**Exhibit 10.19**

** **

**FIRST AMENDMENT**

**TO THE**

**ALLIEDMOTION TECHNOLOGIES INC. DEFERRED COMPENSATION PLAN**

**WHEREAS**,Allied Motion Technologies Inc. (the “Company”) has reserved the right to amendthe Allied Motion Technologies Inc***.***DeferredCompensation Plan (the “Plan”) at any time by action of its Board of Directors;and

**WHEREAS**,this amendment has been authorized by the Board of Directors of the Company;

**NOW,THEREFORE**, the Company hereby amends the Plan as follows,effective as of the dates specified herein:

**I.             **Effective as ofthe Effective Date of the Plan, Section 1.13 of the Plan is hereby amended toread as follows:

1.13         “Investment Funds” means those mutualfunds that are designated by the Board from time to time as the investmentsavailable to measure adjustments to Accounts, as provided in Section 7.03.

**II.           **Effective as ofAugust 2, 2006, a new Section 1.13A is added to the Plan, as follows:

1.13A      The Company shall be considered to be “Insolvent”for purposes of the Plan if (i) the Company is unable to pay its debts as theybecome due, or (ii) the Company is subject to a pending proceeding as a debtorunder the United States Bankruptcy Code.

**III.          **Effective as ofAugust 2, 2006, a new Section 9.03 is added to the Plan, as follows

9.03         Company Obligation to EstablishTrust.

**(a)          **Notwithstanding theforegoing provisions of this Section 9, upon the  occurrence of any event described insubsection (b), the Company shall, as soon as practicable, but in any casewithin sixty (60) days after notice of such event is delivered to the Companyby any Participant as provided herein:

(i)            establish an irrevocable “rabbitrust”, within the meaning of IRS Revenue Procedure 92-64, or any comparableprovision of law then in effect, 

 

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under this Plan, whichtrust shall include a separate account for each Participant; and

(ii)           contribute to such trust suchprincipal amount, in cash, as shall be sufficient to fully fund all benefits ofall Participants under the Plan which have theretofore accrued.

Thereafter, each Year theCompany shall (A) contribute to such trust such additional amounst as shall berequired such that, after such contribution, the assets in the trust shall be sufficientto fully fund all benefits under the Plan which have theretofore accrued, and(B) cause the trustee to deliver periodic reports to all Participants (not lessfrequently than annually) with respect to the assets, gains and losses of theParticipant’s account under the trust.

**(b)          **The events referredto in subsection (a) are as follows:

(i)            A “Change of Control” with respectto the Company;

(ii)           The Company’s becoming Insolvent; or

(iii)          Any Participant’s delivery of awritten notice to the Company requesting that the Company establish a rabbitrust as provided herein.

**IV.          **Effective as ofAugust 2, 2006, a new Section 12.08 is added to the Plan, as follows:

12.08       Notices. All notices and other communications required or permitted to begiven under the Plan shall be in writing and shall be deemed to have been duly givenif (a) delivered personally, (b) sent by next-day or overnight mail ordelivery, or (c) sent by fax, as follows:

**(a)          **If to the Companyto:

Allied MotionTechnologies Inc.

Suite 150

23 Inverness Way East

Englewood, CO 80112

Fax:  (303) 799-8521

Attention:  Secretary

**(b)          **If to anyParticipant, to the address or fax number of such Participant most recentlyprovided to the Company by the Participant.

 

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**IN WITNESS WHEREOF**, the Companyhas caused this First Amendment to be executed this 2nd day of August,2006.
|            | **ALLIED  MOTION TECHNOLOGIES INC.** |
|------------|--------------------------------------|
| ** ** | ** **                           |
| ** ** | ** **                           |
| ** ** | By:                                  | /s/ Susan M.  Chiarmonte | ** ** |
| ** ** | Secretary and Treasurer              |

 

 

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