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The purpose of the Nominating/Corporate Governance Committee (the "Committee") of the Board of Directors (the "Board") of Medifast, Inc. (the "Company") is  to identify individuals qualified to become Board members; to  recommend to the Board individuals to serve as directors of the Company and on committees of the Board; to  advise the Board with respect to Board composition, procedures and committees; to develop, recommend to  the Board and annually review a  set of  corporate governance principles applicable to  the Company; to  evaluate and make recommendations to  the Board with respect to  the compensation of Directors; to oversee the evaluation of  the Board; and to  have such other powers and perform such other duties as  the Board may from time to  time delegate.

Duties and  Responsibilities

A.  Board Candidates and Nominees

The Committee shall have the following duties and responsibilities with respect to Board candidates and nominees:

a. To develop and recommend to the Board director qualification criteria and establish procedures for evaluating the suitability of potential director nominees. Such criteria shall include the possession of such knowledge, experience, skills, expertise and diversity so  as  to  enhance the Board's ability to  manage and direct the affairs and business of the Company, including, when applicable, to  enhance the ability of  committees of  the Board to fulfill their duties and/or to  satisfy any independence requirements imposed by law, regulation or NYSE listing standards.

b. To actively identify and attract candidates for director and to  review potential nominees proposed by management, shareholders or others.

c. To recommend to  the Board the director nominees for election by the shareholders or for appointment by the Board,  as the case may be, pursuant to  the By-Laws of  the Company, which recommendations shall be consistent with the Board's criteria for selecting new directors.

d. To review the suitability for continued service as  a  director of each Board member when his or her term expires and  when he or she has a  significant change in  status, including but not limited to an employment change, and to recommend whether or not the director should be re-nominated.

e. To review and make recommendations to the Board with regard to  length of Board service, director compensation and a  retirement policy for members of  the Board.

f. To review and oversee any orientation programs for newly elected members of  the Board and continuing director education programs and to  assist the Board in  the implementation of such programs.


B.  Board Composition and Procedures

The Committee shall have the following duties and responsibilities with respect to the composition and procedures of  the Board as  a whole:

a. To review annually with the Board the composition of the Board as  a  whole and to recommend, if necessary, measures to  be taken so  that the Board reflects the appropriate balance of  knowledge, experience, skills, expertise and diversity required for the Board as  a  whole and contains at least the minimum number of independent directors required by NYSE listing standards.

b. To review periodically the  size of  the Board and to recommend to  the Board any appropriate changes. c. To make recommendations on the frequency, content and structure of Board meetings.

c. To make recommendations concerning any other aspect of  the procedures of the Board that the Committee considers warranted, including but not limited to procedures with respect to  the waiver by the Board of  any Company rule, guideline, procedure or corporate governance principle.


C.  Board Committees

The following shall be the duties and responsibilities of  the Committee with respect to the committee structure of  the Board:

a. To make recommendations to  the Board regarding the size and composition of each standing committee of the Board, including the identification of individuals qualified to  serve as  members of  a committee, including the Committee, and to recommend individual directors to fill any vacancy that might occur on a  committee, including the Committee.

b. To monitor the functioning of the committees of  the Board and to  make recommendations for any changes, including the creation and elimination of  committees.

c. To review annually committee assignments and the policy with respect to  the rotation of  members of  the committees and/or chairpersons, and to report any recommendations to  the Board.


D.  Corporate Governance

The following shall be the duties and responsibilities of  the Committee with respect to corporate governance:

a. To develop and review periodically, and at least annually, the Corporate Governance Guidelines adopted by the Board to assure that they are appropriate for the Company and comply with the requirements of the NYSE exchange, and to recommend any desirable changes to  the Board.

b. To consider any other corporate governance issues that arise from time to  time, and to  develop appropriate recommendations for the Board.

c. To review significant shareholder relations issues, corporate political contributions and the Company's charitable contributions.


E.  Evaluation of the Board

The Committee shall be responsible for overseeing the evaluation of the Board as  a  whole and its committees. The Committee shall establish procedures to  allow it to  exercise this oversight function.


F.  Investigations and Studies; Outside Advisers

The Committee may conduct or authorize investigations into or studies of  matters within the Committee's scope of responsibilities, and may retain, at the Company's expense, such independent counsel or other advisers as  it deems necessary. The Committee shall have the sole authority to  retain or terminate any firm to  be used to identify director candidates and evaluate director compensation, including sole authority to  approve a search firm's fees and other retention terms, such fees to be borne by the Company.


G.  Performance Evaluation

The Committee shall annually conduct an evaluation of  its own performance and, in light of  this, consider changes in  its membership, charter or procedures. The Committee shall report to the Board the results of its  evaluation, including recommended charter, membership and other changes.


Composition  and Qualifications

The Committee shall be comprised of  three or more directors, the exact number to be determined from time to  time by resolution of  the Board. 

Each member of  the Committee shall be "independent" as required by NYSE listing standards and any other legal requirements as  shall from time to time be in  effect. The Board of  Directors shall, in  the exercise of  business judgment, determine the "independence" of  directors for this purpose.

The Chairman of  the Committee shall be designated by a  majority vote of  the entire Board.

Members of  the Committee shall be designated annually by a  majority vote of  the entire Board (after considering any recommendations of  the Committee) at the organizational meeting of  the Board of  Directors held in  connection with the annual meeting of  shareholders.

Vacancies on  the Committee shall be filled by majority vote of the entire Board. By a  majority vote of  the entire Board, a member of  the Committee may be removed.


Structure and Operation

1. Two members of  the Committee shall constitute a quorum. When more than two members are present, the act of a majority of  the members present at a  meeting at which a quorum is present shall be the act of the Committee, and when only two members are present, the unanimous vote of the two members shall constitute the act of  the Committee.

2. The Secretary of  the Company, or in  the absence of  the Secretary such person as may be designated by the Chairman of  the Committee, shall act as  secretary and keep the minutes of  all meetings of the Committee.


4. The Committee may request that any directors, officers or employees of  the Company, or other persons whose advice and counsel are sought by the Committee, attend any meeting of the Committee to  provide such pertinent information as the Committee requests.

5. The Chairman of  the Committee shall report to the Board at each meeting of  the Board the deliberations, actions and recommendations of  the Committee since the last Board meeting.

Except as  expressly provided in  this Charter, the By-laws of  the Company or the Company's Corporate Governance Guidelines, or as  required by law, regulation or NYSE listing standards, the Committee shall establish its own rules of procedure.


Committee Members