Charter of the Governance and Nominating Committee of the Board of Directors


Benedict P. Rosen, Chairperson
Dr. Glenn R. Brown
William W. Colville
William D. Ginn
Stephen R. Hardis
Eric T. Nord

I. Organization and Functioning

There shall be a committee of the Board of Directors to be known as the Governance and Nominating Committee (the "Committee"). The Committee shall be comprised of at least three Directors who shall be appointed initially by the Board and thereafter by the Board after considering the recommendation of the Committee. The Committee shall only include directors who satisfy the independence standards of the National Association of Securities Dealers (NASD). The Board shall designate one member of the Committee as its Chairperson. Members of the Committee shall serve until their resignation, retirement, removal by the Board or until their successors are appointed.

The Committee shall meet at least twice each year and hold such other meetings from time to time as may be called by its Chairperson or any two members of the Committee. A majority of the members of the Committee shall constitute a quorum of the Committee. A majority of the members in attendance shall decide any question brought before any meeting of the Committee.

The Committee shall keep minutes of its proceedings that shall be signed by the person whom the Chairperson designates to act as secretary of the meeting. The minutes of a meeting shall be approved by the Committee at its next meeting, shall be available for review by the entire Board, and shall be filed as permanent records with the Secretary of the Company.

At each meeting of the Board following a meeting of the Committee, the Chairperson of the Committee shall report to the full Board on the matters considered at the last meeting of the Committee.

At least annually and in Executive Session, the Board shall provide the Committee with an evaluation of the Committee's performance.

II. Statement of Purpose

The purpose of the Committee is to ensure that the Board and its Committees are appropriately constituted so that the Board and Directors may effectively meet their fiduciary obligations to shareholders and the Company. To accomplish this purpose, the Committee shall:

(a) Identify individuals qualified to become Board members and recommend to the Board the Director nominees for the next annual meeting of shareholders and candidates to fill vacancies in the Board;

(b) Recommend to the Board annually the Directors to be appointed to Board committees;

(c) Annually review and, at the Committee's discretion, adjust Director and Committee member compensation;

(d) Monitor and evaluate annually how effectively the Board and the Company have implemented the policies and principles of the Governance Guidelines.

III. Specific Duties and Responsibilities

1. Recommend Nominees for Election as Directors
The Committee shall recommend to the Board the Director nominees for the next annual meeting of shareholders and persons to fill vacancies in the Board that occur between meetings of shareholders. In carrying out this responsibility, the Committee shall:

(a) Determine the desired Board skills and attributes and, when appropriate, conduct searches for prospective Board members whose skills and attributes reflect those desired;

(b) Consider nominees submitted by shareholders; and

(c) Prior to recommending a nominee for election, determine that the election of the nominee as a Director would meet the Company's Governance Guidelines.

2. Recommend Appointments to Board Committees
The Committee shall annually recommend to the Board the Directors to be appointed to the various committees of the Board. The Committee shall consider the desired qualifications for membership on each Committee, the availability of the Director to meet the time commitment required for membership on the particular committee and the extent to which there should be a policy of periodic rotation of Committee members and Chairpersons.

3. Directors and Committee Member Compensation
The Committee shall review the annual report from the Chief Executive Officer with respect to compensation of the Directors and Committee members in relation to a peer group of U.S. manufacturing companies. Thereafter, the Committee, at its discretion, may adjust an annual retainer and per meeting remuneration for each Board and Committee meeting attended.

4. Monitor and Evaluate the Governance Guidelines
The Committee shall annually review the Governance Guidelines for the purposes of:

(a) Determining whether the Guidelines are being effectively adhered to and implemented;

(b) Ensuring that the Guidelines are appropriate for the Company and comply with applicable laws, regulations and listing standards; and

(c) Recommending any appropriate changes in the Guidelines to the Board.

In addition, the Committee shall consider any other corporate governance issues that may arise, from time to time, and develop appropriate recommendations to for the Board's consideration and approval.

5. Board Orientations and Continuing Education
The Committee shall be responsible for the development of an orientation program for new directors. The program should include background material, meetings with senior management and visits to Company facilities.

The Committee shall annually report to the Board on continuing education of directors with respect to the Company's business and financial statements, corporate governance, and other appropriate subjects.

6. Engagement of Advisors
The Committee shall have the sole authority to engage third party advisors for a fee to assist the Committee in identifying and evaluating director candidates. The Committee shall also have authority to obtain advice and assistance from internal or external legal, accounting or other advisors. The Committee may request any officer or employee of the Company or the Company's outside counsel to attend a meeting of the Committee or to meet with any member of, or consultants to, the Committee.

7. Self-Assessment
Pursuant to Section 10 of the Company's Governance Guidelines, the Committee shall conduct and review with the Board of Directors annually an assessment of the Committee's performance with respect to the requirements of this Charter. In conjunction therewith, the Committee shall review and assess the adequacy of this Charter and recommend any proposed changes to the Board for approval.