Charter of the Nominating and Governance 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 Nominating and Governance Committee (the "Committee") with authority, responsibility, and specific duties as described in this Nominating and Governance Committee Charter.

Composition and Term of Office
The Committee shall be comprised of not less than two (2) 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 NASDAQ Stock Market Rules. The Board shall elect the Chairman of the Committee.

Purpose
The purpose of the Committee is to:

• Identify and screen individuals for nomination to the Board;
• Recommend to the Board director nominees for election at each meeting of stockholders at which directors are to be elected and recommend to the Board individuals to fill any vacancies on the Board that arise between such meetings;
• Recommend to the Board directors for appointment to each committee of the Board;
• Establish a set of Corporate Governance Guidelines applicable to the Company and, as necessary or advisable, recommend periodic amendments thereto;
• Review and approve related party transactions;
• Lead the Board in its annual review of the Board's performance; and
• Establish Board compensation.

Authority and Specific Duties
The Committee shall perform each of the specific duties enumerated below.

Board and Committee Nominees

1. The Committee shall have the sole authority to retain and terminate any search firm to be used to identify director candidates and shall have the sole authority to approve the search firm's fees and other retention terms. The Committee shall also have the authority to obtain advice and assistance from internal and external legal, accounting or other advisors in connection with the performance of its duties and responsibilities, the cost of which shall be borne by the Company.
2. The Committee shall establish criteria for Board membership, consistent with all applicable laws and regulations, and shall identify and screen candidates for nomination to the Board.
3. The Committee shall adopt a formal policy regarding the consideration of director nominations submitted by stockholders. The Committee shall also review and evaluate any director nominations submitted by stockholders, including reviewing the qualifications of, and making recommendations to the Board regarding director nominations submitted by stockholders.
4. The Committee shall evaluate whether an incumbent director should be nominated for re-election to the Board.
5. The Committee shall recommend to the Board director nominees for election at each meeting of stockholders at which directors are to be elected and recommend to the Board individuals to fill any vacancies on the Board that arise between such meetings.
6. The Committee shall establish criteria for membership, consistent with all applicable laws and regulations, on each committee of the Board and recommend to the Board directors for appointment to such committees.

1. The Committee shall recommend to the Board a set of Corporate Governance Guidelines applicable to the Company. The Committee shall, from time to time, as the Committee deems appropriate, but no less frequently than annually, review and assess the adequacy of the Company's Corporate Governance Guidelines and recommend to the Board for approval any changes that the Committee considers appropriate.
2. The Committee will periodically review director compensation in relation to other comparable companies and in light of such factors as the Committee shall deem appropriate. The Committee shall discuss this review with the Board.
3. The Committee shall consider and approve all related party transactions and possible conflicts of interest of Board members and management, and the Committee will make recommendations to prevent, minimize, or eliminate such conflicts of interest.

1. The Committee shall report to the Board on a regular basis regarding matters that it oversees.
2. The Committee shall have the authority to form, and delegate authority to, subcommittees when appropriate and to establish other rules and operating procedures in order to fulfill its obligations under this Charter and applicable law and regulations.
3. The Committee shall review this Charter annually and make recommendations to the Board for any proposed changes.