Nominating and Governance Committee
Members.The Board of Directors of Emisphere Technologies shall appoint a Governance and Nominating Committee of at least three members, consisting entirely of independent directors, and shall designate one member as chairperson. For purposes hereof, an "independent" director is a director who meets the National Association of Securities Dealers Inc. definition of "independence" as determined by the Board. Each member will be free of any relationship that, in the opinion of the Board, would interfere with his or her individual exercise of independent judgment.
Approved and adopted by the Board of Directors in March 2006
Mark H. Rachesky M.D. Michael Weiser M.D., Ph.D.
- Financial Expert
- Independent Director