Vehlow Charles A – ‘4’ for 9/16/14 re: Breeze-Eastern LLC – ‘EX-24’

On:  Thursday, 9/18/14, at 8:03am ET   ·   For:  9/16/14   ·   As:  Director   ·   Accession #:  1599125-14-4   ·   File #:  1-07872

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Statement of Changes in Beneficial Ownership of Securities by an Insider   —   Form 4   —   SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 4           Statement of Changes in Beneficial Ownership of     HTML      5K 
                Securities by an Insider -- primary_doc.xml/3.6                  
 2: EX-24       Power of Attorney                                      1      6K 

‘EX-24’   —   Power of Attorney

BREEZE-EASTERN CORPORATION                                                      

POWER OF ATTORNEY                                                               

The undersigned hereby appoints James D. Cashel as the undersigned's true and   
lawful attorney-in-fact to (1) execute for and on behalf of the undersigned,    
in the undersigned?s capacity as a Director of Breeze-Eastern Corporation       
(the 'Company'), Forms 3, 4 and 5 in accordance with Section 16(a) of the       
Securities Exchange Act of 1934, as amended (the 'Exchange Act'), and the       
rules thereunder; (2) do and perform any and all acts for and on behalf of    
the undersigned which may be necessary or desirable to complete and execute     
any such Form 3, 4, or 5 and timely file such form with the United States       
Securities and Exchange Commission and any stock exchange or similar            
authority, with prompt notice of any filing to the undersigned; and             
(3) take any other action of any type whatsoever in connection with the         
foregoing which, in the opinion of such attorney-in-fact, may be of benefit     
to, in the best interest of, or legally required by, the undersigned,           
it being understood that the documents executed by such attorney-in-fact        
on behalf of the undersigned pursuant to this Power of Attorney shall be        
in such form and shall contain such terms and conditions as such                
attorney-in-fact may approve in such attorney-in-fact?s discretion.             

The undersigned hereby grants to the attorney-in-fact full power and            
authority to do and perform any and every act and thing necessary or            
proper to be done in the exercise of any of the rights and powers herein        
granted. The undersigned acknowledges that the foregoing attorney-in-fact,      
in serving in such capacity at the request of the undersigned, is not           
assuming, nor is the Company assuming, any of the undersigned's                 
responsibilities to comply with Section 16 of the Exchange Act.                 

This Power of Attorney shall remain in full force and effect until the          
undersigned is no longer required to file Forms 3, 4 and 5 with respect         
to the undersigned?s holdings of and transactions in securities issued          
by the Company, unless earlier revoked by the undersigned in a signed           
writing delivered to the foregoing attorney-in-fact.                            

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to        
be executed as of the 29th day of June, 2014.                                   

/s/ Charles A. Vehlow                                                           

Charles A. Vehlow