Leadership

Audit Committee Members:

• Gerald E. Bisbee Jr., Ph.D., Chairperson
• Mitchell E. Daniels
• Linda M. Dillman
• Julie L. Gerberding, M.D., M.P.H.
• William D. Zollars

Cerner Corporation Audit Committee Charter

I. PURPOSE

The Audit Committee (the “Committee”) is appointed by the Board to assist the Board in monitoring: a) the integrity of the financial statements of the Corporation; b) the independent registered public accounting firm’s qualifications and independence; c) the performance of the Corporation’s internal audit function and independent registered public accounting firm; and, d) the compliance by the Corporation with legal and regulatory requirements.

The Committee will primarily fulfill these responsibilities by carrying out the activities enumerated in Section IV of this Charter. These responsibilities are in addition to those duties set out for a member of the Board.

II. COMPOSITION

The Committee shall be comprised of three or more directors as determined by the Board, each of whom shall be independent directors as defined in: (a) NASDAQ Rule 5605(a)(2) , and, (b) Section 10A(m)(3) of the Securities Exchange Act of 1934 (the “Exchange Act”) and the rules and regulations of the Securities and Exchange Commission (the “Commission”) adopted thereunder, all as may be amended from time to time.

All members of the Committee shall be capable of reading and understanding fundamental financial statements, including the Corporation's balance sheet, income statement and cash flow statement. At least one member of the Committee shall: (a) have past employment experience in accounting or finance, requisite professional certification in accounting or any comparable experience or background which results in the individual's financial sophistication, including being or having been a chief executive officer, chief financial officer or other senior officer with financial oversight responsibilities, and, (b) qualify as an “audit committee financial expert” as defined by the Commission in Item 407(d)(5) of Regulation S-K, as amended from time to time. Committee members shall not simultaneously serve on the audit committees of more than two other public companies unless the Board determines that such simultaneous service would not impair the ability of such director to serve effectively on the Committee.

III. MEETINGS

The Committee shall meet at least four times annually, or more frequently as circumstances dictate. As part of its job to foster open communication, the Committee shall meet with representatives of the Corporation’s internal auditing group and the Corporation’s independent registered public accounting firm in separate executive sessions. The Committee may request any officer or employee of the Corporation or the Corporation’s outside counsel or independent registered public accounting firm to attend a meeting of the Committee or to meet with any members of, or consultants to, the Committee.

IV. RESPONSIBILITIES AND DUTIES

1. Retention and Oversight of Independent Registered Public Accounting Firm

   The Committee has sole authority and direct responsibility to appoint, compensate, evaluate, retain, replace and oversee the work of the independent registered public accounting firm for the purpose of rendering or issuing an audit report or related work or performing other audit, review or attest services for the Corporation. The independent registered public accounting firm will report directly to the Committee and will, in all respects, be accountable to the Committee. Accordingly, the Committee shall have direct responsibility to:

