EXHIBIT 10.9.2

AMENDED AND RESTATED EMPLOYMENT AGREEMENT  BETWEEN  HCC INDUSTRIES, INC.  and  RICHARD FERRAID  ORIGINAL DATE OF AGREEMENT: MARCH 31, 2000  DATE OF AMENDED AND RESTATED AGREEMENT: DECEMBER 31, 2000

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TABLE OF CONTENTS

|                             |  |        |  |                                                                                                                  |  | Page No.
|---------------------------- |  | ------ |  | ---------------------------------------------------------------------------------------------------------------- |  | --------
|1. Employment                |  |       
|                             |  | 1.1    |  | Term                                                                                                             |  | 1       
|                             |  | 1.2    |  | Title; Reporting; Policies                                                                                       |  | 1       
|                             |  |        |  | 1.2.1 Title; Duties                                                                                              |  | 1       
|                             |  |        |  | 1.2.2 Reporting                                                                                                  |  | 1       
|                             |  |        |  | 1.2.3 Policies                                                                                                   |  | 1       
|                             |  | 1.3    |  | Place; Travel                                                                                                    |  | 1       
|                             |  |        |  | 1.3.1 Place of Employment                                                                                        |  | 1       
|                             |  |        |  | 1.3.2 Travel                                                                                                     |  | 1       
|                             |  | 1.4    |  | Exclusive; Outside Activities                                                                                    |  | 1       
|2. Compensation and Benefits |  |       
|                             |  | 2.1    |  | Base Salary                                                                                                      |  | 2       
|                             |  | 2.2(a) |  | Performance Bonus FY 2001                                                                                        |  | 2       
|                             |  | 2.2(b) |  | Performance Bonus FY 2002 and Subsequent Fiscal years                                                            |  | 2       
|                             |  | 2.3    |  | Employee's Stock Options                                                                                         |  | 2       
|                             |  |        |  | 2.3.1 Option A                                                                                                   |  | 2       
|                             |  |        |  | 2.3.2 Option B                                                                                                   |  | 3       
|                             |  |        |  | 2.3.3 Option C                                                                                                   |  | 3       
|                             |  |        |  | 2.3.4 Option D                                                                                                   |  | 3       
|                             |  |        |  | 2.3.5. Effect of Termination of Employment on Employee's Stock Options                                           |  | 4       
|                             |  |        |  | 2.3.5.1                                                                                                          |  | 4       
|                             |  |        |  | 2.3.5.2                                                                                                          |  | 4       
|                             |  |        |  | 2.3.6 Method of Exercise                                                                                         |  | 4       
|                             |  |        |  | 2.3.7 Change of Control                                                                                          |  | 4       
|                             |  | 2.4    |  | Benefit Programs                                                                                                 |  | 4       
|                             |  | 2.5    |  | Expenses                                                                                                         |  | 5       
|                             |  | 2.6    |  | Car                                                                                                              |  | 5       
|                             |  | 2.7    |  | D&O Insurance                                                                                                    |  | 5       
|                             |  | 2.8    |  | Vacation                                                                                                         |  | 5       
|                             |  | 2.9    |  | Indemnity                                                                                                        |  | 5       
|                             |  | 2.10   |  | Section 162(m) of the Code                                                                                       |  | 5       
|                             |  | 2.11   |  | Company's Call Rights                                                                                            |  | 5       
|                             |  |        |  | 2.11.1 Relationship of this Agreement to Stockholders Agreement                                                  |  | 5       
|                             |  |        |  | 2.11.2 Termination by Company Without Good Cause                                                                 |  | 6       
|                             |  |        |  | 2.11.3 Termination Upon Disability, Death or Retirement                                                          |  | 6       
|                             |  |        |  | 2.11.4 Voluntary Termination                                                                                     |  | 6       
|                             |  |        |  | 2.11.4.1 Voluntary Termination Without Notice and
                          Without Non-Competition Agreement    |  | 6       
|                             |  |        |  | 2.11.4.2 Voluntary Termination With Notice and
                          With Non-Competition Agreement          |  | 7       
|                             |  |        |  | 2.11.5 Termination for Good Cause                                                                                |  | 7       
|                             |  |        |  | 2.11.6 Construction Termination                                                                                  |  | 7       
|                             |  |        |  | 2.11.6.1 Constructive Termination Without Notice and
                          Without Non-Competition Agreement |  | 7       
|                             |  |        |  | 2.11.6.2 Constructive Termination With Notice and
                          With Non-Competition Agreement       |  | 8       

