Nominating and Governance Committee Charter




The purposes of the Nominating and Governance Committee are to identify and recommend individuals qualified to become members of the Board of Directors of the Company, to develop and recommend to the full Board of Directors of the Company (“Board”) a set of corporate governance principles applicable to the Company, and oversee the evaluation of the Board and management.


The Committee will consist of two or more members of the Board appointed from time to time by the Board. The Committee will consist solely of directors who meet the independence requirements of the Securities and Exchange Commission and the New York Stock Exchange. Members of the Committee are subject to removal at any time by a majority of the Board without cause. Any resulting vacancy may be filled by the Board.


The Committee will:

1. identify individuals qualified to become Board members consistent with criteria approved by the Board;

2. review and respond to director nominations or recommendations submitted in writing by the Company’s stockholders;

3. recommend to the Board a slate of candidates for presentation to the stockholders at each annual meeting of stockholders and nominees for each vacancy on the Board that occurs between meetings of stockholders;

4. develop and recommend to the Board a set of corporate governance principles and a code of business conduct and ethics for the Company;

5. reassess the Company’s corporate governance principles and code of business conduct
and ethics and recommend to the Board revisions to such principles and code;

6. oversee the annual evaluation of the Board and executive management;

7. conduct an annual performance evaluation of the Committee;

8. provide regular reports of its activities to the Board;

9. review and reassess annually the adequacy of this Charter and recommend any proposed changes to the Board for approval;

10. establish a policy regarding consideration of director candidates recommended by the Company’s stockholders and the procedures to be followed by stockholders that desire to submit such a recommendation; and

11. establish a policy for security holders to send security holder communications, as such term is used in Item 7(h)(2) of Schedule 14A, or any successor provision thereto, to Board members, including whether security holder communications will be screened to determine the communications that will be relayed to Board members.



The Committee will meet once annually, or more frequently as circumstances dictate. A majority of the members of the Committee will constitute a quorum for the transaction of business. In the event of a deadlock regarding any Committee action, the Chairman of the Board shall designate a third Committee member to break or resolve any deadlock.


The Committee will have the resources and authority appropriate to discharge its responsibilities, including the authority to use internal personnel and to engage external search firms to identify director candidates, and will have sole authority to retain and terminate any such search firm and to approve the fees and other retention terms related to the appointment of such firm.

The Committee may delegate its authority to subcommittees established by the Committee from time to time, which subcommittees will consist of one or more members of the Committee and will report to the Committee


This Charter was originally adopted by the Board of Directors on April 26, 2004.