Nominating and Corporate Governance Committee Charter

Nominating and Corporate Governance Committee Charter

The purpose of the Corporate Governance and Nominating Committee (the "Committee") shall be to: (i) identify and recommend for selection by the Board of Directors (the "Board") individuals qualified to become members of the Board, consistent with the criteria approved by the Board; (ii) develop and recommend to the Board a set of corporate governance principles; (iii) make recommendations regarding the size, composition and charters of the committees of the Board; (iv) review and develop long-range plans for Chief Executive Officer and management succession; and (v) oversee the evaluation of the Board and Board committees.

Composition, Membership and Operation

1. Composition of Committee
   All members of the Committee shall be directors, each of whom shall qualify as "independent" directors as defined in the Company's Corporate Governance Guidelines. Members shall be appointed to, and removed from, the Committee, by the Board.
2. Operation of Committee
   A majority of the members of the Committee shall constitute a quorum for doing business. All actions of the Committee shall be taken by a majority vote of the members of the Committee present at a meeting at which a quorum is present or by unanimous written consent. The Committee Chair, who shall be selected by the Board, is responsible for the leadership of the Committee, including preparation of meeting agendas. The Committee may, at its discretion, delegate such of its authority and responsibilities as the Committee deems proper to members of the Committee or a subcommittee.
3. Meetings
   The Committee shall meet as often as it deems necessary in order to perform its responsibilities. If necessary, the Committee Chair may call special meetings of the Committee. The Committee shall keep such records of its meetings as it deems appropriate and the Committee Chair shall report regularly to the Board on its activities.

Duties and Responsibilities

To the extent allowed by the Delaware General Corporation Law, the Committee shall have, and may exercise, all powers and authorities of the Board with respect to the following:

1. Identification and Nomination of Board Candidates and Nominees
   • Establish criteria for evaluating the suitability of potential director nominees, including individuals proposed by stockholders. In considering potential nominees, the Committee shall observe the membership criteria approved by the Board including the criteria contained in the Corporate Governance Guidelines. In addition, the Committee shall consider such other factors as it deems appropriate that are consistent with criteria approved by the Board, which could include, without limitation, all legal or regulatory requirements, a candidate's employment and other professional experience, expertise and involvement in areas which are of relevance to the Company's business, business ethics and professional reputation, a need for complementary skills among Board members, independence, the candidate's commitment to the Company and ability to devote sufficient time to fulfill his or her role as a director, a desire for continuity and a diverse mix of backgrounds, perspectives and expertise on the Board beneficial to the broad business diversity of the Company.
   • Establish a procedure for identifying nominees for Board membership, evaluating such individuals and recommending nominees to the Board.
   • Identify and recommend for selection by the Board, the director nominees who meet the criteria for Board membership for the next annual meeting of stockholders and when vacancies on the Board occur.
   • Review the suitability for continued service as a director of each Board member who has a significant change in status, including but not limited to an employment change, or receives a greater number of votes "withheld" from his or her election than were voted "for" his or her election in an uncontested election, and to recommend whether the Board should accept a director's resignation in such circumstances.
2. Board Composition and Procedures
   • Review annually the composition of the Board as a whole and to recommend, if necessary, measures to be taken designed to promote an appropriate balance of knowledge, experience, skills, expertise and diversity, and to assure that the Board contains at least the minimum number of independent directors required by the Company's corporate governance principles and an appropriate ratio of employee directors to independent directors.
   • Review periodically the size of the Board and to recommend to the Board any appropriate changes.
   • Make recommendations on the frequency and structure of Board meetings.
   • Consider recommendations concerning any other aspect of the procedures or functioning of the Board.
3. Board Committees
   • Make recommendations to the Board regarding the size and composition of each committee, including the identification of individuals qualified to serve as members or Chair of a committee, and individual directors to fill any vacancy that might occur on a committee.
   • Recommend to the Board revisions to the charters of Board committees, after consulting with the committee chairs. The Committee also shall review and assess the adequacy of its charter annually, and if applicable, recommend changes to the Board for approval.
   • Monitor the functioning of the committees and recommend changes, including the creation and elimination of committees.
4. CEO and Management Succession
   • Evaluate and recommend candidates for the position of Chief Executive Officer to the Board in the event that a vacancy arises or is anticipated to arise.
   • Review with management and the Board long-range plans for Chief Executive Officer succession and make appropriate recommendations with respect thereto.
   • Review the Company's processes for management development and succession throughout the leadership ranks.
   • Review and evaluate with the Chief Executive Officer the long-range plans for management succession and make appropriate recommendations with respect thereto.
5. Corporate Governance
   • Develop and recommend to the Board a set of corporate governance principles for the Company.
   • Review at least annually the corporate governance principles adopted by the Board with regard to their appropriateness for the Company and their compliance with applicable laws and regulations, and recommend changes to the Board.
   • Recommend to the Board an independent director to serve as the Lead Director.
   • Consider any other corporate governance issues that arise and develop appropriate recommendations for the Board.
   • Recommend amendments to the Company's Charter and Bylaws.
   • Periodically review and assess the Company's communication to stockholders and the general public with respect to its policies and practices in the areas of corporate governance, including the communication contained on the Company's internal and external websites.
   • Provide input and recommendations on the agenda and content of the mandatory orientation program for new directors.
   • Address matters of corporate governance not otherwise delegated to other committees of the Board.
6. Board and Committee Evaluations
   • Develop and recommend to the Board for its approval an annual self-evaluation process of the Board and its committees, and oversee the annual self-evaluation of the Board and committees.
   • Conduct an annual evaluation of the Committee's own performance and report the results of such evaluation to the Board.

Advisors

The Committee shall have authority to retain and obtain advice and assistance from such advisors as it believes may be necessary to fulfill its responsibilities, including search firms used to identify director candidates. The Committee shall also have authority to approve the fees, expenses and other terms of retention of such advisors. To the extent such advisors are retained to assist in the identification of director candidates, the Committee shall have the sole authority to retain and terminate such advisors, including sole authority to approve such advisors' fees and other retention terms. The Company shall provide for appropriate funding, as determined by the Committee, for payment of the fees and expenses of any advisor retained by the Committee.

Additional Duties and Responsibilities

The Committee shall undertake such additional duties and responsibilities as the Board may from time to time prescribe.

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Committee Members

Jere A. Drummond
John J. Hamre
Louis A. Simpson
A. Thomas Young