The Board of Directors (the "Board") of CalAmp Corp. (the "Company") appoints a Governance and Nominating Committee (the "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 Nasdaq Stock Market LLC definition of "independent director," as determined by the Board. Each Committee member shall be subject to reconfirmation annually and may be removed by the Board in its discretion.