Axsys Technologies, Inc.
Corporate Governance Guidelines

The Board of Directors (the "Board") of Axsys Technologies, Inc. ("Axsys" or "Company") has adopted the following guidelines in furtherance of its continuing efforts to enhance its corporate governance. The Board will review and amend these guidelines as it deems necessary and appropriate.

1. Board Mission and Director Responsibilities.
The Board is elected by the stockholders to oversee their interest in the long-term financial strength and overall success of the business. The Board serves as the ultimate decision-making body of the Company, except for those matters reserved to or shared with the stockholders. The Board selects and oversees the members of the executive leadership team, who are charged by the Board with conducting the business of the Company.

The core responsibility of the Board is to exercise its business judgment to act in what it reasonably believes to be in the best interests of the Company and its stockholders. Directors must fulfill their responsibilities consistent with their fiduciary duties to the stockholders, in compliance with all applicable laws and regulations. Directors will also, as appropriate, take into consideration the interests of other stakeholders, including employees and the members of communities in which the Company operates.

The Board provides advice and counsel to the Chief Executive Officer and other members of the executive leadership team of the Company. The Board provides oversight to assist management so that the assets of the Company are properly safeguarded, that appropriate financial and other controls are maintained, and that the Company's business is conducted wisely and in compliance with applicable laws and regulations.

In discharging its duties, the Board may rely on the Company's leadership team and outside advisors and auditors. Accordingly, skill and integrity will be important factors in selection of the Company's leadership team and other advisors. The Board has the authority to hire independent legal, financial or other advisors, as it may deem necessary.

Directors are expected to attend all meetings of the Board and of the committees on which they serve. Directors should devote the time and effort necessary to fulfill their responsibilities. Information important to directors' understanding of issues to come before the Board or a committee will be provided sufficiently in advance of the meeting to permit directors to inform themselves. Directors are expected to review these materials before the meeting.

The Board will hold regularly scheduled meetings at least four times a year. The Chairman of the Board will set the agenda for Board meetings. Any director may suggest items for inclusion on the agenda. Any director may raise a subject that is not on the agenda at any meeting. Certain items pertinent to the oversight and monitoring function of the Board will be brought to the Board regularly. During the regularly scheduled Board meetings, the Board will review the Company's most significant financial, accounting and management issues.

Non-employee directors will meet in executive session periodically, but, in any event, at least once per year. Normally, such meetings will occur during regularly scheduled Board meetings. The non-employee directors will choose the chairman of the executive session at the beginning of each session.

The Board believes that having the same person occupy the offices of Chairman of the Board and Chief Executive Officer has served the Company well. However, the Board may reevaluate this structure if and when it deems necessary.

2. Director Qualifications.
A majority of the Board will be independent, as defined by the NASDAQ Stock Market Rules. No director will be deemed independent unless the Board affirmatively determines that the director has no material relationship with the Company, directly or indirectly, or as an officer, stockholder or partner of an organization that has a material relationship with the Company. The Board will observe all additional criteria for independence established by the NASDAQ or other governing laws and regulations.

Directors may be nominated by the Board or by stockholders in accordance with the Company's By-Laws. The Nominating and Corporate Governance Committee will review all nominees for the Board in accordance with its charter. The assessment will include a review of the nominee's judgment, experience, independence, understanding of the Company's or other related industries, and such other factors as the Nominating and Corporate Governance Committee concludes are pertinent in light of the current needs of the Board. The Board believes that its membership should reflect a diversity of experience, gender, race, ethnicity and age. The Nominating and Corporate Governance Committee will select qualified nominees and review its recommendations with the Board, which will decide whether to invite the nominee to join the Board. The Chairman of the Board should extend the Board's invitation to join the Board. The Board does not require that nominees become stockholders of the Company, prior to their election.

