Nominating Committee of the Board of Directors Charter

I. PURPOSE

The Committee is established by the Board of Directors for the following purposes: (i) assisting the Board by actively identifying individuals qualified to become Board members, (ii) recommending to the Board the director nominees for election at the next annual meeting of stockholders,

II. COMPOSITION

1. Members. The Committee shall consist of as many members as the Board
shall determine, but in any event not fewer than three members. The members of the Committee shall be appointed annually by the Board.

2. Qualifications. Each member of the Committee shall meet all applicable independence and other requirements of law and the NASDAQ.

3. Chair. The Chair of the Committee shall be appointed by the Board.

4. Removal and Replacement. The members of the Committee may be removed or replaced, and any vacancies on the Committee shall be filled, by the Board.

III. OPERATIONS

1. Meetings.
The Chair of the Committee, in consultation with the Committee members, shall determine the schedule and frequency of the Committee meetings.

2. Agenda.
The Chair of the Committee shall develop and set the Committee’s agenda, in consultation with the other members of the Committee, the Board and management. The agenda and information concerning the business to be conducted at each Committee meeting shall, to the extent practical, be communicated to the members of the Committee sufficiently in advance of each meeting to permit meaningful review.

3. Report to the Board.
The Committee shall report periodically, but not less than once annually, to the Board and shall submit to the Board the minutes of its meetings.

IV AUTHORITY AND DUTIES

1. The Committee shall identify and recommend to the Board nominees for election or re-election to the Board, or for appointment to fill any vacancy that is anticipated or has arisen on the Board, in accordance with the criteria, policies and principles set forth in this Charter. The Committee shall report to the Board periodically on the status of these efforts. The Committee shall review candidates for the Board recommended by stockholders. The invitation to join the Board shall be extended by the Chair of the Board.

2. The Committee shall review with the Board, on an annual basis, the current composition of the Board in light of the characteristics of independence, age, skills, experience and availability of service to the Company of its members and of anticipated needs. The Committee shall establish and review with the Board the appropriate skills and characteristics required of Board members.

3. The Committee shall, upon a significant change in a director’s principal occupation, review, as appropriate the continued Board membership of such director.

The foregoing list of duties is not exhaustive, and the Committee may, in addition, perform such other functions as may be necessary or appropriate for the performance of its duties. The Committee shall have the power to delegate its authority and duties to subcommittees or individual members of the committee as its deems appropriate.

The Committee shall have the power to retain search firms or advisors to identify director candidates. The Company may also retain counsel or other advisors, as it deems appropriate. The Committee shall have sole authority to retain and terminate such search firms or advisors and to review and approve such search firm or advisor’s fees and other retention terms.

Nominating Committee Charter