   • Select, retain, and if necessary, replace the Corporation’s independent registered public accounting firm, based upon the Committee’s review of the independence and effectiveness of the independent registered public accounting firm.
   • Approve the fees and other compensation to be paid to the independent registered public accounting firm and the funding therefor. The Corporation shall provide for appropriate funding, as determined by the Committee as a committee of the Board, for payment of compensation to the independent registered public accounting firm for the purpose of rendering or issuing an audit report or related work or performing other audit, review or attest services for the Corporation.
   • Oversee the work of the independent registered public accounting firm (including resolution of disagreements between management and the independent registered public accounting firm regarding financial reporting) for the purposes of preparing or issuing an audit report or related work or performing other audit, review or attest services for the Corporation.
   • Evaluate the qualifications, performance and independence of the independent registered public accounting firm on an ongoing basis, including the following:
     • consider whether the provision of permitted non-audit services is compatible with maintaining the independent registered public accounting firm’s independence.
     • obtain and review a report from the independent registered public accounting firm at least annually regarding: (a) the independent registered public accounting firm’s internal quality-control procedures, (b) any material issues raised by the most recent internal quality-control review, or peer review, of the firm, or by any inquiry or investigation by governmental or professional authorities within the preceding five years respecting one or more independent audits carried out by the audit firm and (c) any steps taken to deal with any such issues.
     • obtain and review a formal written statement of the independent registered public accounting firm prior to its initial enagement, and thereafter, at least annually, prepared in accordance with applicable requirements of the Public Company Accounting Oversight Board ("PCAOB") Rule 3526 (as may be modified or amended), describing all relationships between the independent registered public accounting firm or its affiliates, on one hand, and the Corporation or persons in financial reporting oversight roles at the Corporation, on the other. Prior to such initial engagement, and thereafter, following receipt of each such report annually, the Committee will discuss with the independent registered public accounting firm any disclosed relationships or services that may impact the objectivity and independence of the independent registered public accounting firm, and if so determined by the Committee, will recommend that the Board take appropriate action to satisfy itself of the independence of the independent registered public accounting firm. The Committee will also cause the independent registered public accounting firm to affirm, in writing, to the Committee that it is independent and in compliance with PCAOB Rule 3520 and to document the substance of its discussion with the Committee.
     • review and evaluate the qualifications, performance and independence of the lead audit partner of the independent registered public accounting firm.
     • take into account the opinions of management and the senior internal auditing executive.
     • consider the timing and process for implementing the rotation of the lead audit partner, the concurring partner and any other audit partner subject to rotation and consider whether there should be a regular rotation of the audit firm itself.
     • present its conclusions with respect to the independent registered public accounting firm to the Board for its information at least annually.
     • consider, at least annually, in order to assure continuing registered public accounting firm's independence, whether the Corporation should change the independent registered accounting firm.
   • Pre-approve all auditing services and permitted non-audit services (including the fees and terms thereof) to be performed for the Corporation by its independent registered public accounting firm, subject to the exceptions for non-audit services described in Section 10A(i)(1)(B) of the Exchange Act which must be approved by the Committee prior to the completion of the audit. In lieu of pre-approving audit and permitted non-audit services, the Committee may establish policies and procedures for the engagement of an independent registered public accounting firm to perform such services, provided that the policies and procedures are detailed as to the particular service, the Committee is informed of such service, and such policies and procedures do not include delegation of the Committee's responsibilities to management.
   • Recommend to the Board policies for the Corporation’s hiring of employees or former employees of the independent registered public accounting firm who participated in any capacity in the audit of the Corporation.
   • Engage independent counsel and other advisors as the Committee determines necessary or advisable to carry out its duties. The Corporation shall provide for appropriate funding, as determined by the Committee as a committee of the Board, for payment of compensation to any advisors employed by the Committee.

2. Financial Disclosure

   In fulfilling its duties and responsibilities, the Committee shall:

   • Review and discuss with management and the independent registered public accounting firm the Corporation's annual audited financial statements prior to the filing of such financial statements with the Commission, including the Corporation's disclosures under "Management's Discussion and Analysis of Financial Condition and Results of Operations.” The Committee shall review any items communicated by the independent registered public accounting firm to the Committee in accordance with PCAOB Auditing Standard No. 16 (AS 16), Communications with Audit Committees, as amended, supplemented or superseded from time to time, which requires auditors to (a) communicate to the audit committee the responsibilities of the auditor in relation to the audit and establish an understanding of the terms of the audit; (b) obtain information from the audit committee relevant to the audit; (c) communicate to the audit committee an overview of the overall audit strategy and timing of the audit; and (d) provide the audit committee with timely observations arising from the audit that are significant to the financial reporting process. The Committee shall recommend to the Board whether the audited financial statements should be included in the Corporation’s Form 10-K.
   • Review and discuss with management and the independent registered public accounting firm the Corporation’s quarterly financial statements prior to the filing of its Form 10-Q, including the Corporation's disclosures under "Management's Discussion and Analysis of Financial Condition and Results of Operations.” The Committee shall review any items communicated by the independent registered public accounting firm in accordance with generally accepted auditing standards.
   • Prior to the filing of the respective audit report with the Commission, review with the independent registered public accounting firm the following items as to which the independent registered public accounting firm is required to report to the Committee: (a) all critical accounting policies and practices to be used, (b) all alternative treatments of material items within generally accepted accounting principles that have been discussed with management, ramifications of the use of such alternative disclosures and treatments, and the treatment preferred by the independent registered public accounting firm, and (c) other material written communications between the independent registered public accounting firm and management, including any management letter or schedule of unadjusted differences.
   • From time to time as determined by the Committee, and normally on at least an annual basis, discuss with management and the independent registered public accounting firm significant financial reporting issues and judgments made in connection with the preparation of the Corporation’s financial statements, including: (a) any significant changes in the Corporation’s selection or application of accounting principles, (b) analyses prepared by management or the independent registered public accounting firm setting forth significant financial reporting issues and judgments made in connection with the preparation of the financial statements, and (c) the effect of regulatory and accounting initiatives, as well as off-balance sheet structures, on the financial statements of the Corporation.
   • From time to time as determined by the Committee, review with the independent registered public accounting firm and management all material transactions involving related persons or entities, with clear discussion of arrangements that may involve transaction terms or other aspects that differ from those which would likely be negotiated with clearly independent parties.
   • From time to time as determined by the Committee, review with the independent registered public accounting firm their judgments about the quality and appropriateness of the Corporation's accounting principles as applied to its financial reporting.
   • Discuss generally with management the Corporation’s earnings press releases, including the use of “pro forma” or “adjusted” non-GAAP information, as well as financial information and earnings guidance provided to analysts and rating agencies. It is not expected that the Committee shall pre-approve each such release or guidance.
   • Provide an open avenue of communication among the independent registered public accounting firm, financial and senior management, the internal auditing group, and the Board.

