Charter of the Compensation Committee of
the Board of Directors of
Axsys Technologies, Inc.

The Board of Directors (the "Board") of Axsys Technologies, Inc. (the "Company") has constituted and established a Compensation Committee (the "Committee") with authority, responsibility, and specific duties as described in this Compensation Committee Charter.

Composition and Term of Office
The Committee shall be comprised of not less than three (3) independent members of the Board. The members of the Committee shall be elected by the Board annually at the meeting of the Board immediately following the annual stockholders meeting or as necessary to fill vacancies in the interim. The Board may also change the membership of the Committee at any time provided that the Committee shall at all times be comprised of solely independent directors as defined by the listing requirements of the NASDAQ Stock Market Rules. The Board shall elect the Chairman of the Committee.

The Board selects Committee members and the Chairman of the Committee based on recommendations of the Nominating and Corporate Governance Committee.

Purpose
The purpose of the Committee shall be to assist the Board in discharging its responsibilities relating to the compensation of the Chief Executive Officer (the "CEO") and the Executive Leadership Team. The Executive Leadership Team is defined as the Chief Financial Officer, Executive Vice Presidents, other direct reports of the CEO and others as required by the Company's By-laws.

Meetings
The Committee shall meet at least annually and at such other times, as the Chairman of the Committee or the CEO deems appropriate.

Responsibilities
The principal responsibilities of the Committee are:

• To review and approve corporate goals relevant to the compensation of the CEO and evaluate the CEO's performance in light of these goals and objectives;
• To approve base salaries, salary increases, stock-based awards, bonus targets and other remuneration for the CEO and the Executive Leadership Team, as well as any employment terms for the CEO and the Executive Leadership Team not part of the standard employment terms relating to the Company's employees generally;
• To review and approve corporate goals relevant to the compensation of the Executive Leadership Team and evaluate the performance of the members of the Executive Leadership Team in light of these goals and objectives;
• To review and approve incentive compensation plans and equity based plans;
• The Committee will administer the Company's equity-based incentive compensation plans and other plans adopted by the board that contemplates administration by the Committee. The Committee, or a subcommittee, shall approve all grants of stock options and other equity-based awards, subject to the terms and conditions of the applicable plans;
• The Committee will review and approve any proposed employment agreement with, and any proposed severance or retention plans or agreements applicable to, the CEO and the Executive Leadership Team. The Committee shall review and approve any severance or other termination payments proposed to be made to the CEO and the Executive Leadership Team;
• To report activities of the Committee to the Board at the each meeting of the Board following a meeting of the Committee on matters considered or approved at the Committee meeting;
• To review and discuss with the Company's management the Compensation Discussion & Analysis ("CD&A") required by Securities and Exchange Commission Regulation S-K, Item 402. Based on the review and discussion, the Committee will determine whether to recommend to the Board that the CD&A be included in the Company's Annual Report on Form 10-K and/or the proxy statement for the annual meeting of the Company's stockholders;
• To produce a Compensation Committee report required by Securities and Exchange Commission Regulation SK, Item 407 for the Company's Annual Report on Form 10-K and/or proxy statement for the annual meeting of the Company's stockholders;
• To review the Committee's charter at least annually and to update as necessary; and
• To perform any other activities consistent with this Charter, the Company's By-laws and governing laws as the Committee or the Board deems appropriate.

Committee Resources
The Compensation Committee shall have the authority to obtain advice and seek assistance from Company employees, external legal, accounting and other advisors. The Committee shall determine the funding necessary for the payment of compensation to any consultant retained to advise the Committee.

Disclosure of Charter
This Charter will be made publicly available on the Company's website, in the manner and at such times as may be required by applicable law or regulations, securities exchange rules or regulations, or the direction of the Board.