommend to the Board corporate governance guidelines applicable to the Company.

To assist in carrying out its duties, the Committee shall have sole authority to retain and terminate any search firm to be used to identify candidates to serve as directors, including sole authority to approve the search firm's fees and other retention terms. In addition, the Committee shall have authority to obtain advice and assistance from internal or external legal, accounting or other advisors.

COMPOSITION OF THE COMMITTEE

The Committee shall consist of three or more directors as determined from time to time by the Board. Each member of the Committee shall be qualified to serve on the Committee pursuant to the requirements of the Securities and Exchange Commission ("SEC") and the listing requirements of the Nasdaq Stock Market or any exchange or national quotation system on which the common stock or any other equity securities of the Company are listed and any additional requirements that the Board deems appropriate.

Committee members shall be elected by the Board and may be replaced by the Board. Unless a Chair is elected by the full Board, the members of the Committee may designate a Chair by majority vote of the full Committee membership.

MEETINGS OF THE COMMITTEE

The Committee shall meet as often as it determines necessary to carry out its duties and responsibilities, but not less frequently than two times per annum. The Chair of the Committee and/or the Board may call such meetings.

A majority of the members of the Committee participating in the meeting in person or by telephone or video conference shall constitute a quorum.

The Committee shall maintain minutes of its meetings and records relating to those meetings.

DUTIES AND RESPONSIBILITIES OF THE COMMITTEE

The following shall be the common recurring activities of the Committee in carrying out its oversight function. These activities are set forth as a guide with the understanding that the Committee may diverge from this guide as appropriate to the extent permitted by applicable law or regulation.

 

(a) 

Evaluate the current composition, organization and governance of the Board and its committees, and make recommendations to the Board for approval.

 

 

(b) 

Determine desired Board member skills and attributes and conduct searches for prospective directors whose skills and attributes reflect those desired and evaluate and propose nominees for election to the Board. At a minimum, nominees for service on the Board must be well-regarded and experienced participants in their field(s) of specialty, familiar at the time of their appointment with the Company's business, willing to devote the time and attention necessary to deepen and refine their understanding of the Company and the issues facing it, and must have an understanding of the demands and responsibilities of service on a board of directors of a public company. In making such recommendations, the Committee will also consider such qualities as independence from the Company, as the definition of "independence" may be revised from time to time by the Nasdaq Stock Market or any other national exchange or national quotation system on which the common stock or any equity securities of the Company are listed. Each nominee will be considered both on his or her individual merits and in relation to existing or other potential members of the Board, with a view to establishing a well-rounded, diverse, knowledgeable, and experienced Board.

 

 

(c) 

Administer the annual Board performance evaluation process, including conducting surveys of director observations, suggestions and preferences.

 

 

(d) 

Evaluate and make recommendations to the Board concerning the appointment of directors to Board committees, the selection of Board committee chairs, and proposal of the slate of directors for election to the Board.

 

 

(e) 

Consider all bona fide candidates recommended by stockholders for nomination for election to the Board if they are accompanied by a comprehensive written resume of the recommended nominee's business experience and background, and a signed consent from the recommended nominee stating that he or he is willing to be considered as a nominee and, if nominated and elected, will serve as a director. The Committee will consider such candidates using the same screening criteria as are applied to all other potential nominees for election, provided that the stockholder nominations are submitted in a timely and complete manner, under the requirements of the Securities and Exchange Commission and the Company's By-laws, as they may be amended from time to time.

 

 

(f) 

As necessary in the Committee's judgment from time to time, retain and compensate third party search firms to assist in identifying or evaluating potential nominees to the Board.

 

 

(g) 

Evaluate and recommend termination of membership of individual directors in accordance with the Board's governance principles, for cause or for other appropriate reasons.

 

 

(h) 

Evaluate and consider matters relating to the qualifications of directors.

 

 

(i) 

Annually review and reassess the adequacy of the corporate governance guidelines of the Company and recommend any proposed changes to the Board for approval.

 

 

(j) 

Oversee the annual process of performance evaluations of the Company's management.

 

(k) 

Oversee the process of succession planning for the Chief Executive Officer and, as warranted, other senior officers of the Company.

 

 

(l) 

Develop, adopt and oversee the implementation of a Corporate Code of Conduct and Ethics for all directors, executive officers and employees of the Company.

 

 

(m) 

Review and maintain oversight of matters relating to the independence of Board and committee members, keeping in mind the independence standards of the Sarbanes-Oxley Act of 2002 and the rules of the Nasdaq Stock Market or any other national exchange or national quotation system on which the common stock or any equity securities of the Company are listed.

 

 

(n) 

Oversee and assess the effectiveness of the relationship between the Board and Company management.

 

 

(o) 

Form and delegate authority to subcommittees when appropriate.

 

 

(p) 

Make regular reports to the Board concerning its activities.

 

 

(q) 

Annually review and reassess the adequacy of this Nominating and Corporate Governance Committee Charter and recommend any proposed changes to the Board for approval.

 

 

(r) 

Annually evaluate its own performance.

 

 

(s) 

Fulfill such other duties and responsibilities as may be assigned to the Committee, from time to time, by the Board and/or the Chairman of the Board.

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Nothing contained in this Charter is intended to create, or should be construed as creating, any responsibility or liability of the members of the Committee, except to the extent otherwise provided under applicable federal or state law.