NOMINATING AND GOVERNANCE COMMITTEE

Our Nominating Committee met 0 times during fiscal year 2010 and has three members, Moritz Seidel (Chairman), David Smith and Barry Regenstein. This committee’s role is to make recommendations to the full Board as to the size and composition of the Board and its committees, to evaluate and make recommendations as to potential candidates, and to evaluate current Board members’ performance. All members of the Nominating Committee qualify as independent under the definition promulgated by The NASDAQ Stock Market.

The Nominating and Governance Committee is authorized to:

• assist the Board of Director by identifying qualified candidates for director nominees and to recommend to the Board of Directors the director nominees for the next Annual Meeting of Stockholders;
• lead the Board of Directors in its annual review of the performance of the Board of Directors;
• recommend to the Board of Directors director nominees for each committee of the Board of Directors; and
• develop and recommend to the Board of Directors corporate governance guidelines applicable to the Company.

We have no formal policy regarding board diversity. Our Board of Directors may therefore consider a broad range of factors relating to the qualifications and background of nominees, which may include diversity, which is not only limited to race, gender or national origin. Our Board of Directors’ priority in selecting board members is identification of persons who will further the interests of our stockholders through his or her established record of professional accomplishment, the ability to contribute positively to the collaborative culture among board members and professional and personal experiences and expertise relevant to our growth strategy.