Nominating & Governance Committee Charter

FOAMEX INTERNATIONAL INC.
NOMINATING & GOVERNANCE COMMITTEE CHARTER


I. Purpose

The primary objectives of the Nominating & Governance Committee (the “Committee”) of the Board of Directors (the “Board”) of Foamex International Inc. (the “Company”) is to assist the Board by (a) identifying individuals qualified to become Board members, reviewing the qualifications of individuals proposed for nomination as directors, and recommending director nominees for the Board to propose at the next annual meeting of stockholders of the Company; and (b) developing and recommending to the Board corporate governance guidelines (including Board member qualification standards) and a code of ethics applicable to the Company.

II. Organization

The Committee shall consist of three or more directors, each of whom shall satisfy the applicable independence requirements of The Nasdaq Stock Market, Inc. (“Nasdaq”) and any other applicable legal or regulatory requirements, including requirements under the federal securities laws.

The members of the Committee shall be appointed and may be removed by the Board.

The Committee may form and delegate authority to subcommittees when appropriate.

III. Meetings

The Committee shall meet at least four times per year on a quarterly basis, and more frequently as necessary to carry out its responsibilities. Any member of the Committee may request that the Chairman of the Committee (the “Chairman”) call a meeting of the Committee.
IV. Authority and Responsibilities

To fulfill its responsibilities, the Committee shall:

1.       Perform the following functions: (i) identify individuals qualified to become directors; (ii) review qualifications of individuals proposed for nomination as directors by other directors or any stockholders in accordance with the Company’s by-laws, and report its view on such recommendations to the Board; and (iii) recommend for consideration by the full Board of Directors director nominees for the next annual meeting of stockholders of the Company. These responsibilities include working with the full Board to establish and review from time to time criteria for Board membership, reviewing candidates’ qualifications and any potential conflicts with the Company’s interests, assessing the contributions of current directors in considering their re-nomination and making recommendations to the full Board with respect to these matters. In reviewing an individual’s qualifications for nomination as a director, in addition to any actions the Committee shall determine to undertake, the Committee shall:

o                                conduct an appropriate review of the individual’s background;

o                                review the individual’s past professional experiences and assess the extent to which such experiences shall be useful to the Board and the Company, including considering such individual’s skills, knowledge, perspective, broad business judgment and leadership, relevant specific industry or regulatory affairs knowledge, business creativity and vision, experience, age and diversity, all in the context of an assessment of the perceived needs of the Board at that time;

o                                introduce the individual to the Board and to the Company’s senior management and solicit their comments regarding such individual’s qualifications for nomination as a director;

o                                provide the individual background material, including the Company’s corporate governance guidelines and code of ethics; and

o                                assess the individual’s independence in accordance with the criteria developed by the Committee and with the requirements of Nasdaq and any other applicable legal or regulatory requirements, including requirements under the federal securities laws.


The selection and nomination of director nominees need not be subject to the process set forth herein (i) if such director is a director appointed by the holders of preferred stock of the Company in accordance with the Company’s by-laws and certificate of incorporation or (ii) in the event that the Company is legally required by contract or otherwise to provide third parties with the ability to designate directors.

2.       Annually review, and recommend any appropriate changes to, the composition of Board committees and make recommendations to the Board regarding (i) the membership of directors on committees of the Board, other than the Committee, and (ii) the nomination of additional directors to fill committee vacancies as needed. In the event that a director vacancy arises, the Committee shall seek and identify a qualified director nominee to be recommended to the Board for appointment by the Board to serve the remainder of the term of the director position that is vacant until a successor is elected and qualified.

3.       Make recommendations to the Board with respect to potential successors to the Chief Executive Officer for purposes of both an emergency succession plan in the event of an unexpected loss of the Chief Executive Officer and an orderly or planned succession of the Chief Executive Officer.

4.       Establish criteria for determining director independence in accordance with the requirements of Nasdaq, applicable laws and regulations, review the qualifications and independence of the members of the Board and its various committees on a periodic (at least annual) basis and make recommendations to the Board concerning any proposed changes in the composition, size or membership of the Board, or any of its committees.

5.       Conduct an evaluation of, and receive comments from all directors as to, the Board’s and management’s performance and report annually to the Board with an assessment of the Board’s and management’s performance.

6.       Recommend to the Board such changes to the Board’s committee structure and committee functions, as the Committee deems advisable.

7.       Prepare and recommend to the Board a set of corporate governance guidelines and a code of ethics applicable to the Company, and review and reassess the adequacy of such guidelines and code annually, including recommending to the Board any changes deemed appropriate by the Committee.

8.       Review and assess the quality and clarity of the corporate governance information provided to the Board and its committees by management and direct management as the Committee deems appropriate with respect to such materials.

9.       Confirm that each standing committee of the Board has a charter in effect, that each charter complies with all applicable laws and regulations, that such charter is reviewed at least annually by its committee, and that each standing committee of the Board operates in accordance with its charter.

10.    Review and reassess the adequacy of this Charter annually and recommend to the Board any changes deemed appropriate by the Committee.

11.    Establish and maintain an orientation program for new directors and a continuing education program for continuing directors.

12.    Conduct, and present to the Board, an annual evaluation of the Committee’s performance.

13.    Delegate its authority to its members as the Committee deems appropriate; provided, that any delegate shall report any actions taken by him or her to the whole Committee at its next regularly scheduled meeting.

14.    Appoint one of its members as the Chairman. The Chairman shall be responsible for leadership of the Committee, including preparing the agenda, presiding over the meetings, making Committee assignments and reporting for the Committee to the Board at its next regularly scheduled meeting following the meeting of the Committee.

15.    Report regularly to the Board at any time and with respect to any matters within the purview of the Committee’s authority and responsibility set forth in this Charter.

16.    Perform any other activities consistent with this Charter, the Company’s by-laws and governing law as the Committee or the Board deems appropriate.



V. Resources

The Committee shall have the sole authority to retain and terminate a search firm to be used to identify director candidates and the authority to retain other professionals to assist it with any background checks. The Committee shall also have authority to obtain advice and assistance from internal or outside legal, accounting or other advisors it determines necessary to carry out its duties.
The Committee shall have the sole authority to determine the extent of funding necessary for payment of compensation to any search firm and the authority to determine the extent of funding necessary for payment of compensation to any other professionals or advisors retained to advise the Committee.


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This Charter was adopted by the Board of Directors of the Company on September 25, 2003.