Nominating and Corporate Governance Charter

1.0  Membership.  The Nominating and Corporate Governance Committee (the “NCG Committee”) shall consist of two (2) or more directors.  The members of the NCG Committee shall be elected by the Board of Directors to serve at the pleasure of the Board of Directors.  The Board of Directors shall designate a chairman from among the membership of the NCG Committee.  On its own initiative or upon recommendation by the NCG Committee, the Board of Directors may remove any member of the NCG Committee at any time.  Vacancies on the NCG Committee shall be filled by the Board of Directors.

2.0 Purpose.  The purpose of the NCG Committee shall be to make recommendations to the Board of Directors concerning the composition of the Board of Directors and its committees; recommend to the Board of Directors the role of the Board of Directors in the corporate governance process; oversee the evaluation of the Board of Directors and its committees; and to assist the Board of Directors in fulfilling its oversight responsibilities relating to the Corporation’s ethical conduct, sustainability, environmental stewardship, corporate culture and employee health and safety.

3.0  Responsibilities.  In order to achieve the purpose outlined in this charter, the NCG Committee shall be assigned the following responsibilities:

3.1  Corporate Governance

3.1.1  identify qualified individuals and recommend to the Board of Directors nominees for election to fill any vacancy occurring on the Board and fill new positions created by an increase in the authorized number of directors of the Corporation.  Each year, the NCG Committee shall recommend to the Board of Directors a slate of directors to serve as management’s nominees for election by the stockholders at the annual meeting.  The NCG Committee shall annually review the criteria for selection of director nominees and shall identify individuals for nomination as directors of the Corporation whose selection is consistent with the corporate governance guidelines of the Board of Directors;

3.1.2  oversee the organization and function of the committees of the Board of Directors.  Each year, the NCG Committee shall recommend to the Board of Directors the membership of each committee and a member to serve as Committee Chairman to be effective following the annual meeting of stockholders.  Candidates for committee membership shall meet requirements for independence and subject matter knowledge.  The NCG Committee shall recommend the filling of any vacancy occurring on a committee, as needed and recommend changes to the respective committee charters;

3.1.3  develop and recommend to the Board of Directors corporate governance guidelines applicable to the Corporation and compliant with applicable requirements, which shall be reviewed from time to time as needed;

3.1.4  review and recommend to the Board of Directors the expense reimbursement of the Board of Directors, including the nature and adequacy of director and officer indemnification and liability insurance.  The NCG Committee shall annually review the expense reimbursement of the Board of Directors, including an assessment of the expense reimbursement program and when appropriate, using market data and in consultation with an independent consultant; and

3.1.5  develop and recommend to the Board of Directors an annual self-evaluation of the Board of Directors and each of its committees.  The NCG Committee shall annually conduct an evaluation of its performance.

3.2  Ethics and Sustainability

3.2.1  monitor compliance with the Code of Ethics and Business Conduct, and review and resolve all matters of concern presented to it by the Corporate Steering Committee on Ethics and Business Conduct or the Corporate Ethics Office;

3.2.2  review and monitor the Corporation’s policies and procedures with respect to sustainability, including corporate responsibility, human rights, environmental stewardship, employee health and safety, ethical business practices, community outreach, philanthropy, diversity, inclusion, and equal opportunity, and the Corporation’s record of compliance with laws and regulations related thereto;

3.2.3  oversee matters pertaining to community and public relations, including government relations;

3.2.4  review, as needed, the proposed charitable contributions budget of the Corporation and make recommendations to the Board of Directors for adoption; and

3.2.5  review the results of employee surveys and other items relevant to corporate culture.

4.0  Authorities.  In furtherance of its responsibilities, the NCG Committee shall possess the following authorities:

4.1  Outside Advisors.  The NCG Committee has sole authority to select any search firm to be used to identify director candidates, a compensation consultant, legal counsel or other advisor only after taking into consideration all factors relevant to that person’s independence from management including the following:

4.1.1  the provision of other services to the Corporation by the person that employs the compensation consultant, legal counsel or other advisor;

4.1.2  the amount of fees received from the Corporation by the person that employs the search firm advisor, expense reimbursement consultant, legal counsel or other advisor, as a percentage of total revenue of the person that employs the search firm advisor, expense reimbursement consultant, legal counsel or other advisor;

4.1.3  the policies and procedures of the person that employs the search firm advisor, expense reimbursement consultant, legal counsel or other advisor that are designed to prevent conflicts of interest;

4.1.4  any business or personal relationship of the search firm advisor, expense reimbursement consultant, legal counsel or other advisor with a member of the NCG Committee;

4.1.5  any stock of the Corporation owned by the search firm advisor, expense reimbursement consultant, legal counsel or other advisor; and

4.1.6  any business or personal relationship of the search firm advisor, expense reimbursement consultant, legal counsel, other advisor or the person employing the advisor with an executive officer of the Corporation.

4.2  Delegated Authority.  The NCG Committee may perform such other functions and exercise such other powers as may be delegated to it from time to time by the Board of Directors.

4.3  Subcommittees.  The NCG Committee may delegate its authority to subcommittees (which may consist of one or more members of the NCG Committee) when it deems appropriate and in the best interest of the Corporation.

4.4  Reports to Board of Directors.  The NCG Committee shall report all action by the NCG Committee to the Board of Directors at its meeting next succeeding such action, which shall be subject to revision and alteration by the Board of Directors.

4.5  Committee Charter.  The NCG Committee shall review and recommend to the Board of Directors the adequacy of its charter and proposed changes from time to time as needed.

4.6  Funding.  The Corporation shall provide for appropriate funding, as determined by the NCG Committee, in its capacity as a committee of the Board of Directors, for payment of: (i) compensation to any advisers employed by the NCG Committee; and (ii) ordinary administrative expenses of the NCG Committee that are necessary or appropriate in carrying out its duties.

5.0  Procedures.  The NCG Committee shall hold at least two (2) meetings per year and shall meet with management and separately in executive session without management.

6.0  Authority of the NCG Committee.  The NCG Committee shall, except when such powers are by statute, the Charter or the Bylaws either reserved to the Board of Directors or delegated to another committee of the Board of Directors, possess all of the powers of the Board of Directors in matters pertaining to governance, ethics and business conduct and corporate sustainability.  All action by the NCG Committee shall be reported to the Board of Directors at its meeting next succeeding such action and shall be subject to revision and alteration by the Board of Directors.