Nominating and Corporate Governance Committee Charter

Purpose of the Committee

The Nominating and Corporate Governance Committee (the "Committee") shall report to and assist the Board of Directors (the "Board") of Advanced Digital Information Corporation (the "Company"). The purpose of the Committee shall be to identify qualified individuals for membership on the Board and recommend to the Board the director nominees for the next annual meeting of shareholders, and provide oversight of the corporate governance affairs of the Board and the Company.

Membership on the Committee

1.

The Committee shall be comprised of not less than three members of the Board.

2.

All members of the Committee shall be independent directors, as independence is defined in accordance with the rules, regulations and standards of Nasdaq, and as determined in the business judgment of the Board.

3.

Members of the Committee shall be appointed and may be removed by the Board.


Duties and Responsibilities of the Committee

1.

Criteria for Nomination to the Board: The Committee shall set general criteria for nomination to the Board. The general criteria for nomination to the Board shall be annexed to this Charter.

2.

Evaluation of Candidates Nominated by Shareholders: The Committee will consider any candidates nominated by shareholders according to the procedure set forth in the Company's Bylaws.

3.

Nomination of Directors: The Committee shall annually consider the size, composition and needs of the Board and consider and recommend candidates for membership on the Board. The Committee shall recommend to the Board each year the director nominees for election at the next annual meeting of shareholders. Upon the recommendation of the Committee, the Board may elect a director to the Board during the course of the year to serve until the next annual meeting of shareholders.

4.

Recommendation of Audit Committee Members: The Committee shall recommend to the Board the members of the Audit Committee, taking into account the qualifications for membership as set forth in the Audit Committee Charter.

5.

Oversight of Corporate Governance Matters: The Committee shall also have oversight of the corporate governance affairs of the Company, and shall review the corporate governance practices and policies of the Company annually.

6.

Related Party Transactions: The Committee shall approve all related-party transactions between the Company and its officers or directors or affiliates of officers or directors.

7.

Succession Planning: The Committee shall review at least annual with the Chairman/CEO the succession plan relating to the position of Chairman/CEO and other executive officers.



Meetings of the Committee

The Committee will meet at least once each year. The Chairman/CEO may participate in at least a portion of each meeting of the Committee. In the discretion of the Chairman of the Committee, but at least once each year, the members of the Committee shall meet in Executive Session.

Additional Authority of the Committee

1.

The Committee shall have the authority to delegate any of its responsibilities to subcommittees as the Committee may deem appropriate in its discretion.

2.

The Committee shall have authority to retain outside counsel and other advisors as the Committee may deem appropriate in the conduct of its duties and responsibilities under this Charter.

 



Annex to Nominating Committee Charter

Criteria for Nomination to Board

The following criteria for nomination to the Board have been approved by the Nominating Committee on December 10, 2003. These criteria may be modified by the Committee at any time.

In considering candidates for nomination as director, the Committee will consider whether the candidate:

1.

has achieved significant independent accomplishments;

2.

has demonstrated an ability to lead and/or evaluate people;

3.

will have a view toward the best interests of the company and its shareholders as a whole (as contrasted with candidates who may pursue the best interests of particular shareholders or groups of shareholders);

4.

will afford the board diversity of background, experience, or skills;

5.

possesses financial and business expertise so as to discharge committee duties as necessary; and

6.

has experience and skills that will enable him or her to fully perform the role of a director of the Company, in particular experience and skills relating to high technology companies or other organizations with a high degree of growth and change.



The foregoing list of considerations is not meant to be exhaustive, and the Committee may also consider such other factors as it determines is relevant. Further, candidates need not satisfy all of the foregoing criteria so long as overall the Committee determines that nomination to the board is appropriate.z