3. Oversight of the Corporation's Internal Audit Function

   In conjunction with the Committee's review of financial statements and reports, the Committee shall:

   1. Oversee the Corporation’s internal auditing group, which shall report functionally to the Committee and administratively to the CFO.
   2. Review periodically with management the appointment and performance of the senior internal auditing executive.
   3. Review with management and the independent registered public accounting firm the adequacy and effectiveness of the Corporation's financial reporting processes and controls, including:
      1. internal controls and procedures for financial reporting (including any significant deficiencies in the design or operation of internal controls, any material weaknesses in internal controls and any fraud, whether or not material, that involves management or other employees who have a significant role in the internal controls), and,
      2. disclosure controls and procedures.
   4. Review all material reports to management prepared by the internal auditing group and management’s responses thereto.
   5. Discuss with the independent registered public accounting firm and management the internal auditing group responsibilities, budget and staffing and any recommended changes in the planned scope of the internal audit.

4. Ethical and Legal Compliance

   In fulfilling its duties and responsibilities, the Committee shall from time to time, as it determines:

   1. Establish, review and update periodically the Corporation’s Global Code of Conduct and review management’s controls for establishing a system to enforce this Code.
   2. To the extent required by the applicable rules of the NASDAQ Stock Market, the Committee shall review and consider approval of all related-party transactions.
   3. Discuss with management and the independent registered public accounting firm any correspondence with regulators or governmental agencies and any published reports which raise material issues regarding the Corporation’s financial statements or accounting policies.
   4. Review, with the Corporation's counsel, legal compliance matters including corporate securities trading policies.
   5. Review, with the Corporation's counsel, any legal matter that could have a significant impact on the Corporation's financial statements.
   6. Establish procedures for the receipt, retention and treatment of complaints received by the Corporation regarding the Corporation’s accounting, internal accounting controls or auditing matters, including procedures for the confidential, anonymous submission by employees of the Corporation of concerns regarding questionable accounting or auditing matters.

5. Other Responsibilities

   In fulfilling its duties and responsibilities, the Committee shall:

   1. Annually prepare a report to shareholders as required by the Commission. The report should be included in the Corporation’s annual proxy statement.
   2. To the extent deemed advisable by the Committee, periodically review with management the Corporation’s significant risk exposures, including without limitation financial, operational, privacy, data security, business continuity, reputational, legal and regulatory risks, and the steps management has taken to monitor, mitigate and control such exposures, including the Corporation’s risk assessment and risk management policies. The Committee will report regularly to the Board the substance of such reviews and discussions and, as necessary, recommend to the Board such actions as the Committee deems appropriate.
   3. Review and reassess the adequacy of this Charter and recommend any changes to the Board on at least an annual basis.
   4. Conduct an annual performance evaluation of the Committee, which may be a part of the annual Board evaluation process conducted by the Nominating, Governance & Public Policy Committee.
   5. Report regularly to the Board regarding its actions and deliberations.
   6. Perform any other activities consistent with this Charter, the Corporation's by laws, and governing law, as the Committee or the Board deems necessary or appropriate.

