Nominating/Governance Committee Charter

I.          Purpose

            The primary function of Nominating/Governance Committee is to assist the Board of Directors in fulfilling its responsibilities with respect to: (1) Board and committee membership, organization and function; (2) director qualifications and performance; and (3) corporate governance.

II.        Membership Requirements

            The Committee shall be comprised of three or more directors as determined by the Board.  All members of the Committee shall be “independent” within the meaning of the listing standards of the Nasdaq Stock Market and any other standards prescribed by the Committee or the Board from time to time.

III.       Meetings and Governance

            The Committee meets at least once annually, or more frequently as circumstances dictate.  The Committee will report its activities and findings to the Board on a regular basis.  The Committee shall meet without management present as appropriate.

            The Board may appoint a Chair of the Committee.  The Chair will preside, when present, at all meetings of the Committee.  One-third of the members, but not less than two, will constitute a quorum.  A majority of the members present at any meeting at which a quorum is present may act on behalf of the Committee.  The Committee may meet by telephone or video conference and may take action by written consent.

IV.       Duties, Responsibilities and Activities

            To fulfill its purpose, the Committee shall from time to time, and to the extent necessary or appropriate in the judgment of the Committee, consider and make recommendations to the Board concerning the following matters:

• The size, composition and structure of the Board.
• The structure, responsibilities and membership of the Board's committees.
• Criteria for the selection of qualified directors.
• Nominees for the Board to recommend to the shareholders in connection with the Company's meetings of shareholders.
• Nominees for appointments to fill any vacancy on the Board.
• Nominees for director submitted by the shareholders in accordance with the nomination procedures in the Bylaws and any policies or guidelines regarding shareholder nominees adopted by the Board or Committee.
• The engagement of director search firms.
• When appropriate, the resignation or termination of directors.
• Director compensation, benefits, tenure and retirement.
• Director orientation and continuing education.
• Evaluation of Board, committee and individual director performance.
• Policies, practices and procedures regarding the Board's oversight of the management, the Board's self-governance and similar corporate governance matters.

            In addition, the Committee may perform any other activities in its discretion that are consistent with the Committee's purpose, or as determined necessary or appropriate by the Board.

            In considering any matter before it and making recommendations to the Board, the Committee may consult as appropriate with other parties, including directors, management and significant shareholders.

Guidelines on Director Nominations

            The Board and Nominating/Governance Committee (the “Committee”) shall generally be guided by the following principles in selecting director nominees to recommend to the shareholders for election and for appointing candidates to fill vacancies.  The Board and Committee may consult as appropriate with other parties at any stage of the nominations process, including management and significant shareholders

I.          Nominations Process

            As provided in the Committee's Charter, the Committee is responsible for considering and making recommendations to the Board concerning the following matters:

• The size, composition and structure of the Board.
• Nominees for the Board to recommend to the shareholders in connection with the Company's annual meeting of shareholders
• Nominees for appointments to fill any vacancy on the Board.
• Nominees for director submitted by the shareholders in accordance with the nomination procedures in the Bylaws and any policies regarding shareholder nominees adopted by the Board or Committee.

            The process for fulfilling these responsibilities shall generally be as follows.

• Board Requirements. The Committee shall from time to time consider and make recommendations to the Board regarding what experience, talents, skills and other characteristics the Board as a whole should possess in order to maintain the Board's effectiveness.  Among other matters, the Board and Committee may consider whether there are an appropriate number of financially literate and/or independent directors to effectively staff the Company's standing Board committees and maintain a majority of independent directors on the Board.  In light of the collective requirements of the Board, the Committee may consider what the appropriate size of the Board should be, within the range of five to eleven established by the Articles of Incorporation.
• Incumbent Directors.  The Board and Committee will evaluate each incumbent director's continued service on the Board, in light of the Board's collective requirements, at the time such director's Class comes up from reelection. The Board and Committee shall generally consider the results of any evaluations of such director's performance in connection with this decision.
• Identifying New Director Candidates.  When the need for a new director arises (whether because of a newly created Board seat or vacancy), the Committee may proceed by whatever means it deems appropriate to identify a qualified candidate or candidates.  Without limitation, the Committee may recommend to the Board the engagement of a director search firm.
• Evaluating New Director Candidates.  The Committee shall review the qualifications of each candidate.  Final candidates shall generally be interviewed by one or more members of the Board.  The Committee shall make a recommendation based on its review, the results of interviews with the candidate and all other available information.
• Committee Recommendation and Board Decision.  The Committee will present its recommendations to the Board.  The Board shall make the decision on whether to invite the candidate to join the Board.

