Charter of the Nominating Committee of the Board of Directors
1. Purpose of the Committee
The purpose of the Nominating Committee (the “Committee”) of the Board of Directors (the “Board”) of SPSS Inc. (“SPSS”) is to assist the Board in identifying qualified individuals to become members of the Board.
2. Committee Composition.
(a) Composition. The Committee shall consist of at least three (3) members of the Board who satisfy the membership requirements set forth in Section 2(c) below.
(b) Appointment; Removal. The Committee members shall be appointed by the Board to serve for a one (1) year term or until their successors shall be duly elected and qualified. Each Committee member may be removed by the Board in its sole
(c) Membership Requirements. Each Committee member must qualify as an “independent” director under the rules applicable to companies listed on the NASDAQ.
Notwithstanding the membership requirements set forth in this Section 2(c), one director who does not qualify as “independent” under the rules applicable to companies listed on the NASDAQ may still serve as a member of the Committee if the Board determines that, under exceptional and limited circumstances, such
individual’s membership on the Committee is required by the best interests of the Company and its stockholders and such individual meets certain alternate criteria established by the NASDAQ rules.
(d) Committee Chairman. The Board may designate a chairman of the Committee. If the Board does not designate a Chairman, the Committee members shall elect a Chairman by a vote of a majority of the Committee.
The Committee shall meet at least one (1) time per year, or more frequently, as circumstances dictate.
4. Duties of the Committee
The Committee shall have the power and authority to perform the following duties:
(a) Establish criteria for selecting new members of the Board. A determination regarding the experience and qualification of each Board member shall be made prior to the time that each Board member is initially elected to serve as a member of the Board.
(b) Within six (6) months prior to the Annual Meeting of Stockholders at which a Board member’s term expires, review the qualifications, participation and contribution of such Board member and determine whether any reason exists to cause the
Committee to conclude that such director should not be nominated to stand for reelection to the Board.
(c) Establish criteria for selecting members of the Board committees and recommend slates of directors to be elected as members of each Board committee.
(d) Perform any other activities consistent with this Charter, the Company’s Certificate of Incorporation or By-laws and any other governing law, as the Committee or the Board deems necessary or appropriate.
The Committee shall have the authority to retain such consultants, outside counsel or other advisors as the Committee may deem appropriate, in its sole discretion.
6. Reports to the Board
The Committee shall report all material findings and all recommendations that may arise at a meeting of the Committee to the entire Board. Such report shall be made at the Board
meeting immediately following the relevant Committee meeting.
7. Performance Evaluation and Charter Review
On an annual basis, the Committee shall:
(a) evaluate its performance and report its conclusions to the Board; and
(b) review this Charter and recommend any proposed changes thereto to the Board for approval
(1) Such individual must not be a current officer or employee of the Company or a family member of such officer or employee. Such individual may be appointed to the Committee for a term of not more than two (2) years. If the foregoing exception is applied to any Committee member, the Company will be required to disclose in its next proxy statement the nature of the relationship and the reasons for the Board’s determination.