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Nominating and Corporate Governance Committee Charter

MEMBERS

Larry Weber (Chair)
Peter Gyenes
Richard Jones
Ronald Hovsepian
Christopher Lafond
Dianne Ledingham
James O’Halloran
Sharon Rowlands

CHARTER

A. Purpose

The purpose of the Nominating and Corporate Governance (“NCG”) Committee is to:

  • Ensure that the Company has and follows appropriate governance standards;
  • Identify individuals qualified to become Board members;
  • Recommend to the Board the persons to be nominated by the Board for election as directors at the annual meeting of stockholders.
  • Develop and recommend to the Board a set of corporate governance guidelines applicable to the Company and periodically review and monitor performance against such guidelines; and
  • Oversee the periodic evaluation of the Board and its committees.

B. Structure and Membership

  1. Number. The NCG Committee shall consist of such number of directors as the Board shall from time to time determine.
  2. Independence. Except as otherwise permitted by the applicable rules of the Nasdaq Stock Market, each member of the NCG Committee shall be “independent” as defined by such rules.
  3. Chair. Unless the Board elects a Chair of the NCG Committee, the Committee shall elect a Chair by majority vote.
  4. Compensation. The compensation of NCG Committee members shall be as determined by the Board.
  5. Selection and Removal. Members of the NCG Committee shall be initially appointed by the Board, and thereafter upon the recommendation of the Committee. The Board may remove members of the NCG Committee from such Committee, with or without cause.

C. Authority and Responsibilities

1. Nominating Functions

  • Selection of Director Nominees. Except where the Company is legally required by contract or otherwise to provide third parties with the ability to nominate directors, the NCG Committee shall be responsible for (i) identifying individuals qualified to become Board members and (ii) recommending to the Board the persons to be nominated by the Board for election as directors at the annual meeting of stockholders and the persons to be elected by the Board to fill any vacancies on the board.
  • Criteria for Selecting Directors. The NCG Committee shall use approved criteria to guide its director selection process. The Committee shall be responsible for reviewing periodically with the Board, the requisite skills and criteria for new Board members as well as the composition of the Board as a whole.
  • Search Firms. The NCG Committee shall have the authority to retain and terminate any search firm to be used to identify director nominees, including 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 compensation of any search firm engaged by the Committee.
  • Selection of Committee Members. The NCG Committee shall be responsible for recommending to the Board the directors to be appointed to each committee of the Board.

2. Corporate Governance Functions

  • Governance Guidelines. Develop and recommend to the Board a set of corporate governance guidelines, applicable to the Company. Review and assess the adequacy of the corporate governance guidelines annually and recommend any proposed changes to the Board for approval.
  • Evaluation. The Committee shall lead the Board in a periodic evaluation of the Board's performance, report to the Board on the results of the evaluation, and oversee the periodic evaluation of the Board's committees, and the self-evaluation of individual directors.
  • Code of Conduct. Review and assess the adequacy of the Code of Conduct periodically, but at least annually, and recommend any proposed changes to the Board for approval.

D. Procedures and Administration

  1. Meetings. The NCG 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.
  2. Subcommittees. The NCG 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.
  3. Reports to the Board. The NCG Committee shall report regularly to the Board.
  4. Charter. The NCG 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.
  5. Independent Advisors. The NCG 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 compensation of such advisors as established by the Committee.
  6. Self-Evaluation. The NCG Committee shall periodically evaluate its own performance.

Attachment A
Criteria for Nomination as a Director

A. General Criteria

  1. Nominees should have a reputation for integrity, honesty and adherence to high ethical standards.
  2. Nominees should have demonstrated business acumen, experience and ability to exercise sound judgments in matters that relate to the current and long-term objectives of the Company and should be willing and able to contribute positively to the decision-making process of the Company.
  3. Nominees should have interest, ability and commitment to understand the Company and its industry and to regularly attend and participate in meetings of the Board and its committees.
  4. Nominees should not have, nor appear to have, a conflict of interest that would impair the nominees’ ability to represent objectively the interests of all the Company’s stockholders and to fulfill the responsibilities of a director.
  5. Nominees shall not be discriminated against on the basis of race, religion, national origin, sex, sexual orientation, disability or any other basis proscribed by law. The value of diversity on the Board should be considered.

B. Application of Criteria to Existing Directors

The renomination of existing directors should not be viewed as automatic, but should be based on continuing qualification under the criteria set forth above. In addition, the NCG Committee shall consider the existing directors’ performance on the Board and any committee. The NCG Committee may also consider such factors as age, tenure, skills and experience.

C. Criteria for Composition of the Board

The backgrounds and qualifications of the directors considered as a group should provide a significant breadth of experience, knowledge and abilities that shall assist the Board in fulfilling its responsibilities.