<PAGE>

                                                                    Exhibit 14.4

                         COMPENSATION COMMITTEE CHARTER

PURPOSE

     The purpose of the Riviera Tool Company's (the "Company") Compensation
     Committee (the "Committee") shall be as follows:

     1.   To discharge the responsibilities of the Board of Directors relating
          to the Company's compensation programs and compensation of the
          Company's executives; and

     2.   To produce an annual report on executive compensation for inclusion in
          the Company's annual proxy statement in accordance with applicable
          rules and regulations of the Securities and Exchange Commission (the
          "SEC") and other regulatory bodies.

COMPOSITION

     The Committee shall consist of three or more members of the Board of
Directors, each of whom is determined by the Board of Directors to be
"independent" under the rules of the Sarbanes-Oxley Act. Additionally, no
director may serve unless that director (1) is a "Non-employee Director" for
purposes of Rule 16b-3 under the Securities Exchange Act of 1934, as amended,
and (2) satisfies the requirements of an "outside director" for purposes of
Section 162(m) of the Internal Revenue Code.

APPOINTMENT AND REMOVAL

     The members of the Committee shall be appointed by the Board of Directors
and shall serve until such member's successor is duly elected and qualified or
until such member's earlier resignation or removal. The members of the Committee
may be removed, with or without cause, by a majority vote of the Board of
Directors.

CHAIRMAN

     Unless a Chairman is elected by the full Board of Directors, the members of
the Committee shall designate a Chairman by majority vote of the full Committee
membership. The Chairman will chair all regular sessions of the Committee and
set the agendas for Committee meetings.

DELEGATION TO SUBCOMMITTEES

     In fulfilling its responsibilities, the Committee shall be entitled to
delegate any or all of its responsibilities to a subcommittee of the Committee.

MEETINGS

     The Committee should meet at least two times annually, or more frequently
as circumstances dictate. The Chairman of the Board or any member of the
Committee may call meetings of the Committee.

     As part of its review and establishment of the performance criteria and
compensation of designated key executives, the Committee should meet separately
at least on an annual basis with the CEO and any other corporate officers as it
deems appropriate. However, the Committee should also meet from time to time
without such officers present, and in all cases, such officers shall not be
present at meetings at which their performance and compensation are being
discussed and determined. All meetings of the Committee may be held
telephonically.

     All non-management directors who are not members of the committee may
attend meetings of the Committee, but may not vote. In addition, the Committee
may invite to its meetings any director, member of management of the Company,
and such other persons as it deems appropriate in order to carry out its


                                       66

<PAGE>

responsibilities. The Committee may also exclude from its meetings any persons
it deems appropriate in order to carry out its responsibilities.

DUTIES AND RESPONSIBILITIES

     The Committee shall carry out the duties and responsibilities set forth
below. These functions should serve as a guide with the understanding that the
Committee may determine to carry out additional functions and adopt additional
policies and procedures as may be appropriate in light of changing business,
legislative, regulatory, legal, or other conditions. The Committee shall also
carry out any other responsibilities and duties delegated to it by the Board of
Directors from time to time related to the purposes of the Committee outlined in
this Charter.

     In discharging its oversight role, the Committee is empowered to study or
investigate any matter of interest or concern that the Committee deems
appropriate and shall have the sole authority to retain, without seeking Board
approval outside counsel or other experts for this purpose, including the
authority to approve the fees payable to such counsel or experts and any other
terms of retention.

Setting Compensation for Executive Officers and Directors

1.   Establish and review the overall compensation philosophy of the Company.

2.   Review and approve the Company's corporate goals and objectives relevant to
     CEO and other executive officers' compensation, including annual
     performance objectives.

3.   Evaluate the performance of the CEO and other executive officers in light
     of those goals and objectives and, based on such evaluation, review and
     approve the annual salary, bonus, stock options, and other benefits, direct
     and indirect, of the CEO and other executive officers.

4.   In determining the long-term incentive component of compensation for the
     CEO and other executive officers, the Committee should consider the
     Company's performance and relative shareholder return, the value of similar
     incentive awards to CEOs and other executive officers at comparable
     companies, and the awards give to the Company's CEO and other executive
     officers in past years. The Committee is not precluded from approving
     awards (with the ratification of the Board of Directors) as may be required
     to comply with applicable tax laws, such as Rule 162(m).

5.   In connection with executive compensation programs:

     (a)  Review and recommend to the full Board of Directors, or approve, new
          executive compensation programs;

     (b)  Review on a periodic basis the operations of the Company's executive
          compensation programs to determine whether they are properly
          coordinated and achieving their intended purposes;

     (c)  Establish and periodically review polities for the administration of
          executive compensation programs; and

     (d)  Take steps to modify any executive compensation program that yields
          payments and benefits that are not reasonably related to executive and
          corporate performance.

6.   Establish and periodically review policies in the area of senior management
     perquisites.

7.   Consider policies and procedures pertaining to expense accounts of senior
     executives.

8.   Review and recommend to the full Board of Directors compensation of
     directors as well as director's and officer's indemnification and insurance
     matters.


                                       67

<PAGE>

9.   Review and make recommendations to the full Board of Directors, or approve,
     any contracts or other transactions with current or former executive
     officers of the Company, including consulting arrangements, employment
     contracts, change-in-control, severance, or termination arrangements, and
     loans to employees made or guaranteed by the Company.

Monitoring Incentive and Equity-Based Compensation Plans

10.  Review and make recommendations to the Board of Directors with respect to
     the Company's incentive-compensation plans and equity-based plans, and
     review the activities of the individuals responsible for administering
     those plans.

11.  Review and approve all equity compensation plans of the Company that are
     not otherwise subject to the approval of the Company's shareholders.

12.  Review and make recommendations to the full Board of Directors, or approve,
     all awards of shares or share options pursuant to the Company's
     equity-based plans.

13.  Monitor compliance by executives with the rules and guidelines of the
     Company's equity-based plans.

14.  Review and monitor employee pension, profit sharing, and benefit plans.

15.  Select, retain, and/or replace, as needed, compensation and benefits
     consultants and other outside consultants to provide independent advice to
     the Committee. In that connection, in the event the Committee retains a
     compensation consultant, the Committee shall have the sole authority to
     approve such consultant's fees and other retention terms.

Reports

16.  Prepare an annual report on executive compensation for inclusion in the
     Company's proxy statement in accordance with applicable rules and
     regulations of the SEC and other applicable regulatory bodies.

17.  Report regularly to the Board of Directors with respect to matters that are
     relevant to the Committee's discharge of its responsibilities and with
     respect to such recommendations as the Committee may deem appropriate. The
     report to the Board of Directors may take the form of an oral report by the
     Chairman or any other member of the Committee designated by the Committee
     to make such report.

18.  Maintain minutes or other records of meetings and activities of the
     Committee.

ANNUAL PERFORMANCE EVALUATION

     The Committee shall perform a review and evaluation, at least annually, of
the performance of the Committee, including by reviewing the compliance of the
Committee with this Charter. In addition, the Committee shall review and
reassess, at least annually, the adequacy of this Charter and recommend to the
Board of Directors any improvements to this Charter that the Committee considers
necessary or valuable. The Committee shall conduct such evaluations and reviews
in such manner as it deems appropriate.


                                       68