OPNET TECHNOLOGIES, INC.
NOMINATING COMMITTEE CHARTER
by the Board of Directors on September 13, 2004
The purpose of the Nominating Committee is to
recommend to the Board of Directors the persons to be nominated for election as
directors at any meeting of stockholders.
Structure and Membership
Number. The Nominating Committee shall consist of such number of
directors as the Board shall from time to time
Independence. Except as otherwise permitted by the
applicable rules of NASDAQ, each member of the Nominating Committee shall be an “independent
director” as defined by such rules.
Chair. The Board of Directors shall elect the Chair of the
Compensation. The compensation of Nominating Committee members shall be as
determined by the Board.
Selection and Removal. Members of the Nominating Committee shall be appointed by the
Board. The Board may remove members of
Committee from such Committee, with or without cause.
Authority and Responsibilities
The Nominating Committee shall discharge its
responsibilities, and shall assess the information provided by the Company’s
management, in accordance with its business judgment.
Selection of Director Nominees. Except where the Company is legally required
by contract, bylaw or otherwise to provide third parties with the right to
nominate directors, the Nominating
Committee shall be responsible for recommending to the Board the
nominees for election as directors at any meeting of stockholders and the
persons to be elected by the Board to fill any vacancies on the Board. In making such recommendations, the Committee
shall consider candidates proposed by stockholders. Stockholders may recommend individuals to the
Committee for consideration as potential director candidates by submitting
their names, together with appropriate biographical information and background
materials and a statement as to whether the stockholder or group of
stockholders making the recommendation has beneficially owned more than 5% of
the Company’s common stock for at least a year as of the date such
recommendation is made, to the Committee, c/o the Company’s Secretary, at the
Company’s principal executive office. Assuming that appropriate biographical
and background material has been provided on a timely basis, the Committee
shall review and evaluate information available to it regarding any candidate
proposed by stockholders and shall apply the same criteria, and shall follow
substantially the same process in considering a candidate proposed by
stockholders, as it does in considering other candidates.
Criteria for Selecting Directors. In selecting director nominees for
recommendation to the Board, the Nominating
Committee shall consider: i) the nominee’s reputation for integrity,
honesty, and adherence to high ethical standards, ii) the nominee’s
demonstrated business acumen, financial literacy, experience and ability to
exercise sound judgments in matters that relate to the current and long-term
objectives of the Company, and iii) whether the nominee is willing and able to
contribute positively to the decision-making process of the Company. The Board or the Committee may, from time to
time, adopt additional criteria for director nominees.
Application of Criteria to
Existing Directors. The renomination of existing directors
should not be viewed as automatic, but should be based on continuing
qualification under the criteria set forth above. In addition, the Nominating Committee shall consider the existing
directors’ performance on the Board and any committee, which shall include
consideration of the extent to which the directors undertook continuing
Use of Charter and Guidelines. The Board and the Nominating Committee shall use the criteria as
set forth in this Charter to guide the director and nominee selection
process. The Committee shall be
responsible for reviewing with the Board, on an annual basis, the requisite
skills and criteria for new Board members as well as the composition of the
Board as a whole. The Committee may
adopt, and periodically review and revise as it deems appropriate, procedures
regarding director candidates proposed by stockholders.
Additional Powers. The Nominating Committee shall have such other duties
as may be delegated from time to time by the Board of Directors.
Procedures and Administration
Meetings. The Nominating Committee shall meet as often as it
deems necessary in order to perform its responsibilities. The Committee shall keep such records of its
meetings as it shall deem appropriate.
Subcommittees. The Nominating Committee may form and delegate
authority to one or more subcommittees (including a subcommittee consisting of
a single member), as it deems appropriate from time to time under the
Charter. The Nominating Committee shall, from time to time as
it deems appropriate, review and reassess the adequacy of this Charter and may
recommend proposed changes to the Board
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