Charter of the Audit Committee 3-11-04 Final

MTI Charter of the Audit Committee of the Board of Directors (Adopted March 11, 2004) I. Purpose The Audit Committee shall provide assistance to the directors of the Company in fulfilling their responsibility to the shareholders relating to corporate accounting matters, the financial reporting practices of the Company, and the quality and integrity of the financial reports of the Company. The Audit Committee’s purpose is to: (1) Assist the Board’s oversight of: • The reliability and integrity of the Company’s accounting policies and financial reporting and disclosure practices; • The establishment and maintenance of processes to assure compliance with all relevant laws, regulations, and Company policy, including a process for receipt of complaints and concerns regarding accounting, internal control or auditing matters; • The independent auditor’s qualifications and independence; and • The performance of the Company’s internal audit function, if instituted, and independent auditor. (2) Prepare the report of the Audit Committee to be included in the Company’s annual proxy statement. II. Structure and Operations Composition and Qualifications The Audit Committee shall be comprised of three or more directors as determined by the Board, each of whom shall be an “independent” director for ...