A.       PURPOSE
  The purpose of the Nominating and Corporate Governance Committee is to:

o        identify individuals qualified to become independent Board members;

o        recommend to the Board the persons to be nominated for election as independent directors at any meeting of the stockholders;

o        review from time to time the corporate governance principles applicable to the Company;

o        monitor significant developments in the law and practice of corporate governance and of the duties and responsibilities of directors of public companies;

o        lead the Board and each committee of the Board in its annual performance self-evaluation, including establishing criteria to be used in connection with such evaluation; and

o        develop and recommend to the Board and administering the Corporate Governance Guidelines of the Company.
 

B.       STRUCTURE AND MEMBERSHIP
 

1.        Number. The Nominating and Corporate Governance Committee shall consist of such number of directors as the Board shall from time to time determine.

2.        Independence. Except as otherwise required by the applicable rules of the New York Stock Exchange, the members of the Nominating and Corporate Governance Committee need not be an “independent director” as defined by such rules. Without limiting the forgoing, so long as the Company is a “controlled company” as defined by the applicable rules of the New York Stock Exchange, the members of the Nominating and Corporate Governance Committee need not be “independent directors” as defined by such rules.

3.        Chair. Unless the Board elects a Chair of the Nominating and Corporate Governance Committee, the Committee shall elect a Chair by majority vote.

4.        Compensation. The compensation of Nominating and Corporate Governance Committee members shall be as determined by the Board.

5.        Selection and Removal. Members of the Nominating and Corporate Governance Committee shall be appointed by the Board. In the case of independent directors, such appointment shall be upon the recommendation of the Nominating and Corporate Governance Committee. The Board may remove members of the Nominating and Corporate Governance Committee from such Committee, with or without cause.
 

C.       AUTHORITY AND RESPONSIBILITIES

General
 
The Nominating and Corporate Governance Committee shall discharge its responsibilities, and shall assess the information provided by the Company’s management, in accordance with its business judgment.

Board and Committee Membership

0.        Selection of Director Nominees. Subject to any contractual or legal requirement of the Company to provide third parties with the ability to nominate independent directors, the Nominating and Corporate Governance Committee shall be responsible for (i) identifying individuals qualified to become independent Board members, consistent with criteria set forth in the Company’s Corporate Governance Guidelines and this Charter, and (ii) recommending to the Board the persons to be nominated for election as independent directors at any meeting of stockholders and the persons to be elected by the Board to fill any independent director vacancies on the Board. In making such recommendations, the Committee shall consider candidates proposed by stockholders. The Committee shall review and evaluate information available to the Committee regarding independent candidates proposed by stockholders and shall apply the same criteria, and shall follow substantially the same process in considering them, as it does in considering other independent candidates.

1.        Criteria for Selecting Directors. The Board is responsible for approving criteria for selecting independent directors. The Nominating and Corporate Governance Committee shall use such criteria and the principles set forth in the Company’s Corporate Governance Guidelines to guide its independent director selection process.
The Committee shall be responsible for reviewing with the Board, on an annual basis, the requisite skills and criteria for new independent Board members as well as the composition of the independent members of the Board as a whole in light of the characteristics of independence, age, skills, experience and availability of service to the Company of its members and of its anticipated needs. The Committee may adopt, and periodically review and revise as it deems appropriate, procedures regarding director candidates recommended by stockholders.

2.        Change in Status. The Committee shall, upon a significant change in a director’s principal occupation, review, as appropriate and in light of the then current Board policies as reflected in the Company’s Corporate Governance Guidelines, the continued Board membership of such director.

3.        Search Firms. The Nominating and Corporate Governance Committee shall have the sole authority to retain and terminate any search firm to be used to identify independent director nominees, including sole authority to approve the search firm’s fees and other retention terms. The Committee is empowered, without further action by the Board, to cause the Company to pay the reasonable compensation of any search firm engaged by the Committee.

4.        Selection of Committee Members. The Nominating and Corporate Governance Committee shall be responsible for recommending to the Board the independent directors, if any, to be appointed to each committee of the Board.

Corporate Governance

o        Corporate Governance Guidelines. The Committee shall, from time to time as it deems appropriate, review and reassess the adequacy of the Company’s Corporate Governance Guidelines and recommend any proposed changes to the Board for approval.

o        Legal Developments. The Nominating and Corporate Governance Committee shall advise the Board periodically with respect to significant developments in the law and practice of corporate governance as well as the Company’s compliance with the Company’s Corporate Governance Guidelines and applicable laws and regulations, and make recommendations to the Board on all matters of corporate governance and on any corrective action to be taken, as the Committee may deem appropriate.

o        Code of Business Conduct and Ethics. The Nominating and Corporate Governance Committee shall recommend changes to the Company’s Code of Business Conduct and Ethics to the Board as the Committee may deem appropriate.

Evaluation of the Board; Succession Planning

9.        Evaluation of the Board. The Nominating and Corporate Governance Committee shall be responsible for overseeing an annual self-evaluation of the Board to determine whether it and its committees are functioning effectively.
The Nominating and Corporate Governance Committee shall establish criteria and processes for, and lead the Board and each committee of the Board in, its annual performance self-evaluation. Each performance self-evaluation shall be discussed with the Board.

10.     Succession. The Nominating and Corporate Governance Committee shall oversee an annual review by the Board of management succession planning, which shall include transitional leadership in the event of an unplanned vacancy.

11.     Additional Powers. The Nominating and Corporate Governance Committee shall have such other duties as may be delegated from time to time by the Board of Directors.
 

B.       PROCEDURES AND ADMINISTRATION
 

9.        Meetings. The Nominating and Corporate Governance Committee shall meet as often as it deems necessary in order to perform its responsibilities. The Committee shall keep such records of its meetings as it shall deem appropriate, provided that it shall meet at least two times per year.

10.     Agenda. The Chair of the Nominating and Corporate Governance Committee shall develop and set the Committee’s agenda, in consultation with other members of the Committee, the Board and management. The agenda and information concerning the business to be conducted at each Committee meeting shall, to the extent practical, be communicated to the members of the Committee sufficiently in advance of each meeting to permit meaningful review.

11.     Subcommittees. The Nominating and Corporate Governance Committee may form and delegate authority to one or more subcommittees (including a subcommittee consisting of a single member), as it deems appropriate from time to time under the circumstances.

12.     Reports to the Board. The Nominating and Corporate Governance Committee shall report regularly to the Board.

13.     Charter. The Nominating and Corporate Governance Committee shall, from time to time as it deems appropriate, review and reassess the adequacy of this Charter and recommend any proposed changes to the Board for approval.

14.     Independent Advisors. The Nominating and Corporate Governance Committee shall have the authority to engage such independent legal and other advisors as it deems necessary or appropriate to carry out its responsibilities. Such independent advisors may be the regular advisors to the Company. The Committee is empowered, without further action by the Board, to cause the Company to pay the reasonable compensation of such advisors as established by the Committee.

15.     Investigations. The Nominating and Corporate Governance Committee shall have the authority to conduct or authorize investigations into any matters within the scope of its responsibilities as it shall deem appropriate, including the authority to request any officer, employee or advisor of the Company to meet with the Committee or any advisors engaged by the Committee.

16.     Annual Self-Evaluation. At least annually, the Nominating and Corporate Governance Committee shall evaluate its own performance, and review its compliance with this Charter. The Committee shall conduct such evaluation and review in such manner as it deems appropriate and recommend any changes to the Board of Directors.

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The foregoing list of duties is not exhaustive, and the Nominating and Corporate Governance Committee may, in addition, perform such other functions as may be necessary or appropriate for the performance of its duties. The Nominating and Corporate Governance Committee shall have the power to delegate its authority and duties to subcommittees or individual members of the Committee as it deems appropriate.