EXABYTE CORPORATION
AUDIT COMMITTEE CHARTER

CHARTER OF THE AUDIT COMMITTEE
OF THE BOARD OF DIRECTORS
OF EXABYTE CORPORATION

 

The Audit Committee is appointed by the Board to assist the Board in monitoring (1) the integrity of the financial statements of the Company, (2) the compliance by the Company with legal and regulatory requirements and (3) the independence and performance of the Company's external auditors, and, if applicable, its internal auditors.

The Committee shall be comprised of three or more directors, as determined by the Board, each of whom shall meet the independence and experience requirements of the NASDAQ Stock Market, Inc. The members of the Committee shall be appointed by the Board.

The Committee shall have the authority to retain special legal, accounting or other consultants to advise the Committee. The Committee may request any officer or employee of the Company or the Company's outside counsel or independent auditor to attend a meeting of the Committee or to meet with any members of, or consultants to, the Committee.

The Committee shall make regular reports to the Board, and shall meet at least quarterly, or more frequently as circumstances dictate. The Committee should meet privately in executive session at least annually with management, the independent auditors, and as a committee to discuss any matters that the Committee or each of these groups believe should be discussed.

Audit Committee Responsibilities and Duties

Review Procedures

         Review and reassess the adequacy of this Charter annually. Recommend any proposed changes to the Board for approval and have the document published at least every three years in accordance with SEC regulations.

Independent Auditors

         Recommend to the Board the appointment of independent auditor, which firm is ultimately accountable to the Committee and the Board.

Legal Compliance

         At least annually review with the Company's counsel, any legal matters that could have a significant impact on the organization's financial statements, the Company's compliance with applicable laws and regulations, and inquiries received from regulators or governmental agencies.

Other Audit Committee Responsibilities

         Annually prepare a report to shareholders as required by the Securities and Exchange Commission. The report should be included in the Company's annual proxy statement.