6. ADDITIONAL MATTERS
   • To the extent permitted by applicable law and the rules of the NASDAQ Stock Market, as amended from time to time, the Committee may delegate authority to individual Committee members or such subcommittees as the Committee deems appropriate and shall review the actions of all such individuals or subcommittees as appropriate. Without limiting the foregoing, the Committee may delegate to the Chair the authority to:
     1. pre-approve any engagement for audit services or permitted non-audit services, provided that the delegation is accomplished in accordance with Section IV.A. hereof, and,
     2. discuss with the independent registered public accounting firm the matters required to be discussed under generally accepted auditing standards with respect to interim financial statements.
   • While the Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Committee:
     1. to plan or conduct audits, or,
     2. to determine that the Corporation's financial statements are complete and accurate and are in accordance with generally accepted accounting principles. This is the responsibility of management and the independent registered public accounting firm.
   • The Committee may rely in good faith upon the records of the Corporation and upon the information, opinions, reports or statements presented to the Committee by management and the independent registered public accounting firm. The Committee shall not be required to verify any such information unless in the Committee’s good faith judgment the circumstances justify such verification.
   • The Committee may conduct or authorize investigations into any matters within the scope of this Charter.

Adopted by the Audit Committee and Board on Directors on March 10, 2000,
Revised by the AC and Board on April 11, 2003, May 26 & 27, 2005, May 22 & 23, 2008,
December 9 & 10, 2008, May 26- 27, 2011, May 17 & 18, 2012, and May 23-24, 2013, and March 5, 2014.

Compensation Committee Members:

• Linda M. Dillman, Chairperson
• Gerald E. Bisbee, Ph.D.
• Denis A. Cortese, M.D.
• Julie L. Gerberding, M.D., M.P.H.
• William D. Zollars

Compensation Committee Charter:

I. PURPOSE; COMPOSITION

The Compensation Committee is appointed by the Board of Directors of Cerner Corporation (the “Corporation”) primarily to review and approve the Corporation’s compensation policies and practices, establish compensation for Directors, evaluate the Corporation’s Chief Executive Officer’s performance and establish compensation accordingly, review and approve the total compensation of the Corporation’s Section 16 Officers, review and approve executive Performance-Based Compensation Plan targets and earned payouts and equity stock grants to the Corporation’s Section 16 Officers and adopt and approve major changes in the Corporation’s benefit plans and compensation philosophy. The Compensation Committee will primarily fulfill these responsibilities by carrying out the activities enumerated in Section II of this Charter. These responsibilities are in addition to those duties set out for a member of the Board.

The Compensation Committee must be comprised of at least two members. Each member of the Compensation Committee must be a member of the Board of Directors and must otherwise be independent as defined in (i) Section 10C of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder and (ii) NASDAQ Rule 5605(a)(2), all as may be amended from time to time. In affirmatively determining the independence of any director who will serve on the Compensation Committee, the Board must consider all factors specifically relevant to determining whether a director has a relationship to the Corporation which is material to that director's ability to be independent from management in connection with the duties of a Compensation Committee member, including, but not limited to: (i) the source of compensation of such director, including any consulting, advisory or other compensatory fee paid by the Corporation to such director; and (ii) whether such director is affiliated with the Corporation, a subsidiary of the Corporation or an affiliate of a subsidiary of the Corporation. At least two members of the Compensation Committee shall qualify as "non-employee" directors within the meaning of Rule 16b-3 under the Exchange Act.

The members of the Compensation Committee shall be appointed by the Board on the recommendation of the Nominating, Governance & Public Policy Committee. One member of the Compensation Committee shall be appointed as Committee Chairman by the Board. Compensation Committee members may be replaced by the Board.

