Nominating and Corporate Governance Committee

Amended and Restated as of May 28, 2009

Purposes

The primary purposes of the committee are to (a) recommend to the board of directors the individuals qualified to serve on the company's board of directors for election by shareholders at each annual meeting of shareholders and to fill vacancies on the board of directors, (b) implement the board's criteria for selecting new directors, (c) develop, recommend to the board, and assess corporate governance policies for the company, and (d) oversee the evaluation of the board.

Composition

1. At Least Three Members. The committee is comprised of at least three directors. The board will designate a committee member as the chairperson of the committee, or if the board does not do so, the committee members will appoint a committee member as chairperson by a majority vote of the authorized number of committee members.



2. Independence. All committee members must be independent as determined by the board of directors in accordance with the Nasdaq listing standards in effect from time to time (the "listing standards").



3. Appointment. Subject to the requirements of the listing standards, the board may appoint and remove committee members in accordance with the company's bylaws. Committee members will serve for such terms as may be fixed by the board, and in any case at the will of the board whether or not a specific term is fixed.

Functions

1. Qualifications of Directors: periodically assess, develop and communicate with the full board concerning the appropriate criteria for nominating and appointing directors, including the board's size and composition; corporate governance policies; applicable listing standards and laws; individual director performance, expertise, experience and willingness to serve actively; number of other public and private company boards on which a director candidate serves; consideration of director nominees timely proposed by stockholders in accordance with the bylaws; and other appropriate factors.



2. Director Nominees and Vacancies: recommend individuals for election as directors at each annual meeting of stockholders and recommend individuals to fill vacancies on the board of directors, subject to approval by the board of directors, which will include approval by a majority of the independent directors, and subject to legal rights, if any, of third parties to nominate or appoint directors.



3. Committee Appointments: if and when requested periodically by the board, identify and recommend to the board the appointees to be selected by the board for service on the committees of the board.



4. Retention of Search Firm: have authority to retain and terminate any search firm used to identify director candidates and to approve the search firm's fees and other retention terms.



5. Governance Policies: develop, assess and make recommendations to the board concerning appropriate corporate governance policies regarding director recommendations, as well as responsibility for the Code of Conduct. The committee will periodically review such code, and oversee the investigation of any matters pertaining to the integrity of management, including adherence to standards of business conduct and conflicts of interest.



6. Board Education: oversee the orientation of new directors and the continuing education of existing directors.



7. Other Functions: perform any other activities consistent with this charter, the bylaws and applicable listing standards and laws as the committee or the board of directors considers appropriate.



8. Annual Performance Review: evaluate its own performance as a committee and this charter on an annual basis.

Meetings, Reports and Resources

1. Meetings. The committee will meet as often as necessary to carry out its responsibilities but not less than annually. The committee may also hold special meetings or act by unanimous written consent as the committee may decide. The committee may meet in separate executive sessions with other directors, the chief executive officer and other company employees, agents or representatives invited by the committee.



2. Procedures. The committee may establish its own procedures, including the formation and delegation of authority to subcommittees, in a manner not inconsistent with this charter, the bylaws or the listing standards. The chairperson or majority of the committee members may call meetings of the committee. A majority of the authorized number of committee members constitutes a quorum for the transaction of committee business, and the vote of a majority of the committee members present at a meeting at which a quorum is present will be the act of the committee, unless in either case a greater number is required by this charter, the bylaws or the listing standards. The committee will keep written minutes of its meetings and deliver copies of the minutes to the corporate secretary for inclusion in the corporate records.



3. Reports. The committee will report its director nominees for the annual meeting of stockholders to the board at an appropriate time prior to preparation of the company's proxy statement for the annual meeting. The committee will also report to the board annually the results of (1) an oversight review of the performance of the board of directors, (2) the committee's assessment of the company's corporate governance policies and implementation, and (3) an annual review by the committee of its own performance. The committee will also report to the board on the major items covered by the committee at each committee meeting, and provide additional reports to the board as the committee may determine to be appropriate.



4. Committee Access and Resources. The committee is at all times authorized to have direct, independent and confidential access to the company's other directors, management and personnel to carry out the committee's purposes. The committee is authorized to retain at the company's expense independent counsel or other advisers selected by the committee for matters related to the committee's purposes. All related fees and costs of such advisers shall be paid by the company in accordance with its normal business practices.

Committee Members

Nancy D. Frame
Byron J. Anderson
Duane E. Sander

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