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The Governance & Nominating Committee (the "Committee") of the Board of Directors of Edgewater Technology, Inc. (the "Company") shall be appointed by the Board of Directors and shall consist of at least three directors, each of whom must be "Independent," as defined in paragraph 17 of the Company's Corporate Governance Board Guidelines, as amended (the "Guidelines"), and satisfy any other criteria for membership that are specified in the NASDAQ Rules and any other federal or state statute or regulation applicable to the Company from time to time. Independence of the Committee shall be evaluated at least annually, or more frequently as circumstances may dictate, by the full Board of Directors, with assistance of outside counsel. The Committee shall have a Chairman appointed by the Board and be subject to the provisions of the Company's Amended and Restated Bylaws relating to committees of the Board of Directors, including those provisions relating to removing committee members and filling vacancies. The Committee may, in its discretion, delegate any portion of its duties and responsibilities to a subcommittee of the Committee.
The Committee shall provide assistance to the Board of Directors in the manner specified in the Guidelines.
In connection with performing its powers and responsibilities specified in the Guidelines, the Committee will:
In order to facilitate the full development and examination of issues brought before the Committee and to encourage directors and officers to fully and frankly communicate with the Committee, all proceedings and records of the Committee shall be strictly confidential, except to the extent required by law or regulation or by a court of law.
This Charter was adopted effective February 25, 2004, and was amended and restated effective September 26, 2006, June 10, 2009 and June 8, 2011.