Charter of the Corporate Governance Committee

As adopted September 23, 2010

Purpose

The Corporate Governance Committee (the “Committee”) of the Board of Directors (the “Board”) is appointed by the Board to:

• periodically assess the performance of the Board;
• periodically review and assess the Company's Code of Business Conduct;
• review and approve of any related party transactions; and
• review and recommend to the Board appropriate corporate governance policies and procedures for the Company.

Membership and Meetings

The Committee shall consist of not fewer than three (3) directors, each of whom shall be appointed by the Board, to serve until the next annual meeting of the Board or until his or her successor shall be duly appointed. If a Chairperson of the Committee is not designated by the Board, the members of the Committee may designate a Chairperson by majority vote of the Committee membership. The members of the Committee shall meet the independence requirements of The Nasdaq Stock Market, Inc. ("Nasdaq") and such other qualifications or requirments as may otherwise be required by applicable law.

The Chairperson of the Committee shall be responsible for scheduling all meetings of the Committee and providing the Committee with a written agenda for each meeting. The Chairperson shall preside at the meetings of the Committee. In the absence of the Chairperson, the majority of the members of the Committee present at a meeting shall appoint a member to preside at the meeting. A majority of the members of the Committee shall constitute a quorum for the transaction of business. The Committee shall make regular reports to the Board. The Committee may adopt such other rules and regulations for calling and holding its meetings and for the transaction of business at such meetings as is necessary or desirable and not inconsistent with the provisions of the Bylaws of the Company or this Charter.

Authority and Responsibilities

1. Board Performance Report. The Committee shall, in consultation with the Company's Chief Executive Officer (the "CEO"), conduct an annual assessment of the performance of the Board. In conducting its assessment, the Committee will solicit comments from all directors and may employ such other means as it may deem appropriate in conducting the assessment, including the employment of outside consultants and advisors. The Committee shall report its findings to the full Board following the end of each fiscal year.
2. Corporate Governance Review. The Committee shall, in consultation with the CEO, periodically review and monitor the Company's croprorate governance guidelines (including the Company's Code of Buisness Conduct) and consider recent developments in corporate governance concepts, to ensure that the Company's corporate governance guildelines reflect current best practicies and are appropriate for the Company, and assist the Board in acheiveing such best practices. In doing so, the Committe shall consider any applicable requirements or guidelines of the Delaware General Corporate Law, Nasdaq, and other applicable laws including, without limitation, the Sarbanes Oxley Act of 2002 and the Dodd-Franklin Wall Street Reform and Consumer Protection Act of 2010 (collectively, "Applicable Law").
3. Consultation with Legal Counsel. The Committee shall, in consultation with the CEO, obtain advice from legal counsel regularly on developments in Applicable Law and best practices with regards to corporate governance. If any changes to the Company's corporate governance practices are recommended by legal counsel, the Committee shall, in consultation with the CEO, consult with outside counsel on how to best implement changes, if any, to the Company's policies and procedures.
4. Combined CEO/COB Assessment. The Committee shall, so long as the position of CEO and Chariman of the Board are occupied by the same individual, make an annual assessment as to whether such leadership structure is appropriate for the Company and if the Board can properly fulfill its risk oversight role given the leadership stucture. If such a determination is required to be made, the Committee shall consult with the individual serving as CEO and Chairman of the Board as to the appropriateness of the leadership structure for the Company in light of the Company's individual governance requirments and the business conditions facing the Company.
5. Need for Lead Director Assessment. The Committee shall also, in consultation with the CEO and the Chairman of the Board, assess whether the Company should adopt a lead indepenedent director position. The Committee's assessment shall be reported back to the Board of Directors as recommendations of the Committee of the Board's own determination to be disclosed in the Company's annual proxy statement or otherwise.
6. Review of Committee Charters. The Committee shall, in consultation with the CEO, review the charters of each committee of the Board each year to ensure proper oversight of Company activities and compliance with Applicable Law. The Committee's assessment of the charters shall be reported back to the Board of Directors along with the Committee's recommendations for changes by the Board, if any, to the charters.
7. Approval of Related Party Transactions. The Committee shall, in consultation with the CEO when possible, review and approve all transactions with "related persons" as that term is defined by the Securities and Exchange Commission, including but not limited to transactions between the Company and its officers or directors, or affiliates of its officers or directors. In making any determination concerning whether to approve a related party transaction, the Committee shall be guided by the Company's Code of Business Conduct. The Commitee's decisionss whether to approve or diapprove a related party transaction shall be reporated back to the Baor dbut Board aproval of the Committe's decision is not required.
8. Violations of Code of Business Conduct. The Committee shall, in consultation with the CEO when possible, review any conduct of executive officers or directors that is alleged to be in violation or potential violation of the Company's Code of Business Conduct and, in appropriate instances, grant a waiver or exception for specific individuals. The Committe's decisions whether the conduct of a particular executive officer or director has violated the Code shall be reported back to the Board but Board approval of the Committee's decision is not required. Similarly, the Committee's decision whether to grant a waiver of the Code shall be reported back to the Baord but Board approval of the Committee's decision is not required.
9. Sanctions for Code Violations.The Committee shall, in consultation with the CEO when possible, recommend to the Board that the Company take remedial, disciplinary or other measures against executive officers and directors who have violated the Company's Code of Conduct and make prompt public disclosure of any waiver of or change to the Code as it relates to executive officers or directors. The Board is not required to accept the Committes's recommendation with respect to the appropriate sanctions, however, and only the Board has authority to impose any such sanctions.
10. Deductibility of Executive Compensation. The Committee shall, in consultation with the CEO, review the Company's compliance with Internal Revenue Code §162 (m) and make any recommendations to the Board necessary to ensure the Company's current and future compliance.
11. Management Succession. The Committee shall, in consultation with the CEO, develop, monitor and review, and report to the Board from time to time, the Company's plans for CEO and senior managment succession.

Miscellaneous

The Committee shall review and assess the adequacy of this Charter and the composition of the Committee annually and recommend any proposed changes to the Board for approval. The Committee also shall annually review its own performance and assess the effectiveness of the Committee.

Nothing in this Charter shall be deemed to amend the provisions of the Bylaws with respect to this Committee or other committees of the Board absent a separate resolution of the Board expressly amending the Bylaws.