II. RESPONSIBILITIES AND AUTHORITY

Cerner’s Board of Directors established the charter for the Compensation Committee by delegating to the Committee the authority to:

1. Evaluate the performance and establish total compensation (including salary, equity-based awards and other components) of the Chairman and Chief Executive Officer. The Chief Executive Officer may not be present during voting or deliberations by the Compensation Committee on his compensation;
2. Select an appropriate compensation peer group and periodically review executive compensation in relation to this peer group;
3. Review and approve all compensation (including salary, equity-based awards, personal use policies and other components) of the Section 16 executive officers of the Corporation;
4. Administer the Corporation’s incentive and equity-based compensation plans and any incentive program providing for performance-based awards granted thereunder, and have all such responsibilities as set forth from time to time in such plans or programs;
5. Review and approve metrics and targets which form the basis of the Corporation’s incentive compensation, bonus or qualified retirement plans and review proposed executive bonus payouts prior to payment;
6. Review, approve and establish a grant date for equity grants to officers;
7. In consultation with senior management, review and approve the general compensation philosophy, policies and practices of the Corporation applicable to other associates;
8. Conduct an annual review of the potential risk to the Corporation from its compensation programs and policies, including any incentive plans, and determine whether such programs and policies incentivize unnecessary or excessive risk taking;
9. In consultation with senior management, review the general compensation philosophy, policies and practices of the Corporation applicable to all associate benefit plans;
10. Review and make recommendations to the Board of Directors regarding the establishment of equity compensation plans and review and approve updates thereto, as well as the termination of equity compensation plans;
11. Review and approve the establishment, amendment and termination of qualified retirement plans;
12. Review and approve the establishment, amendment and termination of any associate stock purchase plans;
13. Periodically review actions taken by officers with respect to associate benefit plans;
14. Review and make recommendations to the Board of Directors regarding the establishment of non-employee Director compensation;
15. Establish and periodically review stock retention guidelines for the officers of the Company.
16. Review and discuss with management the disclosures under the section of the annual Proxy Statement titled “Compensation Discussion and Analysis” (the “CD&A”) and based on such review, make a recommendation to the Board of Directors as to whether the CD&A should be included in Cerner’s Annual Report on Form 10-K and, as applicable, Cerner’s Proxy Statement;
17. Produce an annual report of the Compensation Committee for inclusion or incorporation by reference into Cerner’s Annual Report and Proxy Statement;
18. Review and discuss items required to be included in Cerner's annual Proxy Statements pursuant to Rules 14a-21(a) and 14a-21(b) under the Securities Exchange Act of 1934 (the so-called "Say-on-Pay" and "Say-When-on-Pay" votes, respectively) and make recommendations to the Board of Directors regarding such matters;
19. Review and discuss the results of "Say-on-Pay" and "Say-When-on-Pay" votes;
20. Determine and recommend to the Board of Directors, for reporting to the SEC within 150 calendar days of a shareholder vote, the frequency of Cerner’s "Say-on-Pay" vote to be held at annual meetings of Cerner's shareholders;
21. Conduct an annual review of its own performance, which may be a part of the annual Board evaluation process conducted by the Nominating, Governance and Public Policy Committee;
22. Receive reports from subcommittees and make regular reports to the Board of Directors on the Compensation Committee’s activities;
23. Review and reassess this Charter annually and recommend any proposed changes to the Board of Directors for approval;
24. Carry out such special assignments as the Board of Directors may, from time to time, give to the Compensation Committee; and
25. Retain outside compensation consultants, independent legal counsel and other consultants to review executive compensation, Board member compensation or perform any other analysis the Compensation Committee deems appropriate after taking into consideration the following factors for such compensation consultants, independent legal counsel and other consultants (other than in-house legal counsel):
    1. the provision of other services to the Corporation by the person that employs the compensation consultant, legal counsel, or other adviser;
    2. the amount of fees received from the Corporation by the person that employs the compensation consultant, legal counsel, or other adviser, as a percentage of the total revenue of the person that employs the compensation consultant, legal counsel, or other adviser;
    3. the policies and procedures of the person that employs the compensation consultant, legal counsel, or other adviser that are designed to prevent conflicts of interest;
    4. any business or personal relationship of the compensation consultant, legal counsel, or other adviser with a member of the Compensation Committee;
    5. any stock of the issuer owned by the compensation consultant, legal counsel, or other adviser; and
    6. any business or personal relationship of the compensation consultant, legal counsel, other adviser or the person employing the adviser with an executive officer of the Corporation.

