Nominating and Governance Committee Charter

Purpose

The Nominating and Governance Committee ("Committee") shall determine the slate of director nominees for election to the Company's Board of Directors, identify and recommend candidates between annual shareholder meetings, and oversee, review and make periodic recommendations concerning the Company's corporate governance policies.

Structure and Operations

The Committee shall be comprised of not less than two directors, each of whom shall be an "independent director" as required by the rules of The Nasdaq Stock Market, Inc. ("Nasdaq").

Unless a Chairman is elected by the full Board of Directors, the members of the Committee shall designate a Chairman by majority vote of the full Committee membership. The Chairman will chair all regular sessions of the Committee and set the agendas for Committee meetings.

Authority

The Committee will have the resources and authority to discharge its duties and responsibilities, including the authority to retain outside counsel or other experts or consultants, as it deems appropriate.

Responsibilities and Duties

In carrying out the purposes set forth above, the Committee shall:

Meetings

The Committee will meet periodically as necessary to act upon matters within its jurisdiction. A majority of the total number of members of the Committee shall constitute a quorum at all Committee meetings.