Exhibit 10.31

1994 Aldila Inc. Executive Bonus Plan        Amended January 29, 2008

Article 1.Establishment and Purpose

1.1Establishment.Aldila, Inc. (the "Company") hereby establishes its Executive Bonus Plan
("Plan") effective as of January 1, 1994, as amended January 29, 2008.

1.2Purpose.The purpose of the Plan is to advance the interests of the Company and its stockholders by focusing
the efforts of the key employees on the attainment of short-term earnings goals.

1.3Applicability to Employees.This Plan shall apply to eligible employees of the Company who become
Participants on or after the effective date of the Plan.

Article 2.Definitions

2.1Defined Terms:When used in the Plan, the following terms shall have the meanings specified below:



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2.2Gender and Number.Except as otherwise indicated by the context, any masculine terminology used in the Plan
shall include the feminine gender, and the definition on any term in the singular shall include the plural.

Article 3.Participation

3.1Eligibility.Eligibility for participation in the Plan is limited to those key employees who have a
significant impact on the financial performance of the Company. To become a Participant as to any Plan Year, an employee must be approved by the Committee. Participation