In accordance with the Company's By-Laws, directors are elected for a term of one year. The Board does not believe that it should establish limits on the number of terms a director may serve. Term limits may cause the loss of experience and expertise important to the optimal operation of the Board. However, to ensure that the Board remains composed of high functioning members able to keep their commitments to Board service, the Nominating and Corporate Governance Committee will evaluate the qualifications and performance of each incumbent director before recommending the nomination of that director for an additional term. The Board should consider whether a change in an individual's responsibilities directly or indirectly impacts the individual's ability to fulfill his or her obligations as a member of the Board. Any such individual should submit a letter of resignation to the Board after such change. Whether the individual continues to serve on the Board is a matter for discussion at that time with the Nominating and Corporate Governance Committee and the full Board.

3. Committees of the Board.
The Board has three standing committees: Audit, Compensation and Nominating and Corporate Governance. The Board may establish additional committees as necessary or appropriate.

Only independent directors may serve on the Audit, the Compensation and the Nominating and Corporate Governance Committees. Each of the standing committees will have its own charter. The charter will set forth the responsibilities of each committee, the qualifications and procedures of the committee and how the committee will report to the Board.

The Chairman of each committee will determine the frequency of committee meetings, consistent with the committee's charter and the Company's needs.

4. Director Access to Officers, Employees and Information.
Directors have full and free access to officers, employees and the books and records of the Company. Any meetings or contact that a director wishes to initiate may be arranged through the Chief Executive Officer or the Secretary or directly by the director. The directors should use their judgment to ensure that any such contact is not disruptive to the business operations of the Company.

The Board welcomes the regular attendance at Board meetings of non-Board members who are in the most senior management positions in the Company. The Chairman of the Board shall extend such invitations.

5. Director Orientation.
The Chief Executive Officer shall be responsible for providing an orientation for new directors and providing materials or briefing sessions for all directors on subjects that would assist them in discharging their duties. Each new director shall receive a copy of the Company's key policies and practices and will meet with the Chief Executive Officer to discuss the Company's strategic plans. Periodically, the Company will provide opportunities for directors to visit the Company's principal facilities in order to provide greater understanding of the Company's business and operations.

6. Annual Chief Executive Officer Performance Evaluation.
To ensure that the Chief Executive Officer is providing the best leadership for the Company, the Compensation Committee will annually evaluate the Chief Executive Officer's performance. The Compensation Committee will discuss the Chief Executive Officer's performance in an executive session of non-employee directors. The Compensation Committee's evaluation of the Chief Executive Officer's performance will be a significant factor in the Compensation Committee's annual review of the Chief Executive Officer's compensation. The Compensation Committee shall annually review and ratify corporate goals and objectives relevant to the Chief Executive Officer's compensation.

7. Director Compensation.
The form and amount of director compensation shall be determined by the Nominating and Corporate Governance Committee and then recommended to the full Board for action in accordance with the Nominating and Corporate Governance Committee charter.

8. Stock Ownership Guidelines.
Non-employee directors are required to hold two times their annual retainer and employee directors are required to hold two times their annual base compensation using a retention approach. The retention approach expects the director or executive to retain 50% of the profit shares following an exercise or vesting of equity-based awards. Profit shares are the shares remaining after payment of option exercise price and any taxes owed at exercise of options or the vesting of restricted stock. These shares are to be retained until termination of employment or board service.

9. Board Interaction with Outside Interested Parties.
The Board believes that management speaks for the Company. From time to time, at the request of management, individual Board members may meet or otherwise communicate with various constituencies that are involved with the Company. Where comments from the Board are appropriate, they will normally come from the Chairman.

10. Related Party Transactions.
Except for employment arrangements with employee directors, the Company does not engage in transactions with directors or their affiliates if a transaction would cast into doubt the independence of a director, would present the appearance of a conflict of interest, or is otherwise prohibited by law, rule or regulation. This includes any direct or indirect extension, maintenance or renewal of an extension of credit to any director or member of executive management of the Company. This prohibition also includes significant business dealings with directors or their affiliates, substantial charitable contributions to organizations with which a director is affiliated, and consulting contracts with, or other indirect forms of compensation to, a director. The Board will conduct an appropriate review of all related party transactions on an ongoing basis. The Nominating and Corporate Governance Committee must approve any related party transaction.

11. Availability of these Guidelines.
These guidelines will be included on the Company's website and will be made available upon request to the Company's Secretary.