Nominating Committee Charter

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Organization

There shall be a standing committee of the Board of Directors to be known as the Nominating Committee (the "Committee"). The membership of the Committee shall be comprised of at least three members of the Board of Directors, each of whom is independent as defined by the rules of the NASDAQ Stock Market. The Board of Directors shall annually designate the members of the Committee. A majority of the Committee members shall constitute a quorum for the transaction of business. The action of a majority of those present at a meeting at which a quorum is present shall be the action of the Committee. The Committee shall meet as required, but at least once annually prior to the preparation of the proxy materials to be sent to the Company's shareholders in connection with the annual meeting of shareholders. The Committee shall keep a record of its actions and proceedings, and make a report thereof from time to time to the Board of Directors.

 

Purposes

The purposes of the Committee are to identify individuals qualified to become Board members, consistent with criteria approved by the Board, and to select the director nominees to stand for election at each annual meeting of shareholders.

 

Responsibilities

In furthering its objectives, the Committee shall:

 

Develop, and recommend to the Board for adoption, qualifications for members of the Board and its committees and criteria for their selection, and periodically review such qualifications and criteria and recommend for adoption by the Board changes which the Committee determines advisable;

Identify, review the qualifications of, and interview potential candidates to fill Board positions;

Review the suitability for continued service as a director of each Board member prior to the expiration of his or her term;

Select the nominees to stand for election at each annual meeting of shareholders;

Promptly report to the Board the results of its meetings and actions; and

Review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval.

Authority

The Committee shall have the sole authority to retain and terminate any search firm to be used to identify director candidates and shall have sole authority to approve the search firm's fees and other retention terms.

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

The Committee shall also have authority to obtain advice and assistance from internal or external legal, accounting or other advisors.

Adopted: December 6, 2003