LANDRY'S RESTAURANTS, INC.
NOMINATING AND GOVERNANCE COMMITTEE CHARTER
The purposes of the Nominating and Governance Committee are to identify and recommend individuals qualified to become members of the Board of Directors of the Company, to develop and recommend to the full Board of Directors of the Company (“Board”) a set of corporate governance principles applicable to the Company, and oversee the evaluation of the Board and management.
The Committee will consist of two or more members of the Board appointed from time to time by the Board. The Committee will consist solely of directors who meet the independence requirements of the Securities and Exchange Commission and the New York Stock Exchange. Members of the Committee are subject to removal at any time by a majority of the Board without cause. Any resulting vacancy may be filled by the Board.
DUTIES AND RESPONSIBILITIES
The Committee will:
The Committee will meet once annually, or more frequently as circumstances dictate. A majority of the members of the Committee will constitute a quorum for the transaction of business. In the event of a deadlock regarding any Committee action, the Chairman of the Board shall designate a third Committee member to break or resolve any deadlock.
RESOURCES AND AUTHORITY
The Committee will have the resources and authority appropriate to discharge its responsibilities, including the authority to use internal personnel and to engage external search firms to identify director candidates, and will have sole authority to retain and terminate any such search firm and to approve the fees and other retention terms related to the appointment of such firm.
The Committee may delegate its authority to subcommittees established by the Committee from time to time, which subcommittees will consist of one or more members of the Committee and will report to the Committee
ADOPTION OF CHARTER
This Charter was originally adopted by the Board of Directors on April 26, 2004.