Nominating Committee Charter

 

Purpose

The Nominating Committee is appointed by the Board of Directors to:

*       identify individuals qualified to become board members, and

*       select, or recommend that the Board select, the director nominees for the next annual meeting of shareholders.

Committee Membership

The Committee will be composed entirely of directors who satisfy the definition of "independent" under the listing standards of Nasdaq. The Committee members will be appointed by the Board and shall serve until their successors shall be duly elected and qualified or until their earlier resignation or removal. Unless a Chair is elected by the full Board, the members of the Committee may designate a Chair by majority vote of the full Committee membership.

Meetings

The Committee shall meet as often as its members deem necessary, but at least once each year, to perform the Committee's responsibilities.

Committee Authority and Responsibilities

The Committee will have the authority, to the extent it deems necessary or appropriate, to retain a search firm to be used to identify director candidates. The Committee shall have sole authority to retain and terminate any such search firm, including sole authority to approve the firm's fees and other retention terms. The Committee shall also have authority, to the extent it deems necessary or appropriate, to retain other advisors. The Company will provide for appropriate funding, as determined by the Committee, for payment of compensation to any search firm or other advisors employed by the Committee.

The Committee will make regular reports to the Board and will propose any necessary action to the Board. The Committee will review and reassess the adequacy of this charter annually.The Committee will annually evaluate the Committee's own performance.

The Committee, to the extent it deems necessary or appropriate, will:

*       Identify individuals qualified to become members of the Board. As part of its process, the Committee considers nominees proposed by stockholders of the Company.

*       Select, or recommend to the Board, director nominees to be presented for shareholder approval at the annual meeting.

*       Select, or recommend to the Board, director nominees to fill vacancies on the Board as necessary.

*       Review periodically the structure, size, composition and operation of the Board and each committee of the Board.

*       Adopt and review periodically the qualifications/criteria for the selection of directors and committee members.

*       Review periodically the membership of each committee of the Board and recommend committee assignments to the Board, including rotation, reassignment or removal of any committee member.

*       Consider questions and make recommendations to the Board regarding determinations of independence of the members of the Board.