COMPENSATION COMMITTEE CHARTER
Aeroflex Incorporated

Purpose

The Compensation Committee is appointed by the Board to discharge the Board's responsibilities relating to compensation of the Company's executive officers. The Committee has overall responsibility for approving and evaluating the executive officer compensation plans, policies and programs of the Company.

The Compensation Committee shall review and approve an annual report on executive compensation for inclusion in the Company's proxy statement.

Committee Membership

The Compensation Committee shall consist of no fewer than three members. Each member of the Compensation Committee shall (i) qualify as independent under the requirements of the SEC and the Nasdaq Stock Market or such other market or exchange on which the Company’s securities are listed or quoted; (ii) be a “non-employee director” within the meaning of Rule 16b-3 of the Securities Exchange Act of 1934, as amended; and (iii) be an “outside director” under the regulations promulgated under Section 162(m) of the Internal Revenue Code of 1986, as amended.

The members of the Compensation Committee shall be appointed by the Board on the recommendation of the Ethics, Nominating & Governance Committee. Compensation Committee members may be replaced by the Board.

Committee Authority and Responsibilities

1.       The Compensation Committee shall have the sole authority to retain and terminate any compensation consultant to be used to assist in the evaluation of Chief Executive Officer, senior executive or director compensation and shall have sole authority to approve the consultant's fees and other retention terms. The Compensation Committee shall also have authority to obtain advice and assistance from internal or external legal, accounting or other advisors.

2.       The Compensation Committee shall annually review and approve corporate goals and objectives relevant to compensation of the Chief Executive Officer and the other officers included in the Office of the Chairman.

3.       The Compensation Committee shall evaluate the performance of the Chief Executive Officer and the other officers included in the Office of the Chairman in light of the goals and objectives established by the Compensation Committee and, subject to the terms of any employment contract, recommend to the Board each such officer’s compensation levels based on this evaluation. The Compensation Committee shall regularly review and approve corporate goals and objectives relevant to compensation of executive officers other than the Chief Executive Officer and the other officers included in the Office of the Chairman.

4.       The Compensation Committee shall annually review and determine any long term incentive component of Chief Executive Officer and other executive officer compensation, including under incentive-compensation plans and equity-based plans and any special or supplemental benefits. In making such determinations, the Compensation Committee will consider the Company's performance and relative shareholder return, the value of similar incentive awards to Chief Executive Officers and other executive officers at comparable companies, the awards given to the Chief Executive Officer and other executive officers in past years and will take into account the terms of any employment agreements.

5.       The Compensation Committee shall periodically review and approve, for the Chief Executive Officer and the other executive officers of the Company, the terms of any employment
agreements, severance arrangements, and change in control agreements/provisions, whether or not in writing.

6.       The Compensation Committee shall administer the Company's stock option and other equity-based plans.

7.       The Compensation Committee may form and delegate authority to subcommittees when appropriate.

8.       The Compensation Committee shall make regular reports to the Board.

9.       The Compensation Committee shall periodically review the compensation of
Directors, and make recommendations to the Board as to any changes it deems appropriate.

10.    This Charter will be filed with the SEC as part of the Company’s proxy statement and will also be available on the Company’s website.

11.    The Compensation Committee shall review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval.

Compensation Principles

The Committee will make compensation decisions based on the following principles: