Exhibit 10.8

ALLIED MOTION TECHNOLOGIES INC.  DEFERRED COMPENSATION PLAN  As Amended and Restated Effective January 1, 2007

Allied Motion Technologies Inc., a Colorado corporation (the "Company") previously established the Allied Motion
Technologies Inc. Deferred Compensation Plan (the "Plan"), effective as of January 1, 2006.

Effective
as of January 1, 2007, the Company hereby amends and restates the Plan in its entirety. The provisions of the amended and restated Plan shall apply to all Plan
Participants on and after January 1, 2007.

The
purposes of the Plan are (1) to provide certain key employees with the opportunity to defer the receipt of certain compensation otherwise payable to them, and (2) to
permit eligible key employees to participate in the success of the Company by providing them with the opportunity to earn additional, performance based compensation.

1.Definitions.

The
following definitions shall apply for the purposes of the Plan:

1.01 "Account"
means the bookkeeping account established for each Participant under this Plan for the purpose of recording amounts credited on behalf of such Participant and
any income, gains or losses thereon, as further described in Section 7.

1.02 "Appropriate
Form" means a written or electronic election or other form prescribed by the Board for use in connection with this Plan. The Board may modify, update or
replace any Appropriate Form, on a prospective basis, at any time, and the new or modified form shall take effect with respect to each Participant as soon as it is furnished to such Participant.

1.03 "Beneficiary"
means a person or trust designated in an Appropriate Form as being entitled to receive payment under this Plan on account of the death of a Participant.
If no valid designation of a beneficiary is made, a Participant's Beneficiary shall be such Participant's estate.

1.04 "Board"
or "Board of Directors" means the Board of Directors of the Company or, where applicable, any Committee of the Board to which authority with respect to any
matter relating to this Plan is delegated.

1.05 "Bonus"
means any bonus payable to a Participant by the Employer under the Employee Incentive Bonus Plan, or any other bonus plan for the benefit of one or more
Participants that is approved by the Board.

1.06 A
"Change of Control", for purposes of the Plan, shall be defined in the manner set forth in Section 409A of the Code and the Treasury Regulations thereunder.

1.07 "Code"
means the Internal Revenue Code of 1986, as amended.

1.08 "Deferral"
means a portion of a Participant's Salary or Bonus which is deferred pursuant to Section 3.02 and credited to the Participant's Account in accordance
with Section 3.03.

1.09 "Deferral
Election" means each Participant's written election to defer the receipt of Salary or Bonus in accordance with Section 3.02.

1.10 "Disabled"
means suffering from any mental or physical condition, other than use of alcohol or illegal use of drugs or narcotics, which renders a Participant unable to
perform substantially all of the duties and services for the Company required of the Participant in a satisfactory manner for 120 consecutive days, or 180 days during any 12-month
period.

---



1.11 "Discretionary
Contribution" means an unfunded contribution for the benefit of a Participant, as described in Section 6.

1.12 "Effective
Date of the Plan" means January 1, 2006.

1.13 "Employer"
means the Company or, where applicable, a subsidiary of the Company which is the employer of a Participant.

1.14 "Investment
Funds" means those mutual funds that are designated by the Board from time to time as the investments available to measure adjustments to Accounts, as
provided in Section 7.03.

1.15 "Net
Profit" means the after tax net income of the Company for a Year, as stated in the Company's certified financial statements.

1.16 "Net
Profit Target" means a threshold amount of Net Profit for a Year, designated by the Board as a Performance Criterion pursuant to Section 4.01.

1.17 "Participant"
means an executive employee of the Company or a subsidiary of the Company who is designated by the Board as a participant in the Plan. Effective on and
after January 1, 2007, for purposes of Section 3, Section 4 and Section 5 hereof, a "Participant" means a Participant who has been designated by the Board as eligible to
make the contributions or receive the benefits described in such Section.

1.18 "Performance
Contribution" means an unfunded contribution for the benefit of a Participant, as described in Section 4.

1.19 "Performance
Criteria" means such Net Profit Targets or other organizational criteria, the satisfaction of which is a condition to the Participants' earning Performance
Contributions.

1.20 "Plan"
means the Plan set forth herein, as it may be amended from time to time in accordance with Section 11.01.

1.21 "Retirement"
or "Retire" means any termination of employment with the Company on or after the Effective Date of the Plan.

1.22 "Salary"
means the base salary payable to each Participant by the Company.

1.23 "Separation
from Service" means, with respect to a Participant, such Participant's death, retirement or other termination of employment with the Company. For purposes
of the Plan, such term will be interpreted and applied in a manner consistent with Section 409A of the Code and the Treasury regulations thereunder.

1.24 "Term"
means the period of time during which the Plan is in effect, beginning on the Effective Date of the Plan and ending on the effective date of the Plan's
termination pursuant to Section 11.01 or 11.02.

1.25 "Year"
means each calendar year during the Term of this Plan.

2.Participation.

2.01Commencement.Participation in the Plan is limited to those Executive employees of the Company or a
subsidiary of the Company that are (a) members of a select group of management and highly compensated Employees, as determined by the Board, and (b) designated by the Board. An employee
of the Company or a subsidiary of the Company will become a Participant in the Plan upon being so designated by the Board, effective as of such date as the Board shall designate (which may be prior to
the date of such designation).

2.02Scope of Participation.In designating an employee of the Company or a subsidiary of the Company as a
Participant, the Board shall designate the contributions or benefits under the Plan that

2

---



the
Participant will be eligible to make or receive. If the Board makes no special designation with respect to an employee who first becomes a Participant on or after January 1, 2007, such
Participant will be eligible only to make deferrals in accordance with Section 3 and shall not be eligible to receive Performance Contributions pursuant to Section 4 or benefits upon a
change of control pursuant to Section 5. Effective on and after January 1, 2007, as used in Section 3, Section 4 and Section 5 hereof, a "Participant" means a
Participant who has been designated by the Board as eligible to make the contributions or receive the benefits described in such Section.

2.03Termination of Participation.Once designated as a Participant, an individual will continue as a
Participant until the earliest of the following:



3.Deferrals.

3.01Deferral of Salary or Bonus.



3.02Deferral Election.



3

---





3.03Credit to Account.The Company shall credit any Deferral to a "Deferral Sub-Account" of each
Participant's Account, as described in Section 7.01, as of the date it would have otherwise been paid to each Participant.

3.04Vesting.A Participant's interest in his Deferral Sub-Account shall be fully vested at all
times.

3.05Unforeseen Emergency.Upon payment to a Participant pursuant to Section 8.05 on account of an
unforeseeable emergency, any Deferral Election such Participant has in effect for the Year of the payment shall automatically terminate.

4.Performance Contributions.

4.01Basis of Performance Contributions; Performance Criteria.



4

---





4.02Credit to Account.The Company shall credit any Performance Contributions to a "Performance Contribution
Sub-Account" of each eligible Participant's Account, as described in Section 7.01, as of the date on which the amount of such Performance Contribution is determined by the Board.

4.03Vesting.



5.Benefits Upon a Change of Control.

5.01Calculation of Change of Control Benefit.



5.02Payment of Change of Control Benefit.The Change of Control benefit shall be determined by the Board prior
to the effective date of the Change of Control, and paid to each Participant in a lump sum during the 30 day period beginning on the date of the Change of Control.

6.Discretionary Contributions.

6.01Designation of Eligible Participants and Other Matters.



5

---





6.02Credit to Account.The Company shall credit any Discretionary Contributions to a "Discretionary
Contribution Sub-Account" in each Participant's Account as of the date on which the Board makes the designations described in Section 6.01.

6.03Vesting.A Participant's interest in his Discretionary Sub-Account shall be fully vested at all
times.

7.Participants' Accounts.

7.01Establishment of Accounts and Sub-Accounts.



7.02Performance Contributions Subject to Forfeiture.Until and except to the extent that Performance
Contributions become vested in accordance with Section 4.03, the interest of each Participant in his Performance Contribution Sub-Account is contingent only and is subject to
forfeiture as provided in Section 4.03.

7.03Imputed Investment Experience.



7.04Accounting.



6

---



8.Distributions.

8.01Default Rule.Except as provided in Section 8.04, a Participant's Discretionary
Sub-Account and, unless the Participant elects otherwise in accordance with Section 8.02, a Participant's Deferral Sub-Account and Performance Contribution
Sub-Account shall be distributed in a lump sum within the period of thirty (30) days beginning on the earliest of the following dates:



8.02Election of Time and Form of Payment.



8.03Changes to Payment Method.A Participant's election to revoke the default payment method of
Section 8.01 and to elect another payment method under Section 8.02, or to change the payment method elected under Section 8.02, shall be subject to the following restrictions:



7

---



8.04Payment on Death.



8.05Unforeseeable Emergency.



8.06Payments to Certain Employees.In no event shall any payment under the Plan on account of a Participant's
separation from service be made to a Participant who is a specified employee (as defined in Section 409A of the Code) as of the date of separation from service, before the date that is

8

---



six
months after the date of separation from service or, if earlier than the end of the six-month period, the date of death of such Participant.

8.07Taxes.Payments under this Plan shall be subject to any applicable tax withholding as required under
Federal, State, and local law.

9.Source of Payments.

9.01Unsecured Creditor.Nothing contained in this Plan shall create a trust or create a fiduciary relationship
of any kind between the Company and each Participant. To the extent that any person acquires a right to receive payments from the Company under this Plan, such right shall be no greater than the right
of any unsecured general creditor of the Company.

9.02Unfunded.The Company and each Participant acknowledge it is their intent and they agree that for purposes
of Title I of the Employee Retirement Income Security Act of 1974, as amended, and for purposes of the Code, and for all other purposes, this Plan constitutes an unfunded arrangement maintained for
the purpose of providing deferred compensation for an individual who is a member of a select group of management or highly compensated employees.

9.03Company Obligation to Establish Trust.



10.Prohibition Against Assignment.

10.01No Assignment.Except to the extent required by law, the right of each Participant or any beneficiary to
payment of each Participant's interest in his Account shall not be subject in any manner

9

---



to
anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by creditors of each Participant or beneficiary.

11.Amendment and Termination.

11.01Action by Company.The Company may amend or terminate this Plan at any time by resolution of the Board of
Directors, but no such amendment or termination shall adversely affect each Participant's rights with respect to the amounts previously credited to his Account.

11.02Liquidation.This Plan shall terminate automatically upon the liquidation or dissolution of the Company.
Subject to Section 10.03, payment of each Participant's Account shall be made to him or, if each Participant is deceased, his beneficiary, in a lump sum as soon as practicable following such
liquidation or dissolution.

11.03Conformance to Section 409A.Notwithstanding any contrary provision of this Section 11 or
Section 8:



11.04Intent To Defer Tax.The Company and each Participant intend that this Plan meet the requirements of
Section 409A of the Code for the deferral (until payment) of the income taxation of the compensation deferrable under this Plan, and this Plan shall be construed accordingly. To the extent this
Plan is more restrictive than necessary to meet the requirements of Section 409A of the Code, the Company reserves the right to amend this Plan, provided such amendment would not cause the Plan
to fail to meet those requirements.

12.Miscellaneous.

12.01No Contract of Employment.Nothing contained in this Plan shall be deemed to create a contract of
continuing employment between the Company and each Participant.

12.02Administration.The Board shall administer this Plan in accordance with the Plan's terms and shall have
full power and authority necessary or appropriate for carrying out its duties. The Board shall have the full power to establish any rules and procedures it finds appropriate for the administration of
this Plan. The Board may correct any defect or reconcile any inconsistency in the Plan to the extent the Board finds it necessary to carry out the purposes of the Plan. The Board shall have full power
and authority to interpret the Plan and to decide all matters arising in connection with the administration of the Plan. In exercising its power and authority, the Board shall have complete discretion
and its determinations shall be final.

12.03Participant Responsible for Investment Designations.Neither the Company nor the Board shall have any duty
to question any investment designations of a Participant or to make recommendations to any Participant with respect to investment designations. Neither the Company nor the Board shall be liable for
any reduction in the amount credited to a Participant's Account that is the result of each Participant's investment designations or a failure of each Participant to make or change an investment
designation.

10

---



Notwithstanding
any other provision of this Plan, a Participant's investment designation shall not be given effect if the Board in its discretion determines that such an investment would
be unlawful or impracticable if actually made by the Company.

12.04Investment Designations upon Death, Incapacity, or Disability.The provisions of this Section 12.04
shall apply notwithstanding any contrary provisions of the Plan.



12.05Waivers.No provision of this Plan may be modified, waived, or discharged except by an instrument in
writing executed by each Participant and an authorized officer of the Company. A waiver by either party of any breach of, or compliance with, any condition or provision of this Plan shall not be
deemed a waiver of similar or dissimilar provisions or conditions at the same or any prior or subsequent time. No agreements or representations, oral or otherwise, with respect to the subject matter
of this Plan have been made by either party that are not expressly set forth in this Plan.

12.06Construction.The validity, interpretation, construction, and performance of this Plan shall be governed
by the internal laws of the State of Colorado, without regard to the principles of conflicts of law.

12.07Enforceability.The invalidity or unenforceability of any provision of this Plan shall not affect the
validity of any other provision of this Plan, which shall remain in full force and effect.

12.08Successors.This Plan shall be binding on and inure to the benefit of the Company, its successors and
assigns, each Participant, and each Participant's heirs, executors, administrators, and legal representatives.

11

---



12.09Notices.All notices and other communications required or permitted to be given under the Plan shall be in
writing and shall be deemed to have been duly given if (1) delivered personally, (2) sent by next-day or overnight mail or delivery, or (3) sent by fax, as follows:



12

---



Schedule 1Determination of Performance Criteria

For 2006, the Performance Contribution will be based on a Net Profit Target equivalent to an 8% return on investment, with the
investment used for such determination being shareholders' equity at the beginning of the year adjusted for the issuance of any Company stock during the year.

If
the Company's net profit for 2006 exceeds this Net Profit Target amount, 25% of the excess shall be allocated evenly to Richard D. Smith and Richard S. Warzala.

13

---



QuickLinks