BOARD OF DIRECTORS
NOMINATING AND GOVERNANCE COMMITTEE CHARTER
As Adopted January 22, 2008
Purpose and Responsibilities
The Board of Directors (the “Board”) of Communicate.com Inc. (the “Company”), delegates to the Nominating
and Governance Committee of the Board (the “Governance Committee”) the responsibility for overseeing and, as
appropriate, making recommendations to the Board regarding membership and constitution of the Board and its
role in overseeing the affairs of the Company.
In particular, the Governance Committee will:
Review with the Board on an annual basis the appropriate skills and characteristics required on the Board
in the context of the strategic direction of the Company.
Review with the Board on an annual basis the appropriate skills and characteristics required of new
Manage the process for evaluating current Board members at the time they are considered for re-
nomination, provide advice to those Board members based on these evaluations, and
recommend to the Board whether those Board members should be re-nominated, after considering the
appropriate skills and characteristics required on the Board, the current makeup of the Board, the results
of the evaluations, and the wishes of those Board members to be re-nominated.
Solicit and receive recommendations for candidates for new directors, manage the process for evaluation
of any candidates and recommend Board approval of any candidate deemed acceptable by the
Manage a process under which the full Board annually assesses its performance and develops
recommendations for improvements.
As appropriate, review director compensation levels and practices, and recommend, from time to time,
changes in such compensation levels and practices to Board.
Periodically provide input to the Compensation Committee of the Company regarding the performance of
the Company’s Chief Executive Officer in light of cor