Nominating and Corporate Governance Committee Charter
Nominating Committee Charter
NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER
of the Nominating and Corporate Governance Committee
of Leap Wireless International, Inc.
(as amended through September 15, 2005)
This Nominating and Corporate Governance Committee
Charter was adopted by the Board of Directors (the "Board") of Leap
Wireless International, Inc. (the "Company") on November 11, 2004,
and amended through the date set forth above).
The purpose of the Nominating and Corporate Governance
Committee (the "Committee") of the Board of the Company is to assist
the Board in discharging the Board's responsibilities regarding:
- the identification of qualified candidates to become Board members;
- the recommendation of membership on each of the Committees of the Board
- the selection of nominees for election as directors at the next annual meeting
of stockholders (or special meeting of stockholders at which directors are
to be elected);
- the selection of candidates to fill any vacancies on the Board or Board
Committees;oversight of the evaluation of the Board; and
- oversight of the evaluation of the Board; and
- oversight of the Company's corporate governance guidelines.
In addition to the powers and responsibilities expressly delegated to the Committee in this Charter, the Committee may exercise any other powers and carry out any other responsibilities delegated to it by the Board from time to time consistent with the Company's bylaws. The powers and responsibilities delegated by the Board to the Committee in this Charter or otherwise shall be exercised and carried out by the Committee as it deems appropriate without requirement of Board approval, and any decision made by the Committee (including any decision to exercise or refrain from exercising any of the powers delegated to the Committee hereunder) shall be at the Committee's sole discretion. While acting within the scope of the powers and responsibilities delegated to it, the Committee shall have and may exercise all the powers and authority of the Board. To the fullest extent permitted by law, the Committee shall have the power to determine which matters are within the scope of the powers and responsibilities delegated to it.
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The authorized number of directors comprising the
Committee shall be two directors, or such greater number of directors as determined
by the Board from time to time, each of whom (a) satisfies the independence
requirements of NASDAQ, and (b) has experience, in the business judgment of
the Board, that would be helpful in addressing the matters delegated to the
The members of the Committee, including the Chair
of the Committee (the "Chair"), shall be appointed by the Board. Committee
members may only be removed from the Committee with cause by the Board. Any
action duly taken by the Committee shall be valid and effective, whether or
not the members of the Committee at the time of such action are later determined
not to have satisfied the requirements for membership provided herein.
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III. Meetings and Procedures
The Chair (or in his or her absence, a member designated by the Chair) shall
preside at each meeting of the Committee and set the agendas for Committee meetings.
The Committee shall have the authority to establish its own rules and procedures
for notice and conduct of its meetings so long as they are not inconsistent
with any provisions of the Company's bylaws that are applicable to the Committee.
The Committee shall meet on a regularly scheduled
basis at least two times per year and more frequently to the extent the Committee
deems necessary or desirable. Members of the Committee may participate in meetings
of the Committee by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other, and such participation in a meeting shall constitute presence in
person at such meeting.
All directors that are not members of the Committee
may attend and observe meetings of the Committee, but shall not participate
in any discussion or deliberation unless invited to do so by the Committee,
and in any event shall not be entitled to vote. The Committee may, at its discretion,
include in its meetings members of the Company's management, or any other person
whose presence the Committee believes to be necessary or appropriate.
The Committee shall have the sole authority as it
deems appropriate, to retain and/or replace, as needed, any independent counsel,
experts or advisors that the Committee believes to be necessary or appropriate.
The Committee may also use the services of the Company's regular legal counsel
or other advisors to the Company. The Company shall provide for appropriate
funding, as determined by the Committee in its sole discretion, for payment
of compensation to any such persons retained by the Committee and for ordinary
administrative expenses of the Committee that are necessary or appropriate in
carrying out its duties. The Committee shall have sole authority to retain and
terminate any search firm to be used to identify director candidates, including
sole authority to approve such search firm's fees and other retention terms.
The Chair shall report to the Board following meetings
of the Committee and as otherwise requested by the Chairman of the Board.
The Committee shall adopt (i) a policy regarding
the consideration of any director candidates recommended by stockholders; (ii)
a description of the procedures to be followed by stockholders in submitting
director candidate recommendations; (iii) the criteria and guidelines used by
the Committee for purposes of identifying and evaluating director candidates;
and (iv) a description of the Committee's process for identifying and evaluating
nominees for director (including nominees recommended by stockholders). The
Committee shall recommend, for approval by the independent directors of the
Board, a process by which the Company's stockholders may send communications
to directors and the process for determining which communications will be relayed
to directors. The process by which stockholders may communicate with directors
shall be disclosed in the Company's annual proxy statement.
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IV. Duties and Responsibilities
- (a) At an appropriate time prior to each annual meeting of stockholders
at which directors are to be elected or reelected, the Committee shall recommend
to the Board for nomination by the Board such candidates as the Committee,
in the exercise of its judgment, has found to be well qualified and willing
and available to serve..
(b) At an appropriate time after a vacancy arises on the Board or a Board
committee, or a director advises the Board of his or her intention to resign
from the Board or a Board committee, the Committee shall recommend to the
Board for appointment by the Board to fill such vacancy, such person as the
Committee, in the exercise of its judgment, has found to be well qualified
and willing and available to serve.
(c) For purposes of (a) and (b) above, the Committee may consider the following criteria, among others the Committee shall deem appropriate, in recommending candidates for election to the Board:
- personal and professional integrity, ethics and values;
- experience in corporate management, such as serving as an officer or former officer of a publicly held company, and a general understanding of marketing, finance and other elements relevant to the success of a publicly-traded company in today's business environment;
- experience in the Company's industry;
- experience as a board member of another publicly held company;
- academic expertise in an area of the Company's operations; and
- practical and mature business judgment, including ability to make independent
- The Committee shall, at least annually, review the performance of each current
director and shall consider the results of such evaluation when determining
whether or not to recommend the nomination of such director for an additional
- In appropriate circumstances, the Committee, in its discretion, shall consider
and may recommend the removal of a director for cause, in accordance with
the applicable provisions of the Company's certificate of incorporation, bylaws
and corporate governance guidelines
- The Committee shall facilitate the Board's annual review of its performance
in accordance with the applicable provisions of the Company's corporate governance
- The Committee shall consider, develop and recommend to the Board such policies
and procedures with respect to the nomination of directors or other corporate
governance matters as may be required or required to be disclosed pursuant
to any rules promulgated by the Securities and Exchange Commission or otherwise
considered to be desirable and appropriate in the discretion of the Committee,
and may from time to time recommend amendments thereto to the Board.
- The Committee shall evaluate its own performance on an annual basis, including
its compliance with this Charter, and provide the Board with any recommendations
for changes in procedures or policies governing the Committee. The Committee
shall conduct such evaluation and review in such manner as it deems appropriate.
- The Committee shall periodically report to the Board on its findings and actions.
- The Committee shall review and reassess this Charter at least annually
and submit any recommended changes to the Board for its consideration.
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V. Delegation of Duties
In fulfilling its responsibilities, the Committee shall be entitled to delegate any or all of its responsibilities to a subcommittee of the Committee, to the extent consistent with the Company's certificate of incorporation, bylaws, corporate governance guidelines and applicable law and rules of markets in which the Company's securities then trade.
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|Mark H. Rachesky, M.D.
John D. Harkey, Jr.
Ronald J. Kramer
Richard R Roscitt