CHARTER OF THE NOMINATING AND CORPORATE GOVERNANCE COMMITTEE OF THE BOARD OF DIRECTORS



Purpose. The Nominating and Corporate Governance Committee is appointed by the Board of Directors to: (i) assist the Board by identifying individuals qualified to become Board members; (ii) recommend to the Board the director nominees for the next annual meeting of stockholders; (iii) recommend to the Board director nominees for each committee; (iv) recommend to the Board corporate governance guidelines applicable to the Company; and (v) lead the Board in its annual review of the Board's performance and oversee the evaluation of management.

Composition and Independence. The Nominating and Corporate Governance Committee shall consist of no fewer than three members. The members of the Committee shall be appointed and replaced by the Board and shall meet the independence requirements of the New York Stock Exchange.

Reports. The Nominating and Corporate Governance Committee shall make regular reports to the Board.

Authority and Responsibilities. The Nominating and Corporate Governance Committee shall have the following authority and responsibilities. This list is set forth as a guide with the understanding that the Committee may diverge from this guide as appropriate given the circumstances.

  1. The Committee shall review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval.
  2. The Committee shall actively seek, as necessary, individuals qualified to become Board members for recommendation to the Board. Qualifications to be considered by the Committee for director candidates include an attained position of leadership in the candidate's field of endeavor, business and financial experience, demonstrated exercise of sound business judgment, expertise relevant to the Company's business, if any, and the ability to serve the interests of all stockholders.
  3. The Committee shall have the sole authority to retain and terminate any search firm to be used to identify director candidates and shall have the sole authority to approve the search firm's fees and other retention terms.
  4. The Committee shall recommend to the Board the director nominees to be presented for stockholder approval at the annual meeting of stockholders.
  5. The Committee shall evaluate candidates for nomination to the Board, including those recommended by stockholders. In that regard, the Committee shall adopt procedures for the submission of recommendations by stockholders as it deems appropriate.
  6. The Committee shall recommend to the Board the director nominees to fill vacancies on the Board as necessary.
  7. The Committee shall review and make recommendations to the Board regarding the composition and size of the Board.
  8. The Committee shall consider the legal and other requirements for the composition of the Company's committees and shall recommend nominees for each committee.
  9. The Committee shall receive comments from all directors and report annually to the Board with an assessment of the Board's performance.
  10. The Committee shall oversee the evaluation of management.
  11. The Committee shall review and reassess the adequacy of the Company's corporate governance guidelines, including reviewing with the Company's General Counsel and the Company's outside counsel legal matters relating to corporate governance, and recommend any proposed changes to the Board for approval.
  12. The Committee shall report annually to the Board on succession planning.
  13. The Committee may form and delegate authority to subcommittees when appropriate.
  14. The Committee shall annually review its own performance.
  15. The Committee shall have the authority to obtain advice and assistance from internal or external legal, accounting or other advisors.