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Nominating and Corporate Governance Committee Charter

NAUTILUS, INC.

NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER
(As of February 2012)

Purpose

The purpose of the Nominating and Corporate Governance Committee (the “Committee”) is to assist the Board of Directors (the “Board”) of Nautilus, Inc. (the “Company”) in fulfilling its responsibilities by (a) identifying and recommending to the Board candidates to serve on the Board and its committees, (b) developing and reviewing the governance principles of the Company, and (c) establishing and overseeing a process for assessing the effectiveness of the Board and its committees.

Membership

Members of the Committee shall be appointed by and may be removed by the Board.  The Committee shall consist of no fewer than three members, all of whom will meet the independence requirements of the applicable public company exchange listing standards and any other applicable laws, rules and regulations as determined by the Board.  The Board shall designate the chairperson of the Committee, provided that if the Board does not so designate a chairperson, the members of the Committee, by majority vote, may designate a chairperson.

Meetings

The Committee shall meet with such frequency and at such intervals as it shall determine is necessary to carry out its duties and responsibilities.  Typically, the committee will meet at least twice each fiscal year.

The presence in person or by telephone of a majority of the Committee’s members shall constitute a quorum for any meeting of the Committee.  All actions of the Committee require the vote of a majority of its members present at a meeting of the Committee at which a quorum is present.

Authority and Responsibilities

In fulfilling its responsibilities, the Committee will have the resources and authority to obtain advice and assistance from search firms, outside counsel or other advisors as it deems appropriate.  The Committee shall have the sole authority to approve related fees and retention terms.

The Committee shall have the authority to delegate any of its responsibilities to subcommittees as the Committee may deem appropriate in its sole discretion.

In furtherance of its purpose, the Committee shall have the following responsibilities:

  1. Identify and recommend to the Board a list of candidates to be nominated for election to the Board at the Company’s annual meeting of shareholders and as necessary to fill vacancies and newly-created directorships, in accordance with the Company’s Bylaws.  The Committee shall review and consider shareholder recommended candidates for nomination to the Board.  The Committee shall determine the eligibility of proposed nominees and recommend to the Board nominees who have the highest personal and professional integrity, who have demonstrated exceptional ability and judgment and who shall be most effective, in conjunction with the other nominees to the Board, in collectively serving the long-term interests of the Company’s shareholders.
  2. Annually review the composition of each Board committee and present recommendations for committee memberships to the Board for approval as needed.
  3. Develop and periodically review and recommend to the Board for approval appropriate corporate governance guidelines.
  4. Review the effect of any new pronouncements of regulatory bodies on the Company’s proxy reporting polices and advise the Board regarding such matters.
  5. Establish and oversee an annual performance self-evaluation process of the Board and its committees.
  6. Annually review the compensation and benefits of Board members.
  7. Report recommendations to the Board after each Committee meeting and maintain written minutes of Committee meetings.
  8. Conduct and present to the Board an annual performance self-evaluation of the Committee.
  9. Monitor developments in rules and regulations consistent with the purpose of the Committee and make appropriate and timely changes to the duties performed by the Committee.
  10. Review at least annually the adequacy of this Charter and recommend any proposed changes to the Board for approval.