Purpose - Compensation

The purpose of the Operations Committee (the "Committee") of the Board of Directors (the "Board") of REMEC, Inc. (the "Company") is to discharge the responsibilities of the Board relating to executive officers and director compensation, to oversee incentive, equity-based and other compensatory or benefit plans of the Company, and to advise and consult with management on succession planning and other significant human resources matters.

Purpose - Nominating and Governance

The purpose of the Operations Committee (the "Committee") of the Board of Directors (the "Board") of REMEC, Inc. (the "Company") is to identify and approve individuals qualified to serve as members of the Board of the Company, select director nominees for the next annual meeting of stockholders, evaluate the Board's performance, develop and recommend to the Board corporate governance guidelines and provide oversight with respect to corporate governance and ethical conduct.

Composition

The Committee shall be composed of three or more directors, as determined by the Board, each of whom shall (i) satisfy the requirements of Nasdaq, (ii) qualify as a "non-employee director" for purposes of Rule 16b-3 under the Securities Exchange Act of 1934, as amended, and (iii) qualify as an "outside director" for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended.

Responsibilities - Compensation

The Committee is charged by the Board with the responsibility to:

1. Develop and periodically review compensation policies and practices of the Company, including the criteria upon which executive compensation is based, the specific relationship of corporate performance to executive compensation and the composition in terms of base salary, deferred compensation and incentive or equity-based compensation and other benefits.
   
   
2. Review and approve corporate goals and objectives relevant to Chief Executive Officer compensation, evaluate the CEO's performance in light of these goals and objectives, and determine the CEO's compensation based on this evaluation.
   
   
3. Determine bases for and determine the compensation for other executive officers.
   
   
4. Review management's plans and programs for the attraction, retention, succession, motivation, and development of the human resources needed to achieve corporate objectives.
   
   
5. Supervise, administer and evaluate incentive, equity-based and other compensatory or benefit plans of the Company, including approving guidelines and size of grants and awards, making grants and awards, interpreting and promulgating rules relating to the plans, modifying or canceling grants or awards, designating employees eligible to participate and imposing limitations and conditions on grants or awards.
   
   
6. Review and approve, subject to stockholder approval as required, the creation or amendment of any incentive, equity-based and other compensatory or benefit plans of the Company, other than amendments to tax-qualified employee benefit plans and trusts, and any supplemental plans thereunder, that do not substantially alter the costs of such plans to the Company or are to conform such plans to applicable laws or regulations.
   
   
7. Review and approve, if appropriate, an annual merit increase budget that is consistent with the Company's planned financial strategies and is responsive to competitive trends.
   
   
8. Evaluate and advise management on the establishment and maintenance of favorable employee relations.
   
   
9. Assist in setting objectives for the development of the executive officers and other managers of the Company.
   
   
10. Review and approve any employment agreements, severance arrangements, change-in-control arrangements or special or supplemental employee benefits, and any material amendments to any of the foregoing, applicable to executive officers.
    
    
11. Review periodically the compensation and benefits offered to nonemployee directors and recommend changes to the Board as appropriate.
    
    
12. Produce an annual report on executive compensation for inclusion in the Company's proxy statement.
    
    
13. Report regularly to the Board on any significant matters arising from the Committee's work and make recommendations to the Board as appropriate.
    
    
14. At least annually, review and reassess this Charter and, if appropriate, recommend proposed changes to the Board.
    
    
15. Perform such other duties and responsibilities as may be assigned to the Committee by the Board or as designated in plan documents.

Authority - Compensation

By adopting this Charter, the Board delegates to the Committee full authority in its discretion to:

1. Perform each of the responsibilities of the Compensation Committee described above.
   
   
2. Delegate such of its authority and responsibilities as the Committee deems proper to members of the Committee or a subcommittee.
   
   
3. Appoint a chair of the Committee, unless a chair is designated by the Board.
   
   
4. Engage and terminate compensation consultants, independent counsel and such other advisors as the Committee determines necessary to carry out its responsibilities, and approve the fees and other terms of retention of any such consultants and other advisors.
   
   
5. Cause the officers of the Company to provide such funding as the Committee shall determine to be appropriate for payment of compensation to any compensation consultants, independent counsel or other advisors engaged by the Committee.

Responsibilities - Nominating and Governance

The Committee is charged by the Board with the responsibility to:

1. Identify individuals qualified to serve as members of the Board and approve all candidates for director to be nominated for election by the stockholders or to be elected by the Board.
   
   
2. Recommend to the Board directors for appointment to its committees and, as appropriate, recommend removal of directors from Board committees.
   
   
3. Recommend to the Board policies on Board composition and criteria for Board membership and continuation on the Board.
   
   
4. Cause to be prepared and recommend to the Board the adoption of corporate governance guidelines and periodically review and recommend changes to the corporate governance guidelines as appropriate.
   
   
5. Cause to be prepared and recommend to the Board the adoption of a code of ethics and business conduct and periodically review and recommend changes to the code of ethics and business conduct as appropriate.
   
   
6. Review periodically the compliance with and enforcement of the corporate governance guidelines and code of ethics and business conduct by the Company's senior executives.
   
   
7. Recommend to the Board as appropriate and oversee the conduct of any internal investigations of the conduct of senior executives of the Company.
   
   
8. Conduct an annual evaluation of the performance of the Board, including individual members of the Board and each committee of the Board, and discuss the evaluation with the full Board.
   
   
9. Report regularly to the Board on its activities and make recommendations to the Board as appropriate.
   
   
10. At least annually, review and reassess this Charter and, if appropriate, recommend proposed changes to the Board.
    
    
11. Make recommendations to the Board regarding issues of management succession.
    
    
12. Monitor the effectiveness of Board Meetings and make recommendation for improvement.

Authority - Nominating and Governance

By adopting this Charter, the board of directors delegates to the Committee full and exclusive authority to:

1. Perform each of the responsibilities of the Nominating and Governance Committee described above.
   
   
2. Appoint a chair of the Committee, unless a chair is designated by the Board.
   
   
3. Engage search firms, independent counsel and other advisors as the Committee determines necessary to carry out its responsibilities, and approve the fees and other retention terms of such search firms, independent counsel and other advisors.
   
   
4. Obtain advice and assistance from internal legal or other advisors.

Procedures - Nominating and Governance

The Committee shall meet at least once each year and at such other times as it deems necessary to fulfill its responsibilities.

The Committee shall meet before the Board's regular March meeting each year to consider and approve candidates to fill the seats of those directors whose terms will expire at the next annual meeting of stockholders. The Committee shall consider, but shall be under no obligation to approve, candidates proposed by the Company's Chief Executive Officer or by other directors or stockholders of the Company. The Committee may, in its discretion, approve for re-election those directors whose terms will expire at the next annual meeting.

At the Board's regular March meeting each year, the Committee shall report to the Board the candidates approved by the Committee for election at the next annual meeting of stockholders. At that meeting, the Board shall nominate the candidates approved by the Committee for election to the Board at the next annual meeting, and the candidates approved by the Committee shall be identified as the Board's nominees in the Company's proxy statement for the next annual meeting. In the event that any vacancy on the Board, whether resulting from the death, resignation or removal of a director or an increase in the authorized number of directors, will be filled by the Board, the Committee will identify and recommend a candidate to fill such vacancy.

Adopted by the Board of Directors of REMEC, Inc. on September 13, 2005.