As Revised July 15, 2004
The Nomination and Governance Committee (the "Committee") shall oversee, review, and make periodic recommendations concerning the Company's corporate governance policies, and shall recommend candidates for election to the Company's Board of Directors (the "Board").
The Committee shall be comprised of not less than three directors each of whom shall be an "independent director" as required by the rules of The Nasdaq Stock Market, Inc. ("Nasdaq"). Each Committee member shall be subject to annual reconfirmation and may be removed by the Board at any time.
In carrying out the purpose set forth in Section 1 above, the Committee shall:
The Committee will meet periodically as necessary to act upon any matter within its jurisdiction. A majority of the total number of members of the Committee shall constitute a quorum at all Committee meetings. All meetings shall be held subject to and in accordance with Section 307 (including without limitation notice, quorum and votes/actions of the committee) and other applicable sections of the General Corporation Law of California. Minutes shall be kept of each meeting of the Committee.
Carol A. Bartz
John L. Hennessy, Ph.D.
Kristina M. Johnson, Ph.D.
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