Corporate Governance

Purpose

• The Governance/Nominating Committee shall be responsible for matters relating to the governance of Ciprico Inc. (the "Company"), including selection of candidates for the Company's Board of Directors ("Board").
  
  

Membership

• The Governance/Nominating Committee will be comprised of two or more directors elected by the Board, each of whom shall be independent (as such term is defined by applicable laws and regulations or the Company's corporate governance policies, if any).
• The Chair of the Governance/Nominating Committee shall be elected by the Board based on recommendation of the Board Chair. The Chair of the Governance/Nominating Committee shall conduct the Committee meetings as well as represent the Committee at meetings of the Company's Board.
  
  

Responsibilities

• Developing, reviewing and revising as appropriate, for adoption by the Board, the Principles of Corporate Governance by which the Company and the Board shall be governed.
• Developing, reviewing and revising as appropriate, for adoption by the Board, the codes of ethical conduct and legal compliance by which the Company and its directors, officers, employees and agents will be governed.
• Developing and recommending to the Board policies and processes designed to provide for effective and efficient governance, including but not limited to: policies for evaluation of the Board and the Chair; the director nomination process, including board membership criteria, minimum qualifications for directors, and shareholder nomination of directors; shareholder-director communications; shareholder communication regarding shareholder proposals; director attendance at annual meetings; and succession planning for the Chief Executive Officer, the Board Chair and other Board leaders.
• Annually reviewing the composition of the Board against a matrix of skills and characteristics focused on the governance and business needs and requirements of the Company, and reporting to the Board regarding suggested changes in Board composition which will guide the Committee in the selection, recruitment and recommendation of directors.
• Meeting as necessary to consider the nomination and screening of Board member candidates, evaluate the performance of the Board and its members, as well as termination of membership of Board members in accordance with corporate policy, for cause or other appropriate reasons.
• Develop, recommend, review and administer compensation plans for members of the Board of Directors.
  
  

Authority

• The Governance/Nominating Committee shall have the authority, as and when it shall determine to be necessary or appropriate to the functions of the Governance/Nominating Committee,
  • (i) at the expense of the Company and not at the expense of the members thereof, to retain counsel (which may be, but need not be, the regular corporate counsel to the Company), employ one or more recruiting firms to assist in the identification and recruitment of director candidates and other advisors to assist it in connection with its functions; and
  • (ii) to request from the Chief Executive Officer, the Chief Financial Officer, and such other members of the Company's management as the Committee shall deem appropriate, advice and information, orally or in writing, concerning the Company's business operations and financial condition relevant to the functions of the Committee.
    
    

Meetings/Minutes:

• The Governance/Nominating Committee will maintain written minutes of its meetings. Such minutes shall be made available to the members of the Board of Directors, and filed with the minutes of the meetings of the Board of Directors.
  
  

Cooperation of Management:

• All members of management of the Company are requested to cooperate with the Governance/Nominating Committee, and to render assistance to it as it shall request in carrying out its functions.
  
  

Charter for the Governance/Nominating
Committee of the Board of Directors Of
Ciprico Inc.

June 2004