Our nominating and governance committee will be responsible for, among other things:

• assisting our board of directors in identifying prospective director nominees and recommending nominees for each annual meeting of stockholders to our board of directors;
• reviewing developments in corporate governance practices and developing and recommending corporate governance guidelines to our board of directors;
• overseeing the evaluation of our board of directors and management; and
• recommending members for each board committee of our board of directors.