2004 Committee Charter : MSCC

I. Composition and Membership

The Nominating Committee (the "Committee") will be comprised of three or more members of the Board of Directors (the "Board"), and shall be appointed for such term or terms as the Board may determine and may be replaced by the Board, at its discretion. One of the Committee members shall be appointed Chairman of the Committee by the Board or, absent such appointment, by majority vote of the Committee members present at the meeting. Committee members, or a majority thereof, shall be "independent" to the extent required by U.S. Federal Law or applicable regulations and within the meaning of the Rules of the NASDAQ ("NASDAQ") National Market (an "Independent Director").

II. General Functions

The Committee shall have and may exercise on behalf of the Board the following powers, subject, however, to other limitations of authority listed below under Articles VI and VII or as specified by the Board from time to time:

A. to assist the Board by identifying individuals qualified to become Board members, and to recommend to all of the Independent Directors (whether or not then serving on the Committee) director nominees for approval for nomination at the next annual meeting of stockholders;

B. to recommend to the Board director nominees for each committee;

C. to recommend to the Board corporate governance guidelines and changes thereto;

D. to ensure that the Board and the Company's Charter and Bylaws are structured in a way that best serves the Company's practices and objectives; and

E. to lead the Board in its annual review of the performance of the Board and of the Board Committees.

The Committee may not undertake actions specifically reserved by law or in the Bylaws to the Board itself, if such actions are specifically prohibited from being delegated to a committee. The Committee may from time to time form and delegate authority to subcommittees, when appropriate. Actions of the Committee shall be immediately effective to the full extent authorized by the Board and as permitted under the General Corporation Law of Delaware and the Bylaws of the Company, but nevertheless subject in all cases to the power of the Board as a whole to accept or reject or table recommendations or suggestions.


III. Procedures and Meetings

The Committee shall meet at least two times annually, or more frequently as circumstances require. The Committee Chairman shall prepare and/or approve an agenda in advance of each meeting and, whenever reasonably practicable, circulate the agenda to each member prior to the meeting date. Every notice or facsimile or copy thereof that may be given by the Committee to its members or other Board members electronically, whether by telephone, email, telegram, fax, or otherwise, shall be deemed as effectively given as a written notice with an original signature.

A majority of the then-acting members of the Committee shall constitute a quorum. A majority of the members present at any meeting at which a quorum is present may act on behalf of the Committee. The Chairman shall preside, when present, at all meetings of the Committee.

The Committee is empowered to adopt its own rules of procedure which shall not be inconsistent with the Bylaws of the Company or resolutions of the Board. The Committee may set a schedule for regular meetings and special meetings as the Chairman or Committee may deem necessary.

The President, the Chairman of the Board and the Chairman of any other committee of the Board, if not otherwise attending as a member of the Committee, may attend open sessions of meetings of the Committee, as determined by the Committee Chairman, and non-members shall have no voting rights in such Committee meetings.

A Committee Secretary may be appointed by the Board or, absent such appointment, by the Committee; and such Committee Secretary may attend meetings of the Committee in the discretion of the Committee Chairman and may perform such administrative tasks on behalf of the Committee as may be delegated to such Committee Secretary by the Committee Chairman, including the development of Committee meeting agendas, preparation of Committee minutes and distribution of such minutes to the Committee and the Board. The Committee Secretary need not be a member of the Committee, and appointment to such post shall not serve to make the individual a member of the Committee, or grant a right to vote in Committee actions to the individual, or make the individual an executive officer of the Company. The post of Committee Secretary shall be a subordinate officer under the Bylaws.

The Committee may meet by telephone or video conference and may take action by unanimous written consent. On all procedural matters not specifically addressed in this Charter, the provisions of the Bylaws of the Company relating to actions by the Board shall apply to the Committee.

IV. Communication with Management

It shall be the responsibility of the Committee Chairman to keep the President and/or the Board informed promptly of the deliberations and conclusions of the Committee to the extent appropriate.


V. Minutes and Reports

Minutes of each Committee meeting shall be kept and, promptly after being finalized and executed by the Committee Chairman and Committee Secretary, distributed to each member of the Board and to the Corporate Secretary. This provision shall not require distribution of preliminary drafts or information given consideration by the Committee unless included in the final minutes. The Chairman of the Committee shall report at each meeting of the Board on any actions taken by the Committee subsequent to the most recent meeting of the Board and, if deemed necessary or advisable, to seek the approval and/or ratification of the full Board to such actions taken by the Committee.

VI. Authority and Responsibilities on Board Membership

Subject to limitations set forth in Article II above, the Committee shall:

A. Retain and Supervise Search Consultants. The Committee shall have the authority to retain and terminate any search firm to be used to identify director candidates and shall have authority to approve the search firm's fees and other retention terms. The Committee shall also have authority to obtain advice and assistance from internal or external legal, accounting or other advisors.

B. Seek and Recommend on Approval or Rejection of Candidates. The Committee shall assist the Board in identifying individuals qualified to become Board members, and recommend to the Board the director nominees for the next annual meeting of stockholders. The Committee shall review, investigate and recommend to the Board that it accept or reject nominees for the Board suggested by any stockholder of the Company.

C. Composition of the Board. The composition of the Board will depend not only on the character and capacities of the members on the Board taken individually, but also on their collective strengths. Consequently, the Board should be composed of, without limitation:

1. Directors chosen with a view to bringing to the Board a variety of experience and backgrounds; and

2. Directors who will represent the balanced, best interests of the stockholders as a whole rather than special interest groups or constituencies.

D. Selection Criteria. In considering possible candidates for election as a director of the Company, the Committee and other directors should be guided in general by the composition guidelines established above and by, including but not limited to, the following:

1. Each director should be chosen without regard to sex, race, age, religion or national origin;

2. Each director should be an individual of the highest character and integrity and have an inquiring mind, vision and the ability to work well with others;

3. Each director should be free of any conflict of interests which would violate applicable law or regulations or interfere with the proper performance of the responsibilities of a director;

4. Each director should possess substantial and significant experience which would be of particular importance to the Company in the performance of the duties of a director;

5. Each director should have sufficient time available to devote to the affairs of the Company in order to carry out the responsibilities of a director; and

6. Each director should have the capacity and desire to represent the balanced, best interests of the stockholders of the Corporation as a whole and not primarily a special interest group or constituency.

VII. Authority and Responsibilities on Governance and Performance:

Subject to limitations set forth in Article II above, the Committee shall:

A. Assess Performance of Board and Board Committees. The Committee shall receive comments from all directors and executive officers and other relevant persons or constituencies and report annually to the Board with an assessment of the performance of the Board and of management. Such assessments should be discussed with the full Board following the end of each fiscal year. The assessment shall consider the size, structure, composition and functioning of the Board in light of operating requirements of the Company.

B. Report to Board. The Committee shall periodically report to the Board on significant results of the Committee's activities.

C. Evaluation and Publication of Committee Charter. The Committee shall review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval. The Committee also shall request the Board to cause the then-current Charter to be published in accordance with the rules of NASDAQ.

D. Evaluation of Committee Performance. The Committee shall annually review its own performance.

E. Charter and Bylaws. The Committee shall, with advice from the Company's general counsel and outside legal counsel, periodically review and recommend changes to the Company's Certificate of Incorporation and Bylaws as they relate to corporate governance matters.