LTX CORPORATION

CORPORATE GOVERNANCE AND NOMINATING COMMITTEE

CHARTER

 

1.           Purpose

 

The purpose of the Corporate Governance and Nominating Committee is to:

 

 

 

Oversee corporate governance principles applicable to the Company; and

 

 

 

Recommend to the Board the persons to be nominated for election as directors at any meeting of stockholders and the membership of Board Committees.

 

2.           Structure and Membership

 

 

1.

 

Number.  The Corporate Governance and Nominating Committee shall consist of such number of directors as the Board shall from time to time determine.

 

(a) Independence.  Except as otherwise permitted by the applicable rules of Nasdaq, each member of the Corporate Governance and Nominating Committee shall be an “independent director” as defined by such rules.

 

(b) Chair.  Unless the Board elects a Chair of the Corporate Governance and Nominating Committee, the Committee shall elect a Chair by majority vote.

 

(c) Compensation.  The compensation of Corporate Governance and Nominating Committee members shall be as determined by the Board.

 

(d) Selection and Removal.  Members of the Corporate Governance and Nominating Committee shall be appointed by the Board, upon the recommendation of the Committee. The Board may remove members of the Corporate Governance and Nominating Committee from such Committee, with or without cause.

 

3.           Authority and Responsibilities

 

General

 

The Corporate Governance and Nominating Committee shall discharge its responsibilities, and shall assess the information provided by the Company’s management, in accordance with its business judgment.

 

Corporate Governance

 

(a) Corporate Governance Review.  The Corporate Governance and Nominating Committee shall monitor corporate governance principles applicable to the Company. The Committee shall, from time to time as it deems appropriate, review and reassess the adequacy of the Company’s corporate governance and recommend any proposed changes to the Board for approval.

 

Board and Committee Membership

 

 

2.

 

Selection of Director Nominees.  Except where the Company is legally required by contract, bylaws or otherwise to provide third parties with the ability to nominate directors, the Corporate Governance and Nominating Committee shall have responsibility for recommending to the Board the persons to be nominated for election as directors at any meeting of stockholders and the persons to be elected by the Board to fill any vacancies on the Board.

 

(b) Criteria for Selecting Directors.  The Committee shall be responsible for reviewing with the Board, from time to time as it deems appropriate, the requisite skills and criteria for new Board members as well as the composition of the Board as a whole.

 

(c) Search Firms.  The Corporate Governance and Nominating Committee shall have the authority to retain and terminate any search firm to be used to identify director nominees, including 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.

 

(d) Selection of Committee Members.  The Corporate Governance and Nominating Committee shall be responsible for recommending to the Board the directors to be appointed to each committee of the Board.

 

(e) Additional Powers.  The Corporate Governance and Nominating Committee shall have such other duties as may be delegated from time to time by the Board.

 

4.          Procedures and Administration

 

(a) Meetings.  The Corporate Governance and Nominating Committee shall meet as often as it deems necessary in order to perform its responsibilities. The Committee shall keep such records of its meetings as it shall deem appropriate.

 

(b) Subcommittees.  The Corporate Governance and Nominating 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.

 

(c) Reports to the Board.  The Corporate Governance and Nominating Committee shall report regularly to the Board.

 

(d) Charter.  The Corporate Governance and Nominating 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.

 

(e) Independent Advisors.  The Corporate Governance and Nominating 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.

 

(f) Investigations.  The Corporate Governance and Nominating 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.

 

December 10, 2003