Charter for the Audit Committee of the BOD of Nanometrics new logo PALIB2 3553791 5

! "#$$ %&’( ))) Audit Committee Charter CHARTER FOR THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF NANOMETRICS INCORPORATED (as approved by the Audit Committee on January 11, 2007 and ratified by the Board of Directors on March 7, 2007) ! "#$$ %&’( )))CHARTER FOR THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF NANOMETRICS INCORPORATED (as approved by the Audit Committee January 11, 2007 and ratified by the Board of Directors on March 7, 2007) PURPOSE The purpose of the Audit Committee (the "Committee") of the Board of Directors (the "Board") of Nanometrics Incorporated (the "Company") shall be to • Oversee the Company's accounting practices, system of internal controls, audit processes, and financial reporting processes; • Assist the Board in oversight and monitoring of (i) the integrity of the Company’s financial statements, (ii) the Company’s compliance with legal and regulatory requirements, (iii) the independent auditor’s qualifications, independence and performance, and (iv) the Company’s internal accounting and financial controls; • Prepare the Audit Committee report that the rules of the Securities and Exchange Commission (the “SEC”) require to be included in the Company’s ...