The Committee shall consist of three or more directors, each of whom shall be "independent" under applicable law, including the rules of the NASDAQ Stock Market (the "NASDAQ"), subject to any applicable exceptions to such requirements.
Committee members shall be elected by the Board at each annual organizational meeting of the Board; they shall serve for such term or terms as the Board may determine until their successors shall be duly elected and qualified, or their earlier resignation, or their removal at any time by action of the Board with or without cause. Candidates to fill subsequent vacancies in the Committee shall be appointed by the Board based on nominations by the Committee. The Committee's chairperson shall be designated by the full Board or, if it does not do so, the Committee members shall elect a Chairman by vote of a majority of the full Committee.
The Committee may form and delegate authority to subcommittees when it deems appropriate, provided that the subcommittees are composed entirely of directors who satisfy the "independence" requirements under applicable law, including the rules of NASDAQ.