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Governance and Nominating Committee

Governance and Nominating Committee Members

Greg C. Garland, Chair
David Baltimore
Robert A. Eckert
Frank C. Herringer
Ellen J. Kullman
Ronald D. Sugar
R. Sanders Williams

Governance and Nominating Committee Charter

As amended October 10, 2012

Purpose

The Governance and Nominating Committee (the “Committee”) of the Board of Directors (the “Board”) assists the Board in fulfilling its fiduciary responsibilities with respect to the oversight of the Company’s affairs in the areas of corporate governance and Board membership matters.

The Committee shall have the authority to undertake the specific duties and responsibilities described below and the authority to undertake such other duties as are assigned by law, the Company’s certificate of incorporation or bylaws or by the Board.

Membership

The Committee shall be composed of at least two (2) members of the Board, one of whom shall be designated by the Board as the Chair.

Each member of the Committee shall (1) qualify as independent under the Nasdaq listing requirements, and (2) be otherwise free from any relationship that, in the judgment of the Board, would interfere with his or her exercise of business judgment as a Committee member.

Meetings and Procedures

The Committee shall hold at least three (3) regularly scheduled meetings each year.

In discharging its responsibilities, the Committee shall have sole authority to, as it deems appropriate, select, retain and/or replace, as needed, search firms used to identify director candidates and other outside advisors, including advisors on director compensation, to provide independent advice to the Committee.

The Committee shall maintain written minutes or other records of its meetings and activities. Minutes of each meeting of the Committee shall be distributed to each member of the Committee. The Secretary of the Company shall retain the original signed minutes for filing with the corporate records of the Company.

The Chair of the Committee shall report to the Board following meetings of the Committee and as otherwise requested by the Chairman of the Board.

Responsibilities

The Committee shall be responsible for:

Monitoring the independence (within the meaning of the Nasdaq listing requirements) of Board members and the overall Board composition. Determining Board membership qualification standards. Reviewing the performance of the Board as a whole taking into account committee charters, governance principles and the code of conduct applicable to members of the Board. Evaluating the composition, size, structure and practices of the Board on a periodic basis. (a) Identifying and recommending to the Board qualified individuals for Board membership;

(b) considering and recommending to the Board nominees to stand for election at the annual meeting of stockholders, including considering recommendations from stockholders; and

(c) recommending to the Board director nominees to fill vacancies as they arise. (a) Selecting, evaluating (including with respect to satisfaction of applicable independence requirements), and recommending to the Board membership on Board committees (including chair) and nominees to fill vacancies as they arise; and

(b) determining Board committee membership standards, including overseeing the annual committee self-evaluations. (a) Selecting and recommending to the Board nominees for appointment by the Board as officers of the Company; and

(b) overseeing the appointment by the Chief Executive Officer of the non-Board-appointed officers of the Company. Developing and overseeing (i) Board Corporate Governance Principles and (ii) a code of conduct applicable to members of the Board. Performing the duties assigned to the Committee in the Board Corporate Governance Principles. Ensure the availability of (i) an orientation program for new Board members and (ii) continuing education for all Board members. Evaluating and making recommendations for compensation of members of the Board. Recommending policies to the Board regarding minimum retention and ownership levels of Company common stock by Board members. Conducting an annual evaluation of the effectiveness of the Committee.

The Committee shall have the authority to delegate its functions to a subcommittee thereof.

The Committee shall review and reassess the Committee’s charter on a periodic basis and submit any recommended changes to the Board for its consideration.

The Committee shall perform such other functions and have such other powers as may be necessary or convenient in the efficient discharge of the foregoing.