FARO TECHNOLOGIES, INC.
Nominating Committee Charter

Adopted:  May 17, 2005

This Nominating Committee Charter (“Charter”) is intended to assist the Nominating Committee (“Committee”) of the Board of Directors (“Board”) of FARO Technologies, Inc. (“Company”) in carrying out its duties and responsibilities.  This Charter is in addition to, and is not intended to change or interpret, any federal or state law or regulation, the rules of the Securities and Exchange Commission (“SEC”), Nasdaq’s listing standards, the Florida Business Corporation Act, or the Company’s Articles of Incorporation or Bylaws.  This Charter is not intended to, and does not, create any legal or fiduciary duties or responsibilities or form the basis for a breach of fiduciary duty or potential liability if not complied with.  This Charter is subject to modification and interpretation by the Board.

General Role.

The Committee is responsible for selecting and recommending for approval by the Board and the Company’s shareholders a slate of director nominees for election at each of the Company’s annual meetings of shareholders, and otherwise for determining the Board committee members and chairmen, subject to Board ratification, as well as recommending to the Board director nominees to fill vacancies or new positions on the Board or its committees that may occur or be created from time to time, all in accordance with the Company’s Bylaws and applicable law.

Members.

The Committee shall consist of at least three directors, one of whom shall be the Chairman, all of whom shall meet the independence and other requirements of the SEC, Nasdaq’s listing standards, other applicable laws and the Company’s Bylaws, except as otherwise determined by the Board in accordance with the requirements of the SEC, Nasdaq’s listing standards, other applicable laws and the Company’s Bylaws.  Committee members may be removed in accordance with the Company’s Bylaws.

Meetings.

Absent unusual circumstances, the Committee shall meet at least annually in accordance with the Company’s Bylaws.  In addition, special meetings shall be held as circumstances require as determined by the Committee’s Chairman or by any two other members of the Committee in accordance with the Company’s Bylaws.  The Committee may invite to its meetings such other directors, members of Company management and such other persons or advisors as the Committee or its Chairman deems necessary or appropriate in order to carry out the Committee’s duties and responsibilities.  The Committee, through its Chairman, shall report its activities to the Board at the Board meeting next following each Committee meeting so that the Board is kept fully informed of the Committee’s activities on a current basis.  Minutes of each Committee meeting shall also be distributed to the Board as and when appropriate.

Responsibilities.

The Committee’s responsibilities shall include the following:

To establish criteria for prospective director nominees.

To establish and effectively communicate to shareholders a method for shareholders to recommend director nominees in accordance with the Company’s Bylaws for the Committee’s consideration.

To evaluate all prospective director nominees, including those nominated by shareholders, in accordance with the Company’s Bylaws.

To conduct appropriate inquiries into the backgrounds and qualifications of prospective director nominees.

To annually select and recommend for approval by the Board and the Company’s shareholders a slate of director nominees, and to otherwise recommend for approval by the Board director nominees to fill vacancies or new positions on the Board as they may occur or be created from time to time, all in accordance with the Company’s Bylaws.

To review and recommend to the Board an appropriate course of action with respect to or upon the resignation, retirement or removal of any then currently serving director, including whether a new director should be appointed by the Board prior to the Company’s next shareholder meeting, all in accordance with the Company’s Bylaws.

To, on an annual basis, determine which directors shall serve as members and chair of the Board’s committees, subject to Board ratification.  In making its determinations, the Committee shall take into consideration (a) subject matter expertise; (b) applicable SEC, IRS or Nasdaq requirements; (c) tenure; and (d) the desires of individual Board members.

To plan in advance for continuity on the Board as current directors are expected to retire from the Board.

If a then serving director shall retire or otherwise undergo a change in the employment position that he or she held when he or she first became a member of the Board, the Committee shall review, in consultation with the Chairman of the Board, the continued appropriateness of such director’s Board membership and shall take such action as the Committee deems necessary or appropriate, subject to ratification by the Board and compliance with the Company’s Bylaws.

To, from time to time, if the Committee determines it to be necessary or appropriate, select and retain independent consultants, search firms and experts to provide independent advice to the Committee with respect to the Company’s director nominees and nominating policies, practices and procedures and to help identify, screen and check potential director candidates, and to otherwise assist the Committee in carrying out its duties and responsibilities.  The cost of such consultants, search firms and experts shall be paid for by the Company.

To, from time to time, if the Committee determines it to be necessary or appropriate, conduct such reviews, investigations and surveys as the Committee may consider necessary or appropriate in the exercise of its duties and responsibilities.

Unrestricted Committee Communications.

The Committee shall have unrestricted lines of communication with the Company’s chief executive officer, chief financial officer, independent auditors, and outside legal counsel at all times.  The Committee may also, as it deems necessary or appropriate, obtain advice and assistance from independent legal, accounting or other advisors, which advisors shall be paid for by the Company.

Annual Review of Charter.

The Committee shall, at such times as it deems appropriate, review and reassess the adequacy of this Charter and, if determined necessary or appropriate, make recommendations to the Board.  During this review process, the Committee may seek the input of the Company’s chief executive officer, outside legal counsel and/or other experts or advisors with regard to the adequacy of this Charter and the necessity or desirability of any amendments.