Governance and Directors Nominating Committee Charter

I. Purpose

The Governance and Directors Nominating Committee (the "Committee") is created by the Board of Directors of the Company to:

         identify individuals qualified to become Board members, and recommend to the Company's shareholders director nominees for election at the next meeting of shareholders at which directors are to be elected or, subject to the approval of the Board, to fill any vacancies or newly created directorships that may occur between such meetings;

         recommend directors for appointment to Board committees;

         develop and implement director orientation and continuing education programs;

         evaluate Board performance;

II. Membership

The Committee shall consist of at least four members, comprised solely of independent directors meeting the independence requirements of the Nasdaq Stock Market, except to the extent otherwise permitted by the rules of the Nasdaq Stock Market. Committee members shall be appointed in accordance with the provisions of the Company's Articles of Incorporation.

III. Authority and Responsibilities

In addition to any other responsibilities which may be assigned from time to time by the Board, the Committee is responsible for the following matters:

Board/Committee Nominees

         The Committee shall oversee searches for and identify qualified individuals for membership on the Board of Directors.

         The Committee shall establish criteria for Board and Board committee membership, including as to director independence, and shall recommend individuals for membership on the Board of Directors and directors for appointment to the committees of the Board. In making its recommendations, the Committee shall:

         review candidates' qualifications for membership on the Board or a committee of the Board (including making a specific determination as to the independence of each candidate) based on the criteria established by the Committee (and taking into account any particular standards that may be required under law or Nasdaq Stock Market rules for committee membership purposes);

         in evaluating current directors for re-nomination to the Board or re-appointment to any Board committees, assess the performance of such director;

         periodically review the composition of the Board and its committees in light of the current challenges and needs of the Board and each committee, and determine whether it may be appropriate to add or remove individuals after considering issues of judgment, diversity, age, skills, background and experience; and

         consider any other factors that are set forth in the Company's Corporate Governance Guidelines or are deemed appropriate by the Committee.

Evaluating the Board and Its Committees

         Periodically the Committee shall lead the Board in a self-evaluation to determine whether it and its committees are functioning effectively. The Committee shall oversee the evaluation process and report on such process and the results of the evaluations, including any recommendations for proposed changes, to the Board.

         The Committee shall periodically review the size and responsibilities of the Board and its committees and recommend any proposed changes to the Board.

Corporate Governance Matters

         The Committee shall develop and recommend to the Board the Corporate Governance Guidelines and Code of Business Conduct and Ethics for the Company. Periodically, the Committee shall review and reassess the adequacy of such Corporate Governance Guidelines and Code of Business Conduct and Ethics and recommend any proposed changes to the Board.

         The Committee shall be responsible for any tasks assigned to it in the Corporate Governance Guidelines.

         The Committee shall oversee compliance with the Corporate Governance Guidelines and Code of Business Conduct and Ethics and report on such compliance to the Board. The Committee shall also review and consider any requests for waivers of the Corporate Governance Guidelines or Code of Business Conduct and Ethics for the Company's directors, executive officers and other senior financial officers, and shall make a recommendation to the Board with respect to such request for a waiver.

         The Committee shall review potential conflicts of interest involving directors and shall determine whether such director or directors may vote on any issue as to which there may be a conflict.

Director Orientation and Continuing Education

         The Committee shall develop and review an orientation and continuing education program for directors meeting the requirements set forth in the
Corporate Governance Guidelines.

Business Resiliency

         The Committee shall periodically review and assess the adequacy of the plans and procedures of the Company which are designed to address such items as business risk assessment and management, business continuity, physical and cyber security and emergency communications.

Reporting to the Board

         The Committee shall report to the Board periodically. This report shall include a review of any recommendations or issues that arise with respect to Board or committee nominees or membership, Board performance, corporate governance or any other matters that the Committee deems appropriate or is requested to be included by the Board.

         The Committee shall periodically review and assess the adequacy of this charter and recommend any proposed changes to the Board for approval.

IV. Procedures

The Committee shall meet as often as it determines is appropriate to carry out its responsibilities under this charter. The Chair of the Committee, in consultation with the other Committee members, shall determine the frequency and length of the Committee meetings and shall set meeting agendas consistent with this charter.

The Committee may delegate its authority to subcommittees or the Chair of the Committee when it deems appropriate and in the best interests of the Company.