II.        Director Qualifications

            Director candidates should at a minimum possess the following qualifications:

• High moral character and personal integrity;
• Demonstrated accomplishment in his or her field;
• Ability to devote sufficient time to carry out the duties of a director; and
• Be at least 21 years of age.

            In addition to these minimum qualifications for candidates, in evaluating candidates the Board and Committee may consider all information relevant in their business judgment to the decision of whether to nominate a particular candidate for a particular Board seat, taking into account the then-current composition of the Board, including without limitation:

• A candidate's professional and educational background, reputation, industry knowledge and business experience, and the relevance of that background, reputation, knowledge and experience to the Company and the Board;
• Whether the candidate will complement or contribute to the mix of talents, skills and other characteristics that in the judgment of the Board and Committee are needed to maintain the Board's effectiveness;
• The candidate's ability to fulfill the responsibilities of a director;
• The candidate's ability to fulfillthe responsibilities of a member of one or more of the Company's standing Board committees, including the responsibilities outlined in the charters for such committees;
• Whether the candidate is independent; and
• Whether the candidate is financially literate or a financial expert.

III.       Shareholder Nominations

            General Nomination Right of All Shareholders

            Nominations of individuals for election to the Board at any annual meeting or any special meeting of shareholders at which directors are to be elected may be made by any shareholder of the Company entitled to vote for the election of directors at that meeting by complying with the procedures set forth in Article III, Section 3 of the Company's Bylaws.  Article III, Section 3 generally requires that shareholders submit nominations by written notice to the President setting forth certain prescribed information about the nominee and nominating shareholder.  That section also requires that the nomination be submitted a prescribed time in advance of the meeting.  Any shareholder nominations not in accordance with the provisions of Article III, Section 3 of the Bylaws may be disregarded by the chairman of the meeting, and upon instruction by the chairman, votes cast for each such nominee shall be disregarded.

            Consideration by the Board and Committee of Shareholder Nominations

            The Committee may consider and make recommendations to the Board concerning nominees for director submitted by the shareholders.  In order for the Committee to consider such nominees:

• The nominating shareholder should submit the information about the nominee and nominating shareholder described in Article III, Section 3 of the Bylaws to the President at the principal executive office of the Company at least 120 days before the first anniversary of the date that the Company's proxy statement was released to shareholders in connection with the previous year's annual meeting of shareholders.
• The nominating shareholder should expressly indicate that such shareholder desires that the Board and Committee consider such shareholder's nominee for inclusion with the Board's slate of nominees for the meeting.
• The nominating shareholder and shareholder's nominee should undertake to provide, or consent to the Company obtaining, all other information the Board and Committee request in connection with their evaluation of the nominee.

            The shareholder's nominee must satisfy the minimum qualifications for director described in Part II above in the judgment of the Board and Committee.  In addition, in evaluating shareholder nominees for inclusion with the Board's slate of nominees, the Board and Committee may consider all information relevant in their business judgment to the decision of whether to nominate a particular candidate for a particular Board seat, taking into account the then-current composition of the Board, including without limitation the factors described in Part II above, and:

• Whether there are or will be any vacancies on the Board;
• The size of the nominating shareholder's holdings in the Company and the length of time such shareholder has owned such holdings;
• Whether the nominee is independent of the nominating shareholder and able to represent the interests of the Company and its shareholders as a whole; and
• The interests and/or intentions of the nominating shareholder.

IV.       Communications from Security Holders

            The Company shall publish a method for Company security holders to communicate with the Board.  The Company's management may first review, sort and summarize such communications, and screen out solicitations for goods or services and similar inappropriate communications unrelated to the Company or its business.  The Company may integrate this method with its procedures regarding accounting, internal control and auditing complaints.