Develop and recommend to the Board the criteria for Board membership.

Identify, consider, recruit and recommend candidates to fill new positions on the Board.

Review candidates recommended by stockholders.

Conduct the appropriate and necessary inquiries into the backgrounds and qualifications of possible candidates.

Recommend director nominees for approval by the Board and election by the stockholders at the next annual meeting.

To consider questions of possible conflicts of interest of Board members and of senior executives.

To monitor and recommend the functions of the various committees of the Board.

To recommend members and chairs of the committees.

To consider and make recommendations concerning appropriate size and needs of the Board.

To review periodically and advise on changes in Board compensation.

To make recommendations on the structure of Board meetings.

To consider matters of corporate governance and to review, at least annually, the Company’s Corporate Governance Guidelines.

To consider director qualification standards.

To make recommendations with respect to director resignations.

To review the outside activities of senior executives.

To review periodically with the Chief Executive Officer the succession plans relating to positions held by elected corporate officers, and to make recommendations to the Board with respect to the selection of individuals to occupy these positions.

To coordinate and oversee the annual self-evaluation of the Board, its committees, individual directors and management in the governance of the Company.

In consultation with the Company’s legal department and outside counsel, to review on a regular basis the Company’s overall corporate governance and Nasdaq rules and recommend improvements, as necessary.

To review and discuss with management disclosure of the Company’s corporate governance practices, including information regarding the operations of the Committee and other Board committees, director independence and the director nomination process, and to recommend that this disclosure be included in the Company’s proxy statement or annual report on Form 10-K, as applicable.

In consultation with the Audit Committee of the Board (the “Audit Committee”), to review and recommend to the Board for adoption any revisions to the Company’s Code of Ethics (the “Code”), which meets the requirements of Item 406 of the SEC’s Regulation S-K and the Nasdaq rules, and provide for prompt disclosure to the public of any change in, or waiver of the Code, and adopt procedures for monitoring and enforcing compliance with the Code.

To review the Company’s policy and procedures with respect to related person transactions, at the request of the Audit Committee, and recommend any amendments or revisions for consideration and adoption by the Board as so requested.

To review and recommend to the Board changes to the Company’s bylaws as needed.

Working with management, to develop orientation materials for new directors and corporate governance-related continuing education for all Board members.

To prepare an annual performance evaluation of the Board and Committee and annually evaluate the adequacy of its charter.

To perform any other functions and activities consistent with this Charter, the Company’s Bylaws and governing law, as the Committee or the Board deems necessary or appropriate.