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|3. Term and Termination |  |    
|----------------------- |  | ---
|                        |  | 3.1
|                        |  | 3.2
|                        |  |    
|                        |  |    
|                        |  |    
|                        |  |    
|                        |  | 3.3
|                        |  | 3.4
|                        |  | 3.5
|                        |  |    
|                        |  |    
|                        |  |    
|                        |  |    
|                        |  |    
|                        |  |    
|                        |  |    
|                        |  |    
|4. Other Agreements     |  |    
|                        |  | 4.1
|                        |  |    
|                        |  |    
|                        |  |    
|                        |  |    
|                        |  |    
|                        |  | 4.2
|                        |  |    
|                        |  |    
|                        |  |    
|                        |  | 4.3
|                        |  | 4.4
|                        |  | 4.5
|                        |  | 4.6
|5. Dispute Resolution   |  |    
|                        |  | 5.1
|                        |  | 5.2
|                        |  |    
|                        |  |    
|                        |  |    
|                        |  |    
|                        |  |    
|                        |  | 5.3
|                        |  | 5.4
|6. General Provisions   |  |    
|                        |  | 6.1

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| |  | 6.2  |  | Amendments; Waivers                       |  | 15
| |  | ---- |  | ----------------------------------------- |  | --
| |  | 6.3  |  | Integration                               |  | 15
| |  | 6.4  |  | Interpretation; Governing Law             |  | 15
| |  | 6.5  |  | Headings                                  |  | 15
| |  | 6.6  |  | Counterparts                              |  | 15
| |  | 6.7  |  | Successors and Assigns                    |  | 15
| |  | 6.8  |  | Expenses                                  |  | 15
| |  | 6.9  |  | Representation by Counsel; Interpretation |  | 15
| |  | 6.10 |  | Time is of the Essence                    |  | 15
| |  | 6.11 |  | Notices                                   |  | 15

|Exhibit A |  | Defined Terms                                        |  | A-1
|--------- |  | ---------------------------------------------------- |  | ---
|Exhibit B |  | Employee-Owned Invention Notification                |  | B-1
|Exhibit C |  | FY 2001 Executive Bonus Plan EBITDA as a % of Target |  | C-1
|Exhibit D |  | Property Rights and Confidentiality Agreement        |  | D-1

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AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This Amended and Restated Employment Agreement is entered into as of the 31st day of December, 2000 by and betweenHCC
INDUSTRIES, INC., a Delaware corporation (the "Company") andRICHARD FERRAID("Employee"). This Agreement amends, restates, supersedes, and replaces, but does not evidence satisfaction of, that certain Employment Agreement
between the parties dated March 31, 2000. The parties agree as follows. The capitalized terms onExhibit Ahave the meanings respectively assigned to
them, which apply equally to the singular and plural forms of the terms.

1.  Employment

1.1Term. The Company agrees to employ Employee for the Term, and Employee accepts such employment.

1.2Title; Reporting; Policies.



1.3Place; Travel.



1.4Exclusive; Outside Activities. Employee will devote full and exclusive business time to the Company. The foregoing
will not prohibit Employee from: (a) passive ownership of real or personal property; (b) owning less than 5% of any class of securities of a corporation that is publicly held; (c) owning any class of
securities of or being a partner in any other corporation or business not competing directly or indirectly with the Company or providing goods or services to the Company if, in each case (x) interests
are held for investment, (y) Employee does not become involved in active management of an operating business, and (z) such ownership or management does not materially interfere with the performance of
Employee's duties. Employee may also hold directorships or similar positions with nonprofit, charitable, community or other similar organizations, so long as such activities do not

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materially interfere with the performance of Employee's duties. Any other directorships or similar positions must be approved by the Board, which approval will not be unreasonably withheld.

2.  Compensation and Benefits

2.1Base Salary. Employee will be paid the Base Salary during the Term in accordance with the Company's policies.

2.2(a)Performance BonusFY 2001. In addition to the Base Salary payable under Section 2.1,
the Company shall pay Employee an annual Performance Bonus predicated upon the Company's achieving the EBITDA Target (the "EBITDA Target") established
by the Company and identified onExhibit Cannexed hereto and made a part hereof, as determined by the Company's independent auditing firm based upon
the Company's fiscal year-end audited financial statement. The amount of Employee's Performance Bonus is expressed as a percentage of his Base Salary and corresponds to a percentage of the EBITDA
Target set forth inExhibit C. As an example, in the event that the Company achieves 100% of the targeted EBITDA, the Employee's Performance Bonus shall
equal 35% of his Base Salary. This Performance Bonus will decrease or increase as the Company falls short or exceeds the EBITDA Target as shown by the graph onExhibit
C.

Any
changes in the EBITDA Target will be evidenced by a substitutedExhibit Cto this Agreement which shall be initialed by the
Chairman of the Board of Directors and Employee and attached to, and made a part of, this Agreement.

In
the event that Employee is entitled to a Performance Bonus under this Section 2.2, such bonus shall be paid within thirty (30) days of the issuance of the Company's fiscal year-end
audited financial statement.

In
the event that this Agreement is terminated by the Company, unless such termination is pursuant to Section 3.2.3, Employee shall be entitled to a Performance Bonus for the fiscal
year of the Company in which the termination occurs, equal to the greater of (i) the Target Bonus for such fiscal year, or (ii) Employee's actual Performance Bonus for the previous fiscal year.

2.2(b)Performance BonusFY 2002 and Subsequent Fiscal Years. For fiscal years beginning
April 1, 2001 and beyond, the employee shall be entitled to a target bonus of not less than 35% of Base Salary. Such target bonus shall be based upon a Bonus Plan developed for FY 2002 and subsequent
years as approved by the Board of Directors. The provisions of such Bonus Plans are at the sole discretion of the Board except that such provisions must provide employee with a reasonable opportunity
to earn 35% of Base Salary.

2.3Employee's Stock Options. In consideration of Employee's execution of this Agreement, the Company shall grant
Employee an option to purchase a total of 5,500 shares of the Company's common stock, pursuant to Option A, Option B, Option C, and Option D below (collectively, "Employee's
Stock Options"). The terms of Employee's Stock Options shall be as follows:



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Date

Percentage of Option A which is
Exercisable and Remains
Exercisable Until Option A ExpiresApril 1, 2001

33
%April 1, 2002

67
%April 1, 2003

100
%




Exercise Date

Percentage of Option B which is
Exercisable and Remains
Exercisable Until Option B ExpiresDecember 31, 2001

33
%December 31, 2002

67
%December 31, 2003

100
%




Exercise Date

Percentage of Option C which is
Exercisable and Remains
Exercisable Until Option C ExpiresDecember 31, 2001

33
%December 31, 2002

67
%December 31, 2003

100
%




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Exercise Date

Percentage of Option D which is
Exercisable and Remains
Exercisable Until Option D ExpiresDecember 31, 2001

33
%December 31, 2002

67
%December 31, 2003

100
%




2.4Benefit Programs. During the Term, Employee will be entitled to participate in those Benefit Programs made generally
available to the senior executives of the Company, which shall in any event provide no less benefit to Employee than those Benefit Programs in which Employee participates on the date hereof.

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2.5Expenses. The Company will pay or reimburse Employee for all reasonable travel (see Section 1.3.2), entertainment or
other expenses incurred by Employee in connection with the performance of his duties in accordance with Company policy existing at the time the expense was incurred. Any such expenses must be either
specifically authorized by the Company or incurred in accordance with Company policies. Employee must furnish the Company with evidence relating to such expenses, as the Company reasonably requires,
substantiating such expenses for tax and accounting purposes.

2.6Car. The Company will either (a) provide Employee with the use of a car (luxury class) or reimburse Employee in the
amount of $750.00 per month for car expenses and will provide maintenance and insurance in each case, in a manner consistent with present practice of the Company.

2.7D&O Insurance. The Company will furnish Employee with the same Directors' and Officers' liability insurance
furnished to other executive officers from time to time, and use reasonable efforts to name Employee as a named insured for four (4) years after the Term ends.

2.8Vacation. Employee shall be entitled to four weeks paid vacation per year, taken at a time, at employee's
discretion, in order to best meet employee's personal desires while minimizing any potential for disruption to the Company's business.

Employee
is encouraged to take the vacation provided for here. The Company recognizes that it may be in the best interest of the Company for employee to defer some portion of his
vacation. However, in no case can employee accrue vacation in excess of six weeks without prior written consent of the Board of Directors.

2.9Indemnity. To the fullest extent permitted by applicable law, as from time to time in effect, the Company will
indemnify Employee and hold Employee harmless for any acts or decision made in good faith in performing services for the Company. If Employee is a party to a definitive indemnification agreement with
the Company, then the foregoing sentence will not be applicable.

2.10Section 162(m) of the Code. Notwithstanding anything to the contrary in this Agreement, any
remuneration under this Agreement or any other agreements to which the Company and Employee are parties in respect of employment that is not deductible for any taxable year of the Company because of
Section 162(m) of the Code will be deferred until the first day that any excess remuneration becomes deductible under Section 162(m) or by virtue of its repeal or amendment. Any such deferred payment
will bear interest at the short term federal rate determined under the Code beginning with the date such payment is first deferred. Notwithstanding any provision in this Agreement to the contrary,
this Section 2.10 shall survive the termination of this Agreement.

2.11Company's Call Rights.



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3.  Term and Termination.

3.1Term. Unless terminated as provided in Subsection 3.2, the Term of this Agreement shall be two (2) years, commencing
on April 1, 2000 and terminating on March 31, 2002; provided, however, that the Term of this Agreement shall automatically renew for a period of two (2) years on March 31st of each
year (such date, the "Renewal Date"), unless the Board of Directors shall have elected to terminate this Agreement by delivering written notice of its
election to terminate to Employee not fewer than thirty (30) days prior to the Renewal Date.

3.2Termination By Company. The compensation and other benefits provided to Employee under this Agreement, and the
employment of Employee by the Company, can be terminated prior to the expiration of the Term only as set forth in this Section 3.2.



3.3Termination By Employee. Employee can terminate employment under this Agreement for Constructive Termination or if
Employee has established Good Reason under the terms of this Agreement.

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3.4Notice of Termination. Any termination by the Company for Good Cause, or by Employee for Good Reason or Constructive
Termination, will be communicated by Notice of Termination to the other party hereto. A "Notice of Termination" will (a) indicate the specific termination provision in this Agreement relied upon; (b)
to the extent applicable, set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Employee's employment under such provisions; and (c) if the Date of
Termination is other than the date of receipt of such notice, specify the termination date (which date shall not be more than fifteen (15) days after the giving of such notice). The failure by the
Employee or the Company to set forth in the Notice of Termination any fact or circumstance that contributes to a showing of Good Reason or Good Cause will not waive any right of Employee or the
Company hereunder or preclude Employee or the Company from asserting such fact or circumstance in enforcing Employee's or the Company's rights hereunder.

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3.5Effect of Termination.



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4.  Other Agreements

4.1Confidential Information; etc.



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4.2Work Product.



4.3Insurance.The Company will have the right to take out life, health, accident, "Key-man" or other
insurance covering Employee, in the name of the Company and at the Company's expense, in any amount deemed appropriate by the Company. Employee will assist the Company in obtaining such insurance,
including, but not limited to, submitting to any reasonably required medical examination. The Company will be the owner and beneficiary of any and all policies for such insurance.

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4.4Assistance in Litigation.Employee will render assistance, advice, and counsel to the Company at
its request regarding any matter, dispute or controversy with which the Company may become involved and of which Employee has or may have reason to have knowledge, information or expertise. Such
services will be without additional compensation if Employee is then employed by the Company and for reasonable compensation and subject to Employee's reasonable availability if Employee is not. In
any event, the Company will pay all of Employee's reasonable out-of-pocket expenses in connection therewith.

4.5Withholding Taxes.To the extent required by the law in effect at the time any amounts under this
Agreement are paid, the Company will withhold from such payments the taxes and other amounts required to be withheld by applicable law. Whenever shares of the Company's common stock are to be
delivered pursuant to the exercise of an Employee's Stock Option, the Company shall have the right to require the Employee to remit to the Company in cash an amount sufficient to satisfy any federal,
state and local withholding tax requirements related thereto.

4.6Medical Examination.Employee will submit to and cooperate in, from time to time, such examinations
as the Company reasonably requests to determine whether Employee is or continues to be able to perform the essential functions of his/her position.

5.  Dispute Resolution

5.1Dispute Resolution.Except as necessary for the Company to specifically enforce its rights under
Sections 1.4, 4.1 and 4.2 of the Agreement or to obtain injunctive relief, the parties agree that any disputes that may rise in connection with, arising out of or relating to this Agreement, or any
dispute that relates in any way, in whole or in part, to Employee's employment with the Company, the termination of that employment or any other dispute by and between the parties or their successors
or assigns, will be submitted to binding arbitration in Los Angeles, California, according to the Employment Dispute Resolution rules and procedures of the American Arbitration Association and
California Code of Civil Procedure Section 1283.05. Each party will pay one-half of the cost of the arbitration, excluding the cost of the parties' respective legal counsel. This arbitration
obligation extends to any and all claims that may arise by and between the parties or their successors, assigns or affiliates, and expressly extends to, without limitation, claims or causes of action
for wrongful termination, impairment of ability to compete in the open labor market, breach of an express or implied contract, breach of the covenant of good faith and fair dealing, breach of
fiduciary duty, fraud, misrepresentation, defamation, slander, infliction of emotional distress, disability, loss of future earnings, and claims under any State Constitution, the United States
Constitution, and applicable state
and federal fair employment laws, federal equal employment opportunity laws, and federal and state labor statutes and regulations, including, but not limited to, the Civil Rights Act of 1964, as
amended, the Fair Labor Standards Act, as amended, the Americans With Disabilities Act of 1990, the Rehabilitation Act of 1973, as amended, the Employee Retirement Income Security Act of 1974, as
amended, and the Age Discrimination in Employment Act of 1967.

5.2Rights and Remedies Upon Breach.If Employee breaches, or threatens to commit a breach of, any of
the provision of Sections 1.4, , 4.1 and 4.2 of the Agreement (the "Restrictive Covenants"), then the Company and its subsidiaries, affiliates, successors or assigns shall have the following rights
and remedies, each of which shall be independent of the others and severally enforceable, and each of which shall be in addition to, and not in lieu of, any other rights or remedies available to the
Company or its subsidiaries, affiliates, successors or assigns at law or in equity:



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5.3Prevailing Party.The prevailing party in any action relating to this Agreement will be entitled to
recover, in addition to other appropriate relief, reasonable legal fees, costs and expenses incurred in such action.

5.4Successor.The Company will require any successor (whether direct or indirect, by purchase, merger,
consolidation or otherwise) to all or substantially all of the business and/or assets of the Company, to expressly assume and agree to perform this Agreement in the same manner and to the same extent
that the Company would be required to perform it if no such succession had taken place.

6.  General Provisions

6.1Assignment.This Agreement is a personal contract, and the rights, interests and obligations of
Employee under this Agreement may not be sold, transferred, assigned, pledged or hypothecated by Employee, except that this Agreement may be assigned by the Company to any corporation or other
business entity that succeeds to all or substantially all of the business of the Company or any division or sub-unit thereof through merger, consolidation, corporate reorganization or by acquisition
of all of substantially all of the assets of the Company and that assumes the Company's obligations under this Agreement. The term and conditions of this Agreement will inure to the benefit of and be
binding upon any successor to the business of the Company and Employee's heirs and legal representatives.

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6.2Amendments; Waivers.Amendments, waivers, demands, consents and approvals under this Agreement must
be in writing and designated as such. No failure or delay in exercising any right will be deemed a waiver of such right.

6.3Integration.This Agreement is the entire agreement between the parties pertaining to its subject
matter, and supersedes all prior agreements and understandings of the parties in connection with such subject matter.

6.4Interpretation; Governing Law.This Agreement is to be construed as a whole and in accordance with
its fair meaning. This Agreement is to be interpreted in accordance with the laws of the State of New Jersey.

6.5Headings.Headings of Sections and subsections are for convenience only and are not a part of this
Agreement.

6.6Counterparts.This Agreement may be executed in one or more counterparts, all of which constitute
one agreement.

6.7Successors and Assigns.This Agreement is binding upon and inures to the benefit of each party and
such party's respective heirs, personal representatives, successors and assigns. Nothing in this Agreement, express or implied, is intended to confer any rights or remedies upon any other person.

6.8Expenses.If the Employee seeks legal representation in connection with this Agreement, the Company
shall reimburse the Employee for legal expenses in an amount not to exceed $1,500.00.

6.9Representation by Counsel; Interpretation.The Employee acknowledges that he/she has had the
opportunity to be represented by counsel in connection with this Agreement. Any rule of law, including, but not limited to, Section 1654 of the California Civil Code, or any legal decision that would
require interpretation of any claimed ambiguities in this Agreement against the party that drafted it, has no application and is expressly waived.

6.10Time is of the Essence.Time is of the essence in the performance of each and every term,
provision and covenant in this Agreement.

6.11Notices.Any notice to be given hereunder must be in writing and delivered to the following
addresses (or to another address as either shall designate in writing). Such notice will be effective (a) if given by telecopy or if confirmed by returned telecopy, (b) one Business Day after delivery
through a generally recognized and reputable overnight courier or messenger for next day deliver, (c) if given by mail or any other means, when actually delivered to the address specified.

If to the Company:

HCC Industries, Inc. 4232 Temple City Boulevard Rosemead, California 91770 Attention: Corporate SecretaryIf to Employee:

At Employee's most recent address on the books and records of the Company.


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The
parties have signed this Agreement effective as of the date on page three.

| |  | HCC INDUSTRIES, INC.
| |  | --------------------
| |  | By:                 
| |  |                     
| |  | Its:                
| |  |                     
| |  | EMPLOYEE:           
| |  |                     
| |  | Richard Ferraid     

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EXHIBIT A    DEFINED TERMS

"Earned and Unpaid Performance Bonuses" means with respect to any date, Performance Bonuses which have been
earned by Employee as of the end of the Company's fiscal year preceding such date but not paid to Employee.

"Agreement" means this Employment Agreement, as amended from time to time.

"Base Salary" means the annual amount of $350,000.00. Employee's Base Salary shall be reviewed by the Board of Directors annually and
may be increased from time to time at the sole discretion of the Board of Directors. In no event will Base Salary be reduced.

"Benefits Program" means programs such as group health, dental, life and disability, profit sharing, pension and similar programs (but
excluding bonus plans) made generally available to the senior executives of the Company.

"Board" means the Company's Board of Directors as composed at the time, not including Employee.

"Business Day" means any day except a Saturday, Sunday or other day national banks in the State of California are authorized or
required by law to close.

"Change of Control" means the occurrence of any of the following events:



"Change of Status" means any change in Employee's title, duties and responsibilities or place of employment.

"Code" means the Internal Revenue Code of 1986, as amended from time to time.

"Common Stock" means the Company's common stock, $0.10 par value.

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"Company" means HCC Industries, Inc., a Delaware corporation, together with its subsidiaries.

"Confidential Information" means information not known by the trade generally or not reasonably available to a knowledgeable person in
the trade, even though such information may have been disclosed to one or more third parties pursuant to consulting agreements, joint research agreements, or other agreements entered into by the
Company and includes, without limitation, trade secrets, designs, plans, formulas, customer lists, lists of suppliers, and all other confidential and proprietary information.

"Constructive Termination" means that if there is a Change of Control in the Company, or a Change of Status of the Employee, Employee
may terminate his employment with the same effect as if he were terminating for Good Reason. However, in event of a Change of Control, if employee is asked to remain as a division or subsidiary
president, then there shall not be deemed to be a "constructive termination".

"Contingent Bonus Plan of the Company" means the contingent bonus plan that went into effect upon the Recapitalization with Windward
Capital February 14, 1997.

"Date of Termination" means:



"Disability" means the Employee's inability to substantially render to the Company the services required under this Agreement for more
than 60 days out of any consecutive 120 day period because of mental or physical illness or incapacity, as determined in good faith by the Board.

"EBITDA" means the combined earnings before interest, federal and state income taxes, and depreciation and amortization of the Company
and its subsidiaries determined in good faith by the Company in accordance with generally accepted accounting principles.

"Effective Date" means January 1, 2001.

"Employee Non-Competition Agreement" means an agreement between Employee and the Company executed in connection with a Voluntary
Termination (as such term is defined in the Stockholders Agreement) or a Constructive Termination, containing the terms outlined inExhibit E.

"Good Cause" means a finding by the Board in good faith that Employee has



An
event specified in (b), (c) or (d) above will not constitute "Good Cause" until the Board provides Employee with written notice of such event setting
forth in reasonable detail the specifics of such event

---

and such event has not been cured to the reasonable satisfaction of the Board, if such act or event can be cured, within thirty days of such notice (except upon the subsequent occurrence of a
substantially similar event, in which case such second event will constitute "Good Cause" without any notice or cure period).

"Good Reason" means, other than an event also constituting Good Cause, the Company's material breach of this Agreement.

"Including" or "includes," when following any general provision, sentence, clause,
statement, term or matter, will be deemed to be followed by, but not limited to, "and," but is not limited to," respectively.

"Stockholders Agreement" means the Amended and Restated Stockholders Agreement, dated February 14, 1997, and amended as of September
12, 2000, among the Company, Windward Capital Associates, L.P., Windward/Park HCC, L.L.C., Windward/Merchant, L.P., Windward/Merban, L.P., and the Management Stockholders as defined therein, as the
same may be amended, restated or modified from time to time.

"Term" means the period from the Effective Date through 180 days after the Notice of Termination date in which the Employee is
terminated for any reason other than Good Cause, Death, Unavailability or voluntary termination.

"Unavailability" means Employee being unable to fully perform Employee's duties by reason of illness, Disability or other incapacity,
or by reason of any statute, law, ordinance, regulation, order, judgment, or decree, except for an instance that would constitute Good Cause.

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EXHIBIT B    EMPLOYEE-OWNED INVENTION NOTIFICATION

This Employee-Owned Invention Notification ("Notification") is to inform Employee in accordance with Section
2872 of the California Labor Code that the Agreement between Employee and the Company does not require Employee to assign or offer to assign to the Company any invention that Employee developed or
develops entirely on his or her own time without using the Company's equipment, supplies, facilities or trade secret information except for those inventions that either:



To
the extent a provision in the Agreement purports to require Employee to assign an invention otherwise excluded from the preceding paragraph, the provision is against the public
policy of the State of California and is unenforceable.

This
Notification does not apply to any patent or invention covered by a contract between the Company and the United States or any of its agencies requiring full title to such patent
or invention to be in the United States.

Employee
acknowledges receipt of a copy of this Notification.

|                               |  |  |  | By:   |  |                         
|------------------------------ |  |  |  | ----- |  | ------------------------
|                               |  |  |  |       |  | Printed Name of Employee
|                               |  |  |  | Date: |  |                         
|                               |  |  |  |       |  |                         
|Witnessed by:                  |  |  |  |      
|                               |  |  |  |       |  |                         
|Printed Name of Representative |  |  |  |      
|Date:                          |  |  |  |       |  |                         
|                               |  |  |  |       |  |                         

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EXHIBIT C

Chart depicting HCC Industries FY2001 Executive Bonus
Plan (% of Base Pay / EBITDA as a % of Target)

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EXHIBIT D    PROPERTY RIGHTS AND CONFIDENTIALITY AGREEMENT

In consideration of my employment and the compensation paid me by HCC Industries Inc., or any of its subsidiary companies (hereinafter collectively referred to
as the "Company"), I hereby agree as follows:

1.Confidentiality.I agree that for and during the entire term of my employment any of the following
shall be considered and kept as the private and privileged records of the Company and will not be divulged to any person, firm, or institution except with the prior written authorization fo the
President of HCC:



Further,
upon termination of my employment for any reason, I agree that I will continue to treat as private and privileged such information and will not release any such information to any person,
firm or institution without the prior written authorization of the President of HCC, and the Company shall be entitled to an injunction by any competent court to enjoin and restrain the authorized
disclosure of such information.

2.Ownership of Employee's Inventions.All inventions, processes, procedures, systems, discoveries,
designs, glass formulae, trade secrets and improvements conceived by me, alone or with others, during the term of my employment, that are within the scope of the Company's business operations or that
relate to any of the Company's work or projects, are the exclusive property of the Company. I agree to assist the Company, at its expense, to obtain patents on any such patentable ideas, inventions,
and other developments, and I agree to execute all documents necessary to obtain such patents in the name of the Company.

3.Return of Property.Upon termination of my employment, regardless of how effected, I shall
immediately turn over to the Company all of the Company's property, including all items used by me in rendering services to the Company that may be in my possession or under my control, including all
notes, memoranda, notebooks, drawings, records, reports, files and other documents (and all copies or reproductions of such material). I acknowledge that this material is the sole property of the
Company.

4.Miscellaneous.



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|       |  |  |  | EMPLOYEE:           
|------ |  |  |  | --------------------
|Dated: |  |  |  |                     
|       |  |  |  | Employee's Signature
|       |  |  |  |                     
|       |  |  |  | Employee's Name     
|       |  |  |  | HCC INDUSTRIES INC.:
|Dated: |  |  |  | By:                 
|       |  |  |  |                     

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