    Notwithstanding the foregoing, the Compensation Committee need not conduct an independence assessment for a compensation adviser that acts in a role limited to the following activities for which no disclosure is required under Item 407(e)(3)(iii) of Regulation S-K: (a) consulting on any broad-based plan that does not discriminate in scope, terms, or operation, in favor of executive officers or directors of the Corporation, and that is available generally to all salaried employees; or (b) providing information that either is not customized for a particular issuer or that is customized based on parameters that are not developed by the adviser, and about which the adviser does not provide advice.

    The Compensation Committee shall be directly responsible for the appointment, compensation, and oversight of the work of such advisers. The Corporation will provide for appropriate funding, as determined by the Compensation Committee as a committee of the Board, for payment of compensation to any advisors employed by the Compensation Committee.

III. MEETINGS

The Compensation Committee shall meet as often as may be deemed necessary or appropriate, with a target of at least two meetings annually. As part of its job to foster open communication, the Compensation Committee shall meet with representatives of the Corporation’s human resources group on a regular basis. The Compensation Committee may request any officer or associate of the Corporation or the Corporation’s outside counsel to attend a meeting of the Compensation Committee or to meet with any members of, or consultants to, the Compensation Committee.

IV. ADDITIONAL MATTERS

Notwithstanding any provision in this Charter to the contrary, if, based on applicable transition relief guidance from the Internal Revenue Service, the Corporation is eligible to take advantage of the "performance-based compensation" exception to Internal Revenue Code Section 162(m) for a written binding contract in effect on November 2, 2017, the Compensation Committee, or a sub-committee thereof, may compose itself solely of individuals qualifying as “outside directors" within the meaning of Internal Revenue Code Section 162(m) as in effect on December 31, 2017.

To the extent permitted by applicable law and the rules of the NASDAQ Stock Market, as amended from time to time, the Compensation Committee may delegate authority to individual Compensation Committee members or such subcommittees as the Compensation Committee deems appropriate and shall review the actions of all such individuals or subcommittees as appropriate.

Adopted by the Compensation Committee on May 19, 1997,
Revised by the CC on December 3, 1998,
Revised by the CC and the Board of Directors on
January 21, 2000, December 5 & 6, 2002, March 8 & 9, 2005,
May 22, 2008 and March 8 & 9, 2011, February 28 & March 1, 2013, March 5, 2014, November 30, 2015, March 1, 2018

Nominating, Governance & Public Policy Committee Members:

• Mitchell E. Daniels, Jr., Chairperson
• Gerald E. Bisbee Jr., Ph.D.
• Denis A. Cortese, M.D.
• Julie L. Gerberding, M.D., M.P.H.
• William D. Zollars

Nominating, Governance & Public Policy Committee Charter:

I. PURPOSE

The Nominating, Governance & Public Policy Committee (the “Committee”) is appointed by the Board of Directors (the “Board”) to provide assistance to the Board, the Chairman and the CEO of Cerner Corporation (the “Corporation”) in the areas of: (i) Board membership nomination, committee membership recommendations and rotation practices, (ii) evaluation of the overall effectiveness of the Board and review and consideration of developments in corporate governance practices, and, (iii) current and emerging political, corporate citizenship and public policy issues that may affect the business operations, performance or public image of the Corporation. The Committee’s goal is to assure that the composition, practices and operation of the Board contribute to value creation and effective representation of the Corporation’s shareholders and to foster Cerner’s commitment to operate its business worldwide in a manner consistent with the rapidly changing demands of society.

II. COMPOSITION

The Committee shall be comprised of two (2) or more directors as determined by the Board, each of whom shall be independent directors as defined by the NASDAQ Stock Market. Unless a Chair is elected by the full Board, the members of the Committee may designate a Chair by majority vote of the full Committee membership.

III. MEETINGS

The Committee shall meet as often as may be deemed necessary or appropriate, with a target of at least two (2) meetings annually. The Committee may invite to its meetings any director, officer of the Corporation or such other person as it deems appropriate in order to assist it in performing its responsibilities.

IV. RESPONSIBILITIES AND DUTIES

The responsibilities of the Committee in the areas of nominating, corporate governance and public policy shall be to:

1. Nominating
   1. Develop a Board which is diverse in nature and provides management with experienced and seasoned advisors in fields related to current or future business directions of the Corporation;
   2. Screen and make recommendations to the Board regarding all nominees for Board membership, whether for the slate of director nominees to be proposed by the Board to the shareholders or any director nominees to be appointed by the Board to fill interim director vacancies;
      In considering possible candidates for election as a director, the Committee should be guided by the following principles: (a) each director should be an individual of the highest character and integrity; (b) each director should have substantial experience which is of particular relevance to the Corporation; (c) each director should have sufficient time available to devote to the affairs of the Corporation; (d) each director should represent the best interests of the shareholders as a whole rather than special interest groups; and (e) a diverse board leads to improved Corporation performance by encouraging new ideas, expanding the knowledge base available to management and fostering a boardroom culture that promotes innovation and vigorous deliberation.
      The Committee will consider, among other things, a nominee’s independence, character, ability to exercise sound judgment, diversity, demonstrated leadership, skills, including financial literacy, and experience. The Committee will seek qualified Board candidates from, among other areas, the traditional corporate environment, government, academia, private enterprise, non-profit organizations and professions such as accounting, human resources and legal services. The Committee is committed to seeking out qualified and diverse director candidates, including women and individuals from minority groups, to include in the pool from which nominees are chosen.
   3. Review director candidates submitted by shareholders;
   4. Conduct the appropriate and necessary inquiries into the backgrounds, qualifications and independence of possible candidates;
   5. Review periodically the membership of each committee of the Board and recommend committee assignments to the Board, including rotation, reassignment or removal of any committee member; and
   6. Determine, acting through the Chairman and the CEO, the effect of a change in the reputation of character and integrity, interests, or employment status of a director and, if necessary or appropriate, request the Board to consider and accept the resignation of a director.
2. Corporate Governance
   1. Regularly review issues and developments related to corporate governance trends and issues and formulate and recommend governance standards to the Board;
   2. Adopt and review periodically the qualifications/criteria for the nomination of directors and selection of committee members;
   3. Review and make recommendations to the Board regarding the Corporation's responses to shareholder proposals;
   4. Make recommendations to the Board regarding committee structure and delegated responsibilities to be included in the charter of each Board committee;
   5. Annually review and oversee Board and Board committee evaluation process and evaluate and recommend any revisions to Board and committee meeting policies and logistics;
   6. Annually review the composition and size of the Board, including considering and as appropriate, recommending changes in the size or composition of the Board, to ensure it reflects the knowledge, experience, skills and diversity required to fulfill its duties;
   7. Review on an annual basis director compensation and benefits;
   8. Oversee and review on a periodic basis the orientation program for new directors and the continuing education program for existing directors; and
   9. Retain and/or terminate outside advisors, including any search firm to be used to assist the Committee in identifying director candidates, and approve such advisors' or search firm's fees and other retention terms.
3. Public Policy
   1. Periodically (or as circumstances warrant) review with management strategic issues relating to current and emerging political, corporate citizenship and public policy issues that may affect the business operations, performance or public image of the Corporation, such as: government relations (including political activity and contributions), equal employment and diversity, corporate social responsibility and philanthropic activities (including charitable contributions); and
   2. Review with management the Corporation’s policies, practices and programs with respect to public issues of importance to shareholders, the associates of the Corporation and the general public, to the extent those matters are not the responsibility of other committees of the Board.
      The Committee undertakes such additional activities within the scope of its primary functions as the Committee or the Board may from time to time determine. The Committee shall report regularly to the Board regarding its actions and deliberations. The Committee has the power to retain outside counsel or other consultants or experts to assist or advise the Committee and shall receive funding from the Corporation to engage such advisors.

V. SUBCOMMITTEES

To the extent permitted by the Corporation's bylaws, applicable law and the rules of the NASDAQ Stock Market, as amended from time to time, the Committee may delegate authority to individual Committee members or such subcommittees as the Committee deems appropriate and shall review the actions of all such individuals or subcommittees as appropriate.

VI. ADEQUACY OF CHARTER

The Committee shall review and reassess the adequacy of this Charter on an annual basis and recommend any proposed changes to the Board for approval.

Adopted by the NG&PP Committee and the Board of Directors on March 24, 2003,
Revised by the NG&PP Committee and the Board on December 5, 2003, March 8 & 9, 2005, and March 5, 2014.