CHARTER OF NOMINATING COMMITTEE OF BOARD OF DIRECTORS OF
MARSH SUPERMARKETS, INC
Purpose. The purpose of the Nominating Committee of the Board of Directors (the "Committee") of Marsh Supermarkets, Inc. (the "Corporation") is to provide assistance to the Corporation's Board of Directors (the "Board") in identifying and recommending individuals qualified to serve as directors of the Corporation and to review the composition of the Board. The Committee shall report on its activities periodically to the Board of Directors and shall review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board of Directors.
Powers and Duties. The function, powers and duties of the Committee are as follows:
1. Identify qualified individuals to serve as members of the Corporation's Board of Directors. In identifying candidates for membership on the Board of Directors, the Committee shall take into account all factors it considers appropriate, which may include (a) ensuring that the Board of Directors, as a whole, is diverse and consists of individuals with various and relevant career experience, relevant technical skills, industry knowledge and experience, financial expertise, and local or community ties and (b) minimum individual qualifications, including strength of character, mature judgment, time availability, familiarity with the Corporation's business and industry, independence of thought and an ability to work collegially. The Committee also may consider the extent to which the candidate would fill a present need on the Board of Directors.
2. Review the qualifications and performance of incumbent directors to determine whether to recommend them to the Board of Directors as nominees for reelection.
3. Review and consider candidates who may be suggested by any director or executive officer of the Corporation, or by any shareholder if made in accordance with the Corporation's Articles of Incorporation, Bylaws, stated procedures and applicable law.
4. Recruit and recommend to the Board of Directors qualified nominees for new or vacant positions on the Corporation's Board of Directors.
5. Review and recommend to the Board of Directors, after consulting with the Chairman of the Board and the Chief Executive Officer, directors to serve as members of the various committees of the Board of Directors.
6. Review considerations relating to Board composition, including size of the board, term and age limits, and the criteria for membership on the Board of Directors.
7. Make such recommendations to the Board of Directors as the Committee may consider appropriate and consistent with its purpose, and take such other actions and perform such services as may be referred to it from time to time by the Board of Directors.
Composition of Committee. The Committee shall be comprised of not less than three Board members, including a Committee Chairman, designated by the Board of Directors, each of whom shall be independent within the meaning of the listing standards set forth by Nasdaq and any other applicable laws, rules, or regulations.
`Meetings. The Committee shall meet at least annually and more frequently as necessary or appropriate, including teleconferences when appropriate. Special meetings of the Committee may be called on one-day notice by the Chairman of the Board or the Committee Chairman. A majority of the Committee shall constitute a quorum, and the Committee shall act only on the affirmative vote of a majority of the members present at the meeting; provided that the Committee may form and delegate authority to subcommittees or members when appropriate. The Committee shall maintain minutes of all meetings documenting its activities and recommendations to the Board and, in accordance with the Corporation's Bylaws, the Secretary of the Corporation shall act as secretary to the Committee for the purpose or recording and maintaining such minutes.
Committee Access and Resources. In carrying out its responsibilities, the Committee shall have access to all the Corporation's books, records, directors, officers and employees. The Committee shall have the authority to consult with the Corporation's counsel. It shall also have the authority to employ any counsel or other advisor of its selection, at the Corporation's expense, should the Committee deem it appropriate or desirable to do so.