NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER
Adopted: February 11, 2003
Reaffirmed: November 2, 2005


Organization and Member Qualifications

The nominating and corporate governance committee shall be comprised of at least three directors appointed by the Board, each of whom shall comply with the independence and other member qualification requirements of the Nasdaq Stock Market, Inc. and all legal requirements.


Committee Purpose and Authority

The nominating and corporate governance committee’s primary purpose is to provide oversight on the broad range of issues surrounding the composition and operation of the Board of Directors, including identifying individuals qualified to become Board members, recommending to the Board director nominees for the next annual meeting of shareholders and recommending to the Board a set of corporate governance principles applicable to the Company. The committee shall recruit, screen, interview and select prospective candidates for Board membership as necessary to fill vacancies or to meet the needs of the Board. The committee also provides assistance to the Board in the areas of committee member selection, evaluation of the overall effectiveness of the Board and committees of the Board, and review and consideration of corporate governance practices.

The committee shall have the sole authority to recommend to the Board candidates for Board membership, unless such authority belongs to a third party under the terms of the Company’s Articles of Incorporation, By-laws or any shareholder agreement that allocates the right to nominate directors to a third party.


Responsibilities

In meeting its responsibilities, the nominating committee will:

Nomination of Directors

• Evaluate and identify:

• nominees to fill vacancies on the Board that occur in between meetings of the shareholders; and

• prior to each annual meeting of shareholders, a slate of nominees to be presented for shareholder approval at the annual meeting.

• Consider nominees recommended by shareholders of record who comply with the shareholder nomination procedures established in the By-laws.

• Evaluate the qualifications and performance of each incumbent director prior to the end of his or her term and determine whether to nominate him or her for re-election to the Board.

• Review the Board’s committee structure no less than annually and recommend to the Board for its approval the directors to serve as members of each Board committee, keeping in mind the committee independence requirements of the Nasdaq Stock Market, Inc. and all legal requirements.

• Evaluate no less than annually the appropriateness of the composition and size of the Board of Directors. In carrying out this responsibility, the committee shall consider:

• the director independence requirements of the Nasdaq Stock Market, Inc. and all legal requirements;

• the collective educational and business experience of the members of the Board;

• the long-term interests of the Company’s shareholders; and

• any other criteria deemed relevant by the committee.

• Determine whether at least one member of the Company’s audit committee is a “financial expert,” as that term is defined by the SEC in rulemaking under Section 407 of the Sarbanes-Oxley Act of 2002 and the Nasdaq Stock Market, Inc. If no member of the audit committee meets the “financial-expert” qualifications, the committee should identify one or more candidates for nomination who meet the qualifications, no later than may be required by such rulemaking.


Evaluations of the Board of Directors and Committees of the Board

• Evaluate and make recommendations to the full Board regarding the number and accountability of committees of the Board.

• No less than annually, solicit input from the full Board and conduct a review of the effectiveness of the operation of the Board and Board committees.


Corporate Governance

• Develop and recommend to the full Board for its approval a set of corporate governance principles. Review the principles no less than annually for the purposes of:

• determining whether the principles are being effectively adhered to and implemented;

• ensuring that the principles are appropriate for the Company and comply with applicable laws, regulations, and Nasdaq listing standards; and

• recommending any desirable changes in the principles to the full Board.


Director Orientation and Continuing Education

• Develop (i) an orientation program for new directors, including meetings with senior management and visits to Company facilities and (ii) a director continuing education program that comply with the director education requirements of the Nasdaq Stock Market, Inc. and all legal requirements.

• Monitor the continuing education needs of directors with respect to the Company’s business, financial statements, corporate governance policies and other appropriate subjects and recommend action to the Board, individual directors and management when appropriate.


Regulatory and Other Requirements

• Monitor services unrelated to Board membership provided by non-employee directors to the Company and its subsidiaries.

• Prior to publication, review and approve the “election of directors” section of the Company’s proxy statement.

• Review the committee’s charter annually and recommend proposed changes to the Board if necessary or advisable.

• Carry out such other duties and responsibilities as may be assigned to the committee from time to time by the Board and/or the Chairman of the Board.


Process

The nominating and corporate governance committee shall meet at least once annually and more frequently if the committee deems it to be appropriate. The committee shall make regular reports of its activities to the Board. When discussing candidates for nomination, the committee shall meet in executive session.

The committee may delegate authority to one or more members when appropriate, provided that decisions made pursuant to such delegated authority shall be presented to the full committee at its next scheduled meeting.

The committee shall be empowered to retain independent legal counsel, accountants or other advisors, and the Company shall provide for appropriate funding for such advisors. The committee shall have the sole authority to retain and terminate any consulting firm used to identify director candidates.