NOMINATING COMMITTEE CHARTER

 

Purpose

 

The Committee is established by the Board of Directors for the following purposes: (i) assisting the Board by actively identifying individuals qualified to become Board members and (ii) recommending to the Board the director nominees for election at the next annual meeting of stockholders.

 

Composition

 

1.

Members. The Committee shall consist of as many members as the Board shall determine, but in any event not fewer than three members. The members of the Committee shall be appointed annually by the Board upon the recommendation of the Committee.

2.

Qualifications. Each member of the Committee shall meet all applicable independence and other requirements of law and the Nasdaq Stock Market, Inc.

3.

Chair. The Chair of the Committee shall be appointed by the Board upon the recommendation of the Committee.

4.

Removal and Replacement. The members of the Committee may be removed or replaced, and any vacancies on the Committee shall be filled, by the Board upon the recommendation of the Committee.

 

Operations

 

1.

Meetings. The Chair of the Committee, in consultation with the Committee members, shall determine the schedule and frequency of the Committee meetings, provided that the Committee shall meet at least two times per year, and additionally, if necessary.

2.

Agenda. The Chair of the Committee shall develop and set the Committee’s agenda, in consultation with other members of the Committee, the Board and management. The agenda and information concerning the business to be conducted at each Committee meeting shall, to the extent practical, be communicated to the members of the Committee sufficiently in advance of each meeting to permit meaningful review.

3.

Report to Board. The Committee shall report its actions to the Board at the next regularly scheduled Board meeting after such action was taken and shall submit to the Board the minutes of its meetings.

4.

Assessment of Charter. The Committee shall conduct an annual assessment of the adequacy of this Charter on an annual basis and recommend any changes to the Board.

 

Authority and Duties

 

1.

The Committee shall identify and recommend to the Board nominees for election or re-election to the Board, or for appointment to fill any vacancy that is anticipated or has arisen on the Board, in accordance with the criteria, policies and principles set forth in this Charter. The Committee shall report to the Board periodically on the status of these efforts. The Committee shall review candidates for the Board recommended by stockholders. The invitation to join the Board shall be extended by the Chairman of the Board.

2.

The Committee shall review with the Board, on an annual basis, the current composition of the Board in light of the characteristics of independence, age, skills, experience and availability of service to the Company of its members and of anticipated needs. The Committee shall establish and review with the Board the appropriate skills and characteristics required of Board members.

3.

The Committee shall, upon a significant change in a director’s principal occupation, review, as appropriate and in light of the then current Board policies, the continued Board membership of such director.

4.

The Committee must be informed by a director in advance of any director accepting an invitation to serve on another public company board. The Committee will inform the Chairman of the Board of any such information. In addition, no director may sit on the board of directors or beneficially own more than 1% of the outstanding equity securities, of any of our competitors in our principal lines of business.

5.

The Committee shall identify and recommend to the Board the names of directors to serve as members of the Audit Committee, the Stock Option and Compensation Committee, as well as the Committee itself. In addition, the Committee shall recommend to the Board a member of each of the aforementioned committees to serve as Chair.

6.

The Committee shall review and make recommendations to the Board with respect to the compensation of the Company’s directors, including, without limitation, equity and equity-based compensation.

 

The foregoing list of duties is not exhaustive, and the Committee may, in addition, perform such other functions as may be necessary or appropriate for the performance of its duties. The Committee shall have the power to delegate its authority and duties to subcommittees or individual members of the Committee as it deems appropriate.

 

The Committee shall have full access to all Company books, records, facilities and personnel. The Committee may retain search firms or advisors to identify director candidates and may also retain counsel or other advisors, in its sole discretion. The Committee shall be given the resources, and shall determine the funding requirements, for the payment of compensation to such search firm and any advisers employed by the Committee, and the payment of the ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties. The Committee shall have sole authority to retain and terminate such search firms or advisors and to review and approve such search firm’s or advisor’s fees and other retention terms.