EDEN, Inc.
NOMINATING AND CORPORATE GOVERNANCE COMMITTEE
The current members of the Committee are C. Roscoe-Herbert, Chairperson, Therese
Sweeney Drake, Lisa Kious McGovern, and Meg Slifcak, President of the Board, Ex-Officio
Member of the Committee.
The Nominating and Corporate Governance Committee is charged with the following:

Identify individuals qualified to become Board members, and recommend to the Board
the director nominees for the next meeting of the Board at which directors are to be
elected or to fill any vacancies. The Committee is charged with enhancing the quality of
nominees to the board and ensuring the integrity of the nominating process.

Recommend membership and chairpersons for each Board committee;

Lead the Board in an annual review of the Board’s performance to determine whether the
Board and its committees are functioning effectively. The Committee shall oversee the
evaluation process and report on such process and the results of the evaluations, including
any recommendations for proposed changes to the Board. The Board will conduct an
annual self-evaluation to determine whether it and its committees are functioning
effectively (input from all directors is imperative). The assessment will focus on the
Board's contribution to the organization and specifically focus on areas in which the
Board or management believes that the Board could improve.

Responsible for director orientation and ongoing Board education.

The Committee must develop a director orientation program
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
The orientation program should be conducted as soon as possible,
preferably within two months of the meeting at which the new director
is elected. This orientation will include presentations by senior
management to familiarize new directors with the Company's strategic
plans, its significant financial, accounting and risk management issues,
its compliance programs, and its Code of Ethics and Code of Conduct.
All other directors are also invited to attend the Orientation Program.

The Committee should develop a continuing education program for the
directors.

Review similar organization’s board’s education policies (the
Board should have at least one continuing education presentation per
year).

Monitor the attendance, preparation and participation of individual directors and conduct
a performance evaluation of each director prior to the time he/she is considered for renomination to the Board;

Oversee matters of corporate governance for the Board, including formulating and
recommending governance principles and policies to the Board. At least annually, the
Committee shall review and reassess the adequacy of such corporate governance
guidelines and recommend any proposed changes to the Board;

Oversee matters relating to business conduct and ethics, including the review potential
conflicts of interest involving directors and determine whether such director(s) may vote
on any issue as to which there may be a conflict, and related party transactions and
determine whether such transactions are appropriate for the organization to undertake.
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
Responsible for the organization’s succession planning.

The Committee will recommend to Board at least two (2) search firms to
assist the Committee in identifying executive director (or other senior
staff) candidates. The Committee shall make a report to the Board on
succession planning at least once annually. The entire Board will work
with the Committee to evaluate potential successors to the Executive
Director. The Executive Director should make available his/her
recommendations and evaluations of potential successors, along with a
review of any development plans recommended for such individuals.

Responsible for the Executive Director Evaluation, which is initiated by the Board
President, and will make a recommendation to the Board annually regarding the
Executive Director's performance and will make a recommendation to the Board annually
regarding the Executive Director's compensation. The performance review and the
compensation recommendation will be presented to the full Board for the Board’s
consideration.
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