Corporate Governance Certification Form - The Nasdaq Stock Market (Page 3 of 5) in pdf

4. Nominations Committee Charter or Board Resolution

Rule 4350(c1(41(61

Rule 4350(c)(4)(B) requires companies to adopt a formal written charter or board

resolution, as applicable, addressing the nominations process and such related matters as

may be required under the federal securities laws. Please provide a copy of the charter or

board resolution and note the date of adoption.

For Controlled Companies Only: Check here if the Company is utilizing the "Controlled

Company" exemption pursuant t o Rule 4350(c)(5) for purposes of the Nominations

Committee Charter requirement. A company relying upon this exemption must disclose

in its annual meeting proxy statement (or, if the Company does not file a proxy, in its

Form 10-K or 20-F) that it is a Controlled Company and the basis for that determination.

I n the event the Company ceases to be a Controlled Company, a new certification will be

required.

For Foreign Private Issuers Only: Check here if the Company is following home country

practices in lieu of this requirement and has provided NASDAQ with a written statement

from an independent counsel in the Company's home country certifying that the

Company's practices are not prohibited by the home country laws. The Company must

disclose in its annual reports filed with the SEC that

does not comply with this

requirement (as well as each other requirement of Rule 4350 that it does not follow) and

describe the home country practice followed by the Company in lieu of such

requirement.

For Companies with Pre-Existing Agreements Only: Check here if the Company is

subject to a binding obligation that was in effect prior t o November 4, 2003 that requires

a director nomination structure inconsistent with Rule 4350(c)(4). Pursuant to Rule

4350(c)(4)(E), such

company is not required to comply with the nomination

requirements.

5. Com~ensation of Officers

Rule 4350(c)f3)

I hereby certify that the Company complies with Rule 4350(c)(3), which requires

independent director involvement in the determination of executive compensation.

The Company complies with this requirement by having a Compensation

Committee comprised solely of independent directors.

The Company complies with this requirement by submitting such matters for

approval or recommendation by a majority of the independent directors.

For Initial Public Offerings, Spin-offs and Companies Emerging From Bankruptcy: Check

here if the Company is utilizing the phase-in provisions pursuant to Rule 4350(a)(5) for

the Compensation of Officers requirement. I f this box is checked, the certifications

above will be effective as of the end of the phase-in period.

For Controlled Companies Only: Check here if the Company is utilizing the "Controlled

Company" exemption pursuant to Rule 4350(c)(5) for purposes of the Compensation of

Officers requirement. A company relying upon this exemption must disclose in its

annual meeting proxy statement (or, i f the Company does not file a proxy, in its Form

10-K or 20-F) that it is a Controlled Company and the basis for that determination. I n

the event the Company ceases to

be a

Controlled Company, a new certification will be

required.

Corporate Governance Certification Form - The Nasdaq Stock Market Page 3

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