Governance and Directors Nominating Committee Charter

Table of Contents

Purpose

Membership

Authority and Responsibilities

Procedures

Purpose

The Governance and Directors Nominating Committee (the "Committee") is created by the Board of Directors of the Company to:

Membership

The Committee shall consist of at least four members, comprised solely of independent directors who are "independent directors" as defined under NASDAQ rules, as amended. Such members shall also meet any additional standards for membership established by the Committee. The Committee shall recommend nominees for appointment to the Committee annually at the organizational meeting of the Board following the Annual Meeting of Shareholders, and as vacancies or newly created positions occur. Committee members shall be appointed by the Board and may be removed, with or without cause, by the Board at any time. The Committee shall recommend to the Board, and the Board shall designate, the Chair of the Committee.


Authority and Responsibilities

In addition to any other responsibilities which may be assigned from time to time by the Board, the Committee is responsible for the following matters:

Board/Committee Nominees

Evaluating the Board and Its Committees

Corporate Governance Matters

Director Orientation and Continuing Education

Business Resiliency

Reporting to the Board

Procedures

The Committee shall meet as often as it determines is appropriate to carry out its responsibilities under this Charter. The Chair of the Committee, in consultation with the other Committee members, shall determine the frequency and length of the Committee meetings and shall set meeting agendas consistent with this Charter.

The Committee may delegate its authority to subcommittees or the Chair of the Committee when it deems appropriate and in the best interests of the Company.