Exhibit 24
POWER OF ATTORNEY
I, the undersigned Director and/or Officer of Chemfab Corporation (the
"Company"), hereby severally constitute and appoint Duane C. Montopoli, Moosa E.
Moosa, and David L. Engel, and each of them, my true and lawful attorney and
agent to sign for me, and in my name and in the capacity or capacities indicated
below (A) the Company's Annual Report on Form 10-K for the fiscal year ended
June 30, 1996 and (B) any and all amendments (including supplements and post-
effective amendments) to (1) the Company's Registration Statement on Form S-8
(File No. 2-89831), dated as of March 8, 1984, registering under the Securities
Act of 1933, as amended (the "Act"), shares of the Company's Common Stock
issuable or transferable on the exercise of stock options and stock appreciation
rights under the Company's 1983 Incentive Stock Option Plan (the "1983 Plan")
and on the exercise of stock options under the Company's 1981 Incentive Stock
Option Plan (the "1981 Plan") and the 1979 Non-Qualified Stock Option Plan (the
"1979 Plan"), (2) the Company's Registration Statement on Form S-8 (File No. 33-
18263), dated as of November 30, 1987, registering under the Act shares of the
Company's Common Stock issuable or transferable on exercise of options under the
1983 Plan, the 1981 Plan and the 1986 Stock Option Plan (the "1986 Plan")
(collectively, with the 1983 Plan, the 1981 Plan, and the 1979 Plan, the
"Plans"), (3) the Company's Registration Statement on Form S-8, dated as of
August 2, 1990, registering under the Act shares of the Company's Common Stock
issuable or transferable on exercise of options under the 1986 Plan, (4) the
Company's Registration Statement on Form S-3 (File No. 33-18264) registering
under the Act for reoffer, shares of the Company's Common Stock issuable or
transferable on exercise of options under the Plans or of certain Non-Plan
options, (5) the Company's Registration Statement on Form S-8 (File No. 33-
61946), dated as of April 30, 1993, registering under the Act shares of the
Company's Common Stock issuable or transferable on exercise of options under the
Company's 1991 Stock Option Plan and the Company's 1991 Chemfab Employee Stock
Option Plan, and (6) the Company's Registration Statement on Form S-8 (File No.
333-07139), dated as of June 28, 1996, registering under the Act shares of the
Company's Common Stock issuable or transferable on exercise of options under the
1991 Plan and registering under the Act for reoffer certain of such shares.
Signature Title Date
- --------- ----- ----
/s/ Duane C. Montopoli President, Chief Executive Officer August 1, 1996
- --------------------------- and Director
Duane C. Montopoli
Signature Title Date
- --------- ----- ----
/s/ Moosa E. Moosa Vice President - Finance and August 1, 1996
- --------------------------- Administration, Chief Financial
Moosa E. Moosa Officer, Treasurer, and Secretary
(principal financial officer)
/s/ Laurence E. Richard Corporate Controller August 1, 1996
- --------------------------- (principal accounting officer)
Laurence E. Richard
/s/ Paul M. Cook Director August 1, 1996
- ---------------------------
Paul M. Cook
/s/ Warren C. Cook Director August 1, 1996
- ---------------------------
Warren C. Cook
/s/ Robert E. McGill III Director August 1, 1996
- ---------------------------
Robert E. McGill III
/s/ James E. McGrath Director August 1, 1996
- ---------------------------
James E. McGrath
/s/ Nicholas Pappas Director August 1, 1996
- ---------------------------
Nicholas Pappas