2004 Committee Charter : BRKT

AMENDED AND RESTATED
(as of March 4, 2004)
NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER
A. Purpose
The purpose of the Nominating and Corporate Governance Committee is to:
  • identify individuals qualified to become Board members;
  • select the persons to be nominated by the Board for election as directors at the annual
    meeting of stockholders;
  • develop and recommend to the Board a set of corporate governance principles applicable to
    the Company; and
  • oversee the evaluation of the Board.
    B. Structure and Membership
    1. Number. The Nominating and Corporate Governance Committee shall consist of such
    number of directors as the Board shall from time to time determine.
    2. Independence. Except as otherwise permitted by the applicable rules of Nasdaq, each
    member of the Nominating and Corporate Governance Committee shall be an
    independent director as defined by such rules.
    3. Chair. Unless the Board elects a Chair of the Nominating and Corporate Governance
    Committee, the Committee shall elect a Chair by majority vote.
    4. Compensation. The compensation of Nominating and Corporate Governance Committee
    members shall be as determined by the Board.
    5. Selection and Removal. Members of the Nominating and Corporate Governance
    Committee shall be appointed by the Board, upon the recommendation of the Committee.
    The Board may remove members of the Nominating and Corporate Governance
    Committee from such Committee, with or without cause.
    C. Authority and Responsibilities
    Board and Committee Membership
    1. Selection of Director Nominees. Except where the Company is legally required by
    contract or otherwise to provide third parties with the ability to nominate directors, the
    Nominating and Corporate Governance Committee shall have sole responsibility and
    authority for identifying the persons to be nominated by the Board for election as
    directors at the annual meeting of stockholders. The Committee shall also have sole
    responsibility and authority for identifying and electing persons to fill any vacancies on
    the Board. The Committee may, but shall not be required to, submit its determinations to
    the Board for consideration and approval. In making such recommendations, the
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    Committee shall consider candidates proposed by stockholders. The Committee shall
    review and evaluate information available to it regarding candidates proposed by
    stockholders and shall apply the same criteria, and shall follow substantially the same
    process in considering them, as it does in considering other candidates.
    2. Criteria for Selecting Directors. The Nominating and Corporate Governance Committee
    shall use the written criteria established by the Board to guide its director selection
    process. The Committee shall be responsible for reviewing with the Board, on an annual
    basis, the requisite skills and criteria for new Board members as well as the composition
    of the Board as a whole. The Committee may adopt, and periodically review and revise
    as it deems appropriate, procedures regarding director candidates proposed by
    stockholders.
    3. Search Firms. The Nominating and Corporate Governance Committee shall have the sole
    authority to retain and terminate any search firm to be used to identify director nominees,
    including sole authority to approve the search firm's fees and other retention terms. The
    Committee is empowered, without further action by the Board, to cause the Company to
    pay the compensation of any search firm engaged by the Committee.
    4. Recommendation of Committee Members. The Nominating and Corporate Governance
    Committee shall have sole responsibility and authority for selecting and appointing
    directors to each committee of the Board, other than the Nominating and Corporate
    Governance Committee. The Committee may, but shall not be required to, submit its
    determinations to the Board for consideration and approval. The Nominating and
    Corporate Governance Committee shall also be responsible for recommending to the
    Board the directors to be appointed to such Committee.
    Evaluation of the Board and Succession Planning
    5. Evaluation of the Board. The Nominating and Corporate Governance Committee shall be
    responsible for overseeing an annual self-evaluation of the Board to determine whether it
    and its committees are functioning effectively. The Committee shall determine the nature
    of the evaluation, supervise the conduct of the evaluation and prepare an assessment of
    the Board's performance, to be discussed with the Board.
    6. Succession of Senior Executives. The Nominating and Corporate Governance
    Committee shall present an annual report to the Board on long-term succession planning.
    The Nominating and Corporate Governance Committee shall assist the Company's
    Executive Committee, to the extent requested by the Executive Committee, in updating
    from time to time the Company's plan for emergency and short-term transitional
    Company leadership in the event of an unplanned vacancy among senior executives.
    Company Policies
    7. Oversight. The Nominating and Corporate Governance Committee shall coordinate the
    Board of Directors' oversight of the Company's securities trading policy, disclosure
    policy and code of conduct (other than the financial or accounting aspects of such code).
    D. Procedures and Administration
    1. Meetings. The Nominating and Corporate Governance Committee shall meet as often as
    it deems necessary in order to be perform its responsibilities. The Committee shall keep
    such records of its meetings as it shall deem appropriate.
    2. Subcommittees. The Nominating and Corporate Governance Committee may form and
    delegate authority to one or more subcommittees (including a subcommittee consisting of
    a single member), as it deems appropriate from time to time under the circumstances.
    3. Reports to the Board. The Nominating and Corporate Governance Committee shall
    report regularly to the Board.
    4. Charter. The Nominating and Corporate Governance Committee shall, from time to time
    as it deems appropriate, review and reassess the adequacy of this Charter and recommend
    any proposed changes to the Board for approval.
    5. Independent Advisors. The Nominating and Corporate Governance Committee shall
    have the authority to engage such independent legal and other advisors as it deems
    necessary or appropriate to carry out its responsibilities. Such independent advisors may
    be the regular advisors to the Company. The Committee is empowered, without further
    action by the Board, to cause the Company to pay the compensation of such advisors as
    established by the Committee.
    6. Investigations. The Nominating and Corporate Governance Committee shall have the
    authority to conduct or authorize investigations into any matters within the scope of its
    responsibilities as it shall deem appropriate, including the authority to request any officer,
    employee or advisor of the Company to meet with the Committee or any advisors
    engaged by the Committee.