Committee

Code of Business Conduct and Ethics          Corporate Governance Guidelines

Charters, Code of Business Conduct and Ethics and
Corporate Governance Guidelines are posted in Adobe Acrobat (PDF) format.

Compensation Committee

The Compensation Committee exercises the power of the Board in connection with all matters relating to compensation of executive officers and the administration of our stock option programs. The Compensation Committee was formed in February 1997 and finalized its charter in April 2006. The Compensation Committee’s primary responsibilities are:

• To review and approve on at least an annual basis the corporate goals and objectives with respect to compensation for the Chief Executive Officer and executive officers;
• To evaluate at least once a year the performance and executive officers in light of our established goals and objectives;
• To review and approve the evaluation process and compensation structure for our executive officers; and
• To review and approve our incentive compensation and other stock-based plans and recommend new plans and changes in existing plans to the Board as needed.
   

Audit Committee

The Audit Committee’s primary responsibilities are:

• To recommend our independent registered public accounting firm to our Board of Directors;
• To review with our independent registered public accounting firm, the plan and scope of the independent registered public accounting firm’s annual audit, the results thereof and the independent registered public accounting firm’s fees;
• To review our financial statements; and
• To take such other action as it deems appropriate as to the accuracy and completeness of our financial records and our financial information gathering, reporting policies and procedures.
   

The Board of Directors adopted a new written charter for the Audit Committee in March 2004. The charter is reviewed periodically to ensure that it meets all applicable legal and NASDAQ rules.

Furthermore, the Board of Directors annually forms an assessment team to review the effectiveness of the Audit Committee in achieving its stated purpose as outlined in the charter. In 2005, the assessment team consisted of independent board member, Stephen C. Hurley, and our General Council, Warren J. Ludlow.

In its written report to the Board of Directors, the assessment team was concluded that for the year 2005, our Audit Committee was in full compliance with the requirement of its charter, the Sarbanes-Oxley Act, NASDAQ rules and all other applicable Federal laws, government rules and regulations, and the industry best practices. Additionally, the assessment team did not identify any material deficiencies in the Audit Committee’s 2005 practices; and therefore, did not offer recommendations to improve the Audit Committee’s effectiveness.

In March 2006, the Board of Directors determined that each member of the audit committee is financially literate and Stephen P. Reynolds and R. Graham Whaling are Audit Committee financial experts as defined by the Securities and Exchange Commission (SEC).
 

Nominating and Corporate Governance Committee

In March 2006, we changed the Nominations Committee to the Nominating and Corporate Governance Committee in order to set guidelines for our officers and employees that encourage corporate responsibility and reinforce good business practices and to monitor our Code of Ethics and other corporate policies, procedures and processes. The Board viewed this change as the natural evolution of the preexisting Nominations Committee which was formed in March 2003. The minimum qualifications and specified qualities or skills that the Nominating and Corporate Governance Committee believes are necessary for a director nominee to possess include the nominee’s integrity, business acumen, age, experience, commitment, diligence, conflicts of interest and the ability to act in the interests of all stockholders. The Nominating and Corporate Governance Committee does not assign specific weights to particular criteria and no particular criterion is necessarily applicable to all prospective nominees. The Nominating and Corporate Governance Committee believes that the backgrounds and qualifications of the directors, considered as a group, should provide a significant composite mix of experience, knowledge and abilities that will allow the Board to fulfill its responsibilities. The process employed by the Nominating and Corporate Governance Committee for identifying and evaluating nominees is as follows:

• The collection of a list of potential nominees from, among others, management, board members and stockholder recommendations (either in advance of the annual meeting or from time to time);
• The engagement of a search firm, if deemed appropriate;
• The evaluation of potential conflicts;
• Committee meetings to narrow the list of potential nominees;
• Interviews with a select group of nominees;
• Selection of a nominee most likely to advance the best interests of stockholders; and
• The recommendation of the nominee for Board approval.
   

Although the Nominating and Corporate Governance Committee does not have a policy with regard to the consideration of nominees recommended by stockholders, it anticipates that it will evaluate such nominees by following substantially the same process, and applying substantially the same criteria, as for nominees submitted by Board members.