Exhibit 10.2
 Compensation Arrangements with Certain Executive Officers
  20092008
    
    
    2009
    
    
    IncentiveIncentive
    
    
    Base
    
    
    CompensationCompensation
    
    
    Salary
    
    
    Target(1)Paul B. Domorksi
    
    $
    296,202
    
    
    $
    458,400
    
    
    
    80
    %President and CEONeilson A. Mackay
    
    $
    150,000
    
    
    $
    330,000
    
    
    
    55
    %Executive Vice President and COOGary B. Shell
    
    $
    89,860
    
    
    $
    252,000
    
    
    
    50
    %Senior Vice President, Chief Financial Officer and TreasurerDavid A. Smith
    
    $
    144,058
    
    
    $
    244,100
    
    
    
    50
    %Vice President and General Manager, Defense & SpaceGary M. Hebb (2)
    
    $
    114,447
    
    
    $
    209,200
    
    
    
    50
    %Vice President, Innovation & Strategy
 
 (1).
    
    Actual incentive compensation payment under the EICP is determined based on
Company or divisional performance during 2009, primarily with reference to actual
operating income and EPS compared with targets approved by the Compensation
Committee in February 2009. For the CEO, COO, CFO, and VP, Innovation & Strategy,
the determination is weighted 40% based on performance against a corporate operating
income target and 40% based on performance against an EPS target. In each case, the
target is consistent with the Companys 2009 annual earnings guidance released in
January 2009. The remaining 20% is based on achievement against individual
objectives as set and evaluated by the CEO (the Board in the case of the CEO). In
the cases of corporate officers other than the CEO, awards are subject to reduction
by up to 10% based on the CEOs evaluation of individual performance. For Mr.
Smith, the determination is weighted 70% based on performance of the Defense & Space
division, 15% based on corporate performance against the operating income target,
and 15% based on performance against individual objectives as specified and
evaluated by the CEO.




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In general, divisional performance will be measured against
operating income targets that are believed to require excellent execution of
divisional business plans but are reasonably likely to be achieved.In general, no incentive compensation based on financial targets is paid under the
EICP if actual performance is at 80% or less of targeted performance. Performance
above target would normally result in a 2-for-1 percentage increase in incentive
compensation, except that the maximum payment based on divisional performance is
150% of target. The Committee retains the right to
modify, either up or down, the incentive compensation otherwise payable based on the
factoring process, or to make separate discretionary bonus payments of up to
$100,000 in the aggregate, to take into account individual or Company/division
performance on non-financial or supplemental financial objectives. The Committee
and Board also have the right to make other discretionary awards, outside the EICP,
based on factors they believe to be appropriate in the circumstances.(2).
    
    Mr. Hebbs compensation is fixed and paid in Canadian dollars. The 2008
Incentive Compensation amount paid has been converted into US dollars at the average
of the exchange rates in effect during 2008. The 2009 Base Salary amount has been
converted based on the exchange rate at the time the revised salary was approved.