Governance and Nominating Committee Charter of August Technology Corporation

I. Committee Authority:
The Governance and Nominating Committee (the "Committee") of August Technology Corporation ("the Company") is authorized by resolution of the Board of Directors (the "Board"), and shall be a standard, on-going committee of the Board. The Committee serves at the discretion of the Board and shall regularly report its activities to the Board.

The Committee has the authority to undertake the specific duties and responsibilities listed below and will have the authority to undertake such other specific duties as the Board from time to time prescribes. Specifically, the Governance and Nominating Committee shall have the authority, as and when it shall determine to be necessary or appropriate to the functions of the Governance and Nominating Committee,

(i) at the expense of the Company and not at the expense of the members thereof, to retain counsel (which may be, but need not be, the regular corporate counsel to the Company), employ one or more recruiting firms to assist in the identification and recruitment of director candidates and other advisors to assist it in connection with its functions; and

(ii) to request from the Chief Executive Officer, the Chief Financial Officer, and such other members of the Company's management as the Committee shall deem appropriate, advice and information, orally or in writing, concerning the Company's business operations and financial condition relevant to the functions of the Committee.

II. Committee Purpose:
The Governance/Nominating Committee shall be responsible for matters relating to the governance of August Technology Corporation (the "Company"), including selection of candidates for the Company's Board of Directors.

III. Committee Membership:
The Governance and Nominating Committee will be comprised two or more directors elected by the Board, each of whom shall be independent (as such term is defined by applicable laws and regulations or the Company's corporate governance policies, if any).

The Chair of the Governance and Nominating Committee shall be elected by the Board or, if not elected by the Board, then by the majority of the members of the Committee. The Chair of the Governance and Nominating Committee shall conduct the Committee meetings as well as represent the Committee at meetings of the Company's Board.

IV. Committee Structure:
The Committee members shall be appointed by the Board, in accordance with the preceding independence requirements. The members serve until departure by that member from the Board, replacement of the member by resolution or action of the Board, or resignation of the member from the Committee. If a Committee member is removed or resigns from the Committee, he or she shall serve until a successor is appointed.

V. Committee Attendance/Meetings/Minutes:
Members of the Committee are expected to attend in person or via teleconference all meetings. In addition to these members, the Chief Executive Officer and/or Chief Financial Officer may be invited. Minutes of the meeting will be prepared by one of the Corporate Secretaries.

The Committee shall meet at least four times annually. At least one meeting will be held each year to review Executive Officer compensation for the following year. Additional meetings of the Committee may be called by the Chief Executive Officer, Chairman of the Committee, or any member of the Committee by formal notice to the other members, and shall be scheduled as considered necessary by the Committee chairperson. Minutes of all meetings shall be recorded and maintained by the Committee.

VI. Reporting to the Board:
The Committee shall formally report (whether as required pursuant to specific requirements herein or otherwise) to the Board at least semi-annually. In addition, summaries of Committee minutes for all Committee meetings held between each Board meeting, separately identifying all unusually significant items, shall be made available to the Board prior to the Board meeting to be held subsequent to such Committee meetings.

VII. Committee Quorum:
A majority of the appointed Committee members shall constitute a quorum and shall be able to conduct the Committee's business.

VIII. Committee Duties and Responsibilities:
In accordance with the Committee's purpose, it shall have the following duties and responsibilities:

IX. Cooperation of Management:
All members of management of the Company are requested to cooperate with the Governance/Nominating Committee, and to render assistance to it as it shall request in carrying out its functions.