Nominating and Corporate Governance Committee Charter 1. Purpose The Nominating and Corporate Governance Committee (the “Committee”): (a) will identify and recommend qualified candidates to the Board of Directors (the “Board”) for nomination as members of the Board and its committees, and (b) will develop and recommend to the Board corporate governance principles applicable to the Company. 2. Composition The Committee will be composed entirely of directors who satisfy the definition of “independent” under the listing standards of the New York Stock Exchange. The Committee members will be appointed by the Board and may be removed by the Board in its discretion. The Board will appoint one member of the Committee as chairperson. The chairperson shall be responsible for leadership of the Committee, including overseeing the agenda, presiding over the meetings and reporting to the Board. The Committee shall have the authority to delegate any of its responsibilities to subcommittees as the Committee may deem appropriate, provided the subcommittees are composed entirely of independent directors. 3. Meetings The Committee will meet from time to time as necessary to carry out its responsibilities, which the Board believes will generally be at least once per year. A majority of the members of the Committee shall constitute a quorum of the Committee. A majority of the members in attendance shall decide any question brought before any meeting of the Committee. 4. Committee Resources The Committee shall have the authority, to the extent it deems necessary or appropriate, to obtain advice and seek assistance from internal and external legal, accounting, director search firms and other advisors. The Committee shall have the sole authority to retain and terminate any search firm to be used to identify director candidates, including sole authority to approve such search firm’s fees and other retention terms. 5. Responsibilities The Committee will have the following responsibilities: Develop and recommend to the Board criteria for Board membership and selection of new directors, including independence standards and the necessary portfolio of skills, experience, perspective and background required for the effective functioning of the Board; Search for, recruit, screen, interview and select qualified director candidates to fill vacancies or the additional needs of the Board, including the consideration of candidates recommended to and deemed appropriate by the Committee; Evaluate the qualifications and performance of incumbent directors and determine whether to recommend them for re-election to the Board; Recommend to the Board nominees to fill vacancies on the Board as they occur; Recommend to the Board, annually in advance of the annual meeting of stockholders, a slate of nominees to be submitted to the stockholders for election or re-election as directors at the annual meeting; Recommend to the Board the removal of a director where appropriate; Review, evaluate and periodically make recommendations to the Board with respect to the size of the Board; Recommend to the Board the directors to be appointed to the committees of the Board; Monitor and evaluate the orientation and training needs of directors and make recommendations to the Board where appropriate; Develop, periodically review and recommend to the Board a set of corporate governance principles applicable to the Company and make recommendations to the Board regarding corporate governance matters and practices; Review and approve, prior to acceptance, the CEO’s service on any other public company Board; Oversee the annual evaluation of the performance and effectiveness of the Board and its committees; Oversee and evaluate compliance by the Board and management with the Company’s corporate governance principles and its Code of Business Conduct and Ethics; Perform any other activities consistent with this charter, the Company’s bylaws and governing law as the Committee or the Board deem appropriate. 6. Performance Evaluation The Committee will conduct an evaluation of the Committee’s performance and charter at least annually, and will report to the Board the results of such evaluation and any recommended changes to this charter. 7. Disclosure of Charter This charter will be made available on the Company’s website.