Board Committees
The Board will have at all times an Audit Committee, a Nominating and Governance Committee and a Compensation Committee. All of the members of these committees will be independent directors under the standards established by The Nasdaq National Market ("NASDAQ") and applicable securities laws. Committee members will be appointed by the Board upon recommendation of the Nominating and Governance Committee.

Each committee will have its own charter. The charters will set forth the purposes, goals and responsibilities of the committees, committee structure and operations and committee reporting to the Board. The charters will also provide that each committee will annually evaluate its performance and/or charter.

The Chairman of each committee, in consultation with the committee members, will determine the frequency and length of the committee meetings consistent with any requirements set forth in the committee's charter. The Chairman of each committee, in consultation with the appropriate members of the committee and management, will develop the committee's agenda.

The Board may, from time to time, establish or maintain additional committees as necessary or appropriate.

Director Access to Management and Independent Advisors
The Board and each committee have the power to hire independent legal, financial or other advisors, as applicable, as they may deem necessary, without consulting with or obtaining the approval of any officer of the Company in advance.

Directors have full and free access to officers and employees of the Company. Any meetings or contacts that a director wishes to initiate may be arranged through the CEO or the Secretary or directly by the director. The directors will use their judgment to ensure that any such contact is not disruptive to the business or operations of the Company and will, to the extent not inappropriate, copy the CEO on any written communications between a director and an officer or employee of the Company to the extent such communication relates to the business or affairs of the Company.

Director Compensation
The Compensation Committee will have the authority to generally review and monitor compensation for directors and make a recommendation to the Board regarding the form and amount of director compensation in accordance with the policies and principles set forth in its charter. The Compensation Committee will consider that directors' independence may be jeopardized if director compensation and perquisites exceed customary levels, if the Company makes substantial charitable contributions to organizations with which a director is affiliated, or if the Company enters into consulting contracts with (or provides other indirect forms of compensation to) a director or an organization with which the director is affiliated.

Director Orientation and Continuing Education
The Board will take such measures as it deems appropriate to ensure that its members may act on a fully informed basis, including making available to all members of the Board the opportunity to, from time-to-time, attend continuing educational courses on the duties, responsibilities and liabilities of serving on the board of a public company. Each new Board member shall be provided with information regarding and the opportunity to fully review the Company's business, personnel and operations in conjunction with accepting a seat on the Board of Directors. In addition, the officers of the Company as well as the Board shall take steps to ensure that Board members remain fully informed as to the operation of the Company as well as their duties and responsibilities as members of the Board. Additional steps with respect to director orientation and continuing education shall be taken as necessary to comply with securities laws and NASDAQ regulations.

Evaluation of the CEO’s Performance and Compensation
The Compensation Committee will review annually and approve corporate goals and objectives relevant to the compensation of the CEO, evaluate the performance of the CEO in light of those goals and objectives, and set the compensation of the CEO based on this evaluation.

Annual Performance Evaluation of the Board
The Board of Directors will conduct an annual self-evaluation to determine whether it and its committees are functioning effectively. The assessment should focus on the Board’s contribution to the Company and specifically focus on areas in which the Board or management believes that the Board could improve.

Business Conduct and Ethics
All of the Company’s employees and each of its directors are expected to act in accordance with the principles set forth in the Company’s Proper Business Practices and Ethics Policy. This policy reflects the Company’s expectation that its business will be conducted with honesty and integrity and in accordance with the highest ethical and legal standards. Each of the Company’s CEO, Chief Financial Officer, Controller and other senior financial officers is expected to conduct themselves when carrying out their duties and responsibilities in accordance with the principles set forth in the Company’s Financial Code of Ethics.

Review of Corporate Governance Guidelines
At least annually, the Nominating and Governance Committee shall review and reassess the adequacy of these Corporate Governance Guidelines. The Nominating and Governance Committee shall report the results of the review to the Board and, if necessary, make recommendations to the Board to amend these Corporate Governance Guidelines.