Corporate Governance Guidelines

1. Board Composition and Selection of Directors

   1. Size of the Board. The size of the Board shall be set from time to time by the Board upon the recommendation of the Corporate Governance and Nominating Committee.
   2. Composition of Board. The Board should be composed of Directors chosen on the basis of their integrity, judgment, background and experience of particular relevance to the Company and its future prospects. In addition, Directors should have experience with businesses or other organizations of a comparable size. Finally, Directors should represent the balanced, best interest of the stockholders as a whole rather than special interest groups or constituencies. Each Director must have the ability to work well with others and have sufficient time available to carry out the responsibilities of a Director.
   3. Proportion of Independent Directors. The Board believes that most of the Board should consist of Directors who meet the criteria for independence required by applicable listing standards. The Board also believes that the Chief Executive Officer should be a member of the Board.
   4. Selection of New Directors. The Corporate Governance and Nominating Committee is responsible for nominating individuals to present to the Board as candidates for Board membership both in connection with the Company’s annual meeting of stockholders and to fill Board vacancies. The Board has delegated to the Corporate Governance and Nominating Committee the screening process for identifying possible candidates.

2. Board Procedures

   1. Selection of Chairman and Chief Executive Officer. The Board of Directors shall select and appoint the Chief Executive Officer and the Chairman of the Board.
   2. Lead Outside Director. At each regularly scheduled Board meeting and any separate meeting of Outside Directors, the Outside Directors shall designate a lead Director to coordinate among the other Outside Directors for purposes of facilitating the closed session among Outside Directors. If the Chairman of the Board is present at such meeting and he or she is an Outside Director, he or she shall be the lead Director.
   3. Attendance at Board Meetings. The Board currently has four regularly scheduled meetings each year, plus special meetings as required. Each Board member shall make every effort to attend each Board meeting, preferably in person but in special circumstances via telephone conference call or other electronic means.
   4. Time Commitment and Board Service. Each Board member is expected to ensure that his or her other existing and planned future commitments do not materially interfere with such member’s service on the Company’s Board.
   5. Closed Sessions Among Outside Directors. At each regularly scheduled Board meeting, the Outside Directors shall have the opportunity to meet separately without the other Directors and without management present.
   6. Conflicts of Interest. All Directors shall inform the Chairman of the Board and the Company’s Secretary of any activity that may rise to the level of a material conflict of interest, such as an affiliation with a competitor or supplier of Company.
      1. Director Conflicts of Interest. On an annual basis, each Board member will complete an independence questionnaire that is designed to affirmatively determine independence and identify any conflicts of interest that may be material.
      2. Senior Executive Conflicts of Interest. On an annual basis, each Officer of the Company will complete a conflict of interest questionnaire to determine if a conflict or potential conflict exists. The Corporate Governance and Nominating Committee shall be responsible for evaluating and, if appropriate, approve any contemplated waiver of a provision of the Company’s code of conduct relating to a Director or Officer.
      3. Auditor Independence. The Board is responsible for making appropriate inquiries and receiving appropriate assurances necessary to assess the independence of the Company’s auditors. The Board has delegated this task to the Audit Committee.
   7. Governance Guidelines. The Board shall annually review these Guidelines. The Board has delegated this responsibility to the Corporate Governance and Nominating Committee.

3. Board Committees

   1. Nature of Committees. The purpose of Board Committees is to help the Board effectively and efficiently fulfill its responsibilities, although they do not displace the oversight responsibilities of the Board as a whole. Committees will report the results of their significant activities to the full Board or make recommendations to the full Board as appropriate.
   2. Number and Composition of Committees. The Company’s Board currently has three committees: Audit; Compensation; and Corporate Governance and Nominating. From time to time the Board may form a new committee or disband a current committee depending upon the circumstances. Committee composition shall conform to the requirements of any applicable rules and regulations, as they may be amended from time to time. Specifically, the Company’s Audit Committee, Corporate Governance and Nominating Committee, and Compensation Committee shall consist solely of Independent Directors.
   3. Appointment and Term of Service of Committee Members. The Corporate Governance and Nominating Committee shall recommend Directors to the Board to serve as Committee members, who shall, if appointed by the Board, serve until their resignation or until the Board appoints a successor.
   4. Committee Proceedings. Committee proceedings shall conform to the requirements of The Nasdaq Stock Market (or other listing standards that may be applicable) and other applicable regulations, as they may be amended from time to time. The Company’s Committees shall be governed by written charters approved by the Board. All Board members are welcome to attend committee meetings. The Committees shall periodically report to the Board on significant matters discussed by the Committees.

4. Board and Committee Access to Outside Advisors and Management

   1. Availability of Outside Advisors. The Board and each of its Committees may retain outside advisors - legal, accounting, investment banking, and any others as the Board or such Committee deems necessary or appropriate - of its choosing, at the Company’s expense. The Board and/or Committee need not obtain management’s consent to retain outside advisors.
   2. Access to Information and Employees. The Board and each of its Committees shall have complete, unfettered access to any information about the Company that it deems necessary or appropriate to carry out its duties. This includes, among other things, access to the Company’s employees (senior management, in particular), documents and the Company’s facilities.

5. Board Compensation

   The Compensation Committee shall be responsible for determining Board compensation. In reviewing and determining appropriate Board compensation, the Compensation Committee should consider the compensation of board members of similarly situated U.S. companies.

6. Self-Evaluation

   The Board will annually discuss the report of the Corporate Governance and Nominating Committee concerning the performance of the Board, its Committees and their respective members.

7. Amendment

   Recognizing that best practices for corporate boards, and practical considerations, will change over time, the Board will monitor developments in these areas, and will amend these Guidelines as it deems appropriate.

8. Definitions

   1. Independent Director. An “Independent Director” means one who satisfies the listing standards of the Nasdaq Stock Market (or other applicable listing standards) for independent directors, as they may be amended from time to time.
   2. Officer. An “Officer” means an individual who is deemed an executive officer as defined in Rule 3b-7 of the Securities Exchange Act of 1934.
   3. Outside Director. An “Outside Director” means any director who is not currently an employee of the Company

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