NOMINATING COMMITTEE CHARTER

Statement of Purpose

The Nominating Committee’s (“Committee”) role is to recommend to the full Board the slate of director nominees for election to the Company’s Board of Directors, to identify, evaluate and recommend candidates to fill vacancies occurring between annual shareholder meetings, and to perform any related duties at the request of the full Board.


Structure and Membership

Number. The Committee shall consist of such number of directors as the Board shall from time to time determine.
Independence. Each member of the Committee shall be “independent” as defined by applicable laws and the rules of The Nasdaq Stock Market.

Chair. Unless the Board elects a Chair of the Committee, the Committee shall elect a Chair by majority vote.
Compensation. The compensation of Committee members shall be as determined by the Board.
Selection and Removal. Members of the Committee shall be appointed by the Board. The Board may remove members of the Committee from such Committee, at its discretion.

Responsibilities

Selection of Director Nominees. The Committee shall be responsible for (i) identifying individuals qualified to become Board members; (ii) recommending to the Board the persons to be nominated by the Board for election as directors at the annual meeting of stockholders and the persons to be elected by the Board to fill any vacancies on the Board; and (iii) to retain and terminate any search firm to be used to identify director candidates and to approve the search firm’s fees and other retention terms.

In making recommendations to the Board the Committee shall review and evaluate information available to it regarding candidates proposed by stockholders and shall apply the same criteria, and shall follow substantially the same process in considering them, as it does in considering other candidates.

Criteria for Selecting Directors. 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. Minimum qualifications for the selection of nominees include but are not limited to nominees who have a reputation for integrity, honesty and adherence to high ethical standards; who have demonstrated business acumen, experience and ability to exercise sound judgments in matters that relate to the current and long-term objectives of the Company; who have a commitment to understand the Company and its industry; and who do not have, nor appear to have a conflict of interest that would impair the nominee’s ability to represent the interests of the stakeholders of the Company.

Evaluations. The Committee shall lead the Board in evaluating potential Board members, including soliciting comments from all directors, preparing a report to the Board with an assessment the individual’s qualifications and making recommendations with respect to such individual’s ability to serve as a Director.

Procedures and Administration

Meetings. The Committee shall meet as often as it deems necessary in order to be perform its responsibilities, but not less than two times per year. The Committee shall keep such records of its meetings as it shall deem appropriate.

Reports to the Board. The Committee shall report regularly to the Board.

Charter. The Committee shall, from time to time as it deems appropriate, review and reassess the adequacy of this Charter and recommend any proposed changes to the Board for approval.

Independent Advisors. The Committee shall have the authority to engage such independent legal and other advisors as it deems necessary or appropriate to carry out its responsibilities. Such independent advisors may be the regular advisors to the Company. The Committee is empowered, without further action by the Board, to cause the Company to pay the compensation of such advisors as established by the Committee.

Investigations. The Committee shall have the authority to conduct or authorize investigations into any matters within the scope of its responsibilities as it shall deem appropriate, including the authority to request any officer, employee or advisor of the Company to meet with the Committee or any advisors engaged by the Committee.