|Nomination and Governance Committee Charter|
As of November 2011
|Nomination and Governance Committee|
OF THE BOARD OF DIRECTORS
Approved November 8, 2011
Purpose and Organization
The purpose of the Nomination and Governance Committee (the "Committee") is to advise and make recommendations to the Board of Directors (the "Board") with respect to corporate governance principles and directorship practices, and to recommend qualified candidates to the Board, consistent with the criteria approved by the Board, for election as directors of the Company, including the slate of directors that the Board proposes for election by stockholders at the Annual Meeting.
Roles and Responsibilities
In furtherance of the purpose of this Committee, the Committee shall have the following authority and responsibilities:
Committee Structure and Operations
Resources and Authority of the Committee
The Committee shall have the resources and authority appropriate to discharge its duties and responsibilities, including the authority to select, retain, terminate and approve the fees and other retention terms of special counsel or other experts or consultants, as it deems appropriate, without seeking approval of the Board or management. With respect to consultants or search firms used to identify director candidates, this authority shall be vested solely in the Committee.
Delegation to Subcommittee
The Committee may, in its discretion, delegate all or a portion of its duties and responsibilities to a subcommittee of the Committee.
Nothing contained in this Charter is intended to expand applicable standards of liability under statutory or regulatory requirements for the directors of the Company or members of the Committee. The purposes and responsibilities outlined in this Charter are meant to serve as guidelines rather than as inflexible rules and the Committee is encouraged to adopt such additional procedures and standards as it deems necessary from time to time to fulfill its responsibilities. This Charter, and any amendments thereto, shall be displayed on the Company's website and a printed copy of such shall be made available to any shareholder of the Company who requests it.