NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER

Purpose

The purpose of the Nominating and Corporate Governance Committee (the "Committee") of the Board of Directors (the "Board") of Global Power Equipment Group Inc., a Delaware corporation (the "Company"), shall be to assist the Board in fulfilling its responsibilities by (i) identifying qualified individuals to become Board members, (ii) determining the composition of the Board and its committees, (iii) developing, leading and monitoring a process to assess Board effectiveness including an annual review of the performance of the Board and its committees, (iv) developing and recommending corporate governance guidelines applicable to the Company and assisting in the implementation of approved guidelines and (v) assisting the Board and senior management with senior management succession planning.

Composition and Independence

The Committee shall consist of three or more Directors. Members of the Committee shall serve at the pleasure of the Board and for such term or terms as the Board may determine. The Board may remove members of the Committee in its discretion. All members of the Committee shall be independent directors and satisfy the standard for "independence" under the New York Stock Exchange listing standards or any other regulatory body having jurisdiction over the Company, as may be amended from time to time, as determined by the Board.

Authority and Responsibilities

The operation of the Committee shall be subject to the Amended and Restated By-laws of the Company, as in effect from time to time, and Section 141 of the Delaware General Corporation Law. In furtherance of this purpose, the Committee shall have the following authority and responsibilities:

  • To lead the search for individuals qualified to become members of the Board of Directors and to recommend to the Board the persons to be nominated by the Board for stockholder approval at the annual meeting and the persons to be elected by the Board to fill any vacancies on or additions to the Board. As part of this process, the Committee shall take into consideration such factors as it deems appropriate to ensure the Board may fulfill its duties and obligations under applicable law and policies. These factors may include "independence", judgment, skill, diversity, experience with businesses and other organizations of comparable size, experience as an executive with a publicly traded company, the interplay of the candidate's experience with the experience of other Board members, and the extent to which the candidate would be a desirable addition to the Board and any committees of the Board based on the need for required expertise. The Committee may consider candidates proposed by management, but is not required to do so. The Committee shall annually review the number of directors, structure, and composition of the Board and make any necessary recommendations to the Board for its approval.
  • To annually review the Board of Directors' committee structure and to recommend to the Board for its approval directors to serve as members of each committee. The Committee shall review and recommend committee slates annually and shall recommend additional committee members to fill vacancies as needed.
  • To develop and recommend to the Board for its approval a set of corporate governance guidelines applicable to the Company. The Committee shall review the corporate governance guidelines on an annual basis, or more frequently if appropriate, and recommend changes as necessary.
  • To annually review the Company's Code of Business Conduct and Ethics and recommend any changes thereto to the Board. The Committee shall consider any requests for waivers from the Company's Code of Business Conduct and Ethics by any director, executive officer or senior financial officer.
  • To develop and recommend to the Board for its approval an annual self-evaluation process of the Board, collect the results of the evaluations and prepare a report on the results for the Board.
  • To develop and recommend to the Board for its approval an annual self-evaluation process for the committees of the Board. The Committee shall oversee the annual self-evaluations.
  • To annually review and develop with the Company's Chairman and its Chief Executive Officer, development plans and succession planning for the Chief Executive Officer and other senior management of the Company and its key subsidiaries.
  • The Committee shall oversee orientation for new directors to ensure directors are adequately informed of the business of the Company and of their roles and duties as directors. For this process the Committee shall monitor Company management to ensure adequate information is provided to new directors and entertain any recommendations from current members of the Board. The Committee shall also establish guidelines for the retirement of directors from the Board.
  • The Committee shall periodically evaluate Company policies relating to directors including the compensation, director and officer insurance coverage and indemnification policies and make recommendations to the Board and appropriate committees on such matters.
  • The Committee shall seek to ensure that the Board will have a majority of directors who meet the criteria for "independence" required by the New York Stock Exchange and the Company's Corporate Governance Guidelines. In order to provide assistance to the Board in making the determination of the independence of each such director, the Committee may survey directors and report to the Board any instances of matters or circumstances that cause a director not to qualify as independent.
  • To perform any other activities consistent with this charter, the Company's Amended and Restated Certificate of Incorporation and bylaws and applicable law as the Committee or the Board deems appropriate.

Delegation to Subcommittee

The Committee shall have the authority to form and delegate any of its responsibilities (but no greater responsibilities) to one or more subcommittees (including a subcommittee consisting of a single member) as the Committee may deem appropriate in its sole discretion.

Resources and Authority of the Committee

The Committee shall have the resources and authority appropriate to discharge its duties and responsibilities, including the authority to select, retain, terminate and approve the fees and other retention terms of special counsel and other advisors or consultants, including search firms, as it deems appropriate, without seeking approval of the Board or management. With respect to consultants or search firms used to identify director candidates, this authority shall be vested solely in the Committee.

Meetings

The Board shall designate one member of the Committee as its chairperson. The Committee shall meet at least twice per year and as often as may be deemed necessary or appropriate in its judgment, either in person or telephonically, at such times and places as the Committee or its chairperson shall determine.

Reports and Performance Evaluation

The Committee shall report its actions and recommendations to the Board after each Committee meeting.

The Committee shall produce and provide to the Board an annual performance evaluation of the Committee, which evaluation shall compare the performance of the Committee with the requirements of this charter and set forth the goals and objectives of the Committee for the upcoming year. The report to the Board may take the form of an oral report by the chairperson of the Committee or any other member of the Committee designated by the Committee to make this report.

Reviews

The Committee shall review this charter for adequacy from time to time and recommend any changes deemed necessary or desirable to the Board of Directors for its approval.

Approved July 24, 2003