B. Structure and Membership
1. Number. The Committee shall consist of such number of directors as the Board shall from time to time determine, but in no event less than [three].
2. Independence. Except as otherwise permitted by the applicable rules of the NASDAQ Stock Market (“NASDAQ”), or of any other securities exchange or market on which securities of the Company are listed, each member of the Committee shall be an “independent director” as defined by such rules.
3. Chairperson. Unless the Board elects a Chairperson of the Committee (the “Chairperson”), the Committee shall elect a Chairperson by majority vote.
4. Selection and Removal. Members of the Committee shall be appointed by the Board, upon the recommendation of the Committee. The Board may remove members of the Committee from such Committee, with or without cause.

C. Authority and Responsibilities
The Committee shall have such powers and functions as may be assigned to it by the Board from time to time; however, such functions shall, at a minimum, include the following, as well as any functions as shall be required of nominating committees by applicable securities laws, rules and regulations, the rules of the NASDAQ, or of any other securities exchange or market on which securities of the Company are listed, and any other applicable requirement:

1. Composition of the Board. The Committee shall review, at least annually, the size and structure of the Board to assure that the proper skills and experience are represented on the Board. The composition of the Board shall include a majority of “independent” directors as required by applicable securities laws, rules and regulations, the rules of the NASDAQ, or of any other securities exchange or market on which securities of the Company are listed, and any other applicable requirements.
2. Selection of Director Nominees. Except where the Company is legally required by contract, by law or otherwise, to provide third parties with the ability to nominate directors, the Committee shall be responsible for recommending to the Board the persons to be nominated for election as directors at any meeting of stockholders and the persons to be elected by the Board to fill any vacancies on the Board. The Committee shall recruit candidates to fill new positions and shall conduct appropriate inquiries into the background and qualifications of possible candidates. The Committee shall consider candidates for election to the Board from any reasonable source, including stockholder recommendations, provided such nominees are recommended in Accordance with the nominating procedures set forth in the Company’s By-Laws. The Committee shall not evaluate candidates differently based on who has made the recommendation. The Committee shall review the independence and potential conflicts of interest of prospective directors.
3. Criteria for Selecting Directors. The Committee shall use the criteria established by the Committee to guide its director selection process. The Committee shall be responsible for reviewing with the Board, the requisite skills and criteria for new Board members, as well as the membership of the Board as a whole and the Board committees, to ensure that the proper skills and experiences are represented on the Board and such committees and that the composition of the Board and such committees satisfies all applicable laws, rules, regulations and listing standards. The Committee shall adopt, and periodically review and revise as it deems appropriate, procedures regarding director candidates recommended by stockholders.
4. Suitability for Continued Service. The Committee shall review the suitability of each Board member for continued service when his or her term expires and when he or she has a significant change in status.
5. Selection of Committee Members. The Committee shall make recommendations to the Board as to the qualifications of members of the Board’s committees, committee member appointment and removal, and appointment of committee chairs.
   Board and Committee Oversight and Evaluation. The Committee shall take such steps as the Committee deems necessary or appropriate with respect to oversight and evaluation of the Board and each Board committee.
6. Corporate Governance Guidelines. The Committee shall, from time to time as it deems appropriate, review and reassess the adequacy of the Corporate Governance Guidelines and recommend any proposed changes to the Board for approval.
7. Policies and Practices. The Committee shall monitor and make recommendations to the Board on other matters or Board policies and practices relating to corporate governance.
8. Stockholder Proposals. The Committee shall review and make recommendations to the Board regarding proposals of stockholders that relate to corporate governance.
9. Third-Party Advisors. The Committee shall have the authority, in fulfilling its responsibilities under this Charter, to obtain advice, reports or opinions from internal or external counsel and expert advisors, including director search firms and approve fees of such advisors.
10. Annual Review of Charter. The Committee shall annually review and re-examine this Charter to make recommendations to the Board with respect to any proposed changes.
11. Other Functions. The Committee shall perform such other functions which from time to time may be assigned by the Board of Directors.

D. Meetings
The Committee shall meet at least once annually or more frequently, as circumstances dictate, upon the request of any member of the Committee and upon the notice provided for in the Company’s By-Laws. Members of senior management or others may attend meetings of the Committee at the invitation of the Committee and shall provide pertinent information as necessary. The Chairperson of the Committee shall set the agenda of each meeting and arrange for the distribution of the agenda, together with supporting material, to the Committee members prior to each meeting.

E. Reports and Minutes
The Committee shall report regularly to the Board (i) following meetings of the Committee, (ii) with respect to such other matters as are relevant to the Committee’s discharge of its responsibilities, and (iii) with respect to such recommendations as the Committee may deem appropriate. The Committee shall maintain minutes and other records of meetings and activities of the Committee, as appropriate under Delaware law.