Nominating Committee Charter

Purpose

Committee Membership

The members of the Nominating Committee shall be appointed by the Board on the recommendation of the Nominating Committee. Nominating Committee members may be replaced by the Board.

In addition to such other duties as the Board may from time to time assign:

Committee Authority and Responsibilities

1. The Nominating Committee shall have the sole authority to retain and terminate any search firm to be used to identify director candidates and shall have sole authority to approve the search firm’s fees and other retention terms. The Nominating Committee shall also have authority to obtain advice and assistance from internal or external legal, accounting or other advisors, without consulting or obtaining the approval of any officer of the Company in advance.
2. The Nominating Committee shall actively seek individuals qualified to become board members for recommendation to the Board. New directors should possess personal and professional integrity, have good business judgment, and have relevant experience and skills.
3. Prior to recommending an individual for election to the Board, the Nominating Committee shall consider and review the individual’s independence, the experience, skills and contributions that the individual brings to the Board, and, if the individual is an existing director of the Company, the individual’s length of Board service and Board and committee meeting attendance and performance.
4. Prior to recommending the appointment of a director to a Board committee, the Nominating Committee shall consider and review the director’s independence, the experience, skills and contributions that the director brings to the Board committee, and, if the individual is an existing committee member, the director’s Board committee meeting attendance and performance and fulfillment of committee responsibilities.
5. The Nominating Committee shall monitor and periodically review the composition of the Board and each of the Board committees and recommend to the Board any changes, as appropriate, in the size of the Board or Board committee or in the responsibilities, membership and chairs of each of the Board committees. The Nominating Committee shall also ensure that the Board and each of the Board committees consist of an appropriate number of “independent” directors within the meaning of, and in accordance with, all rules and laws applicable to the Company and the Company’s Corporate Governance Guidelines and bylaws.
6. The Nominating Committee may form and delegate authority to subcommittees when appropriate.
7. The Nominating Committee shall make regular reports to the Board.
8. The Nominating Committee shall review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval. The Nominating Committee shall annually review its own performance.
9. The Nominating Committee shall perform the duties described in Corporate Governance Guidelines relating to majority election of directors and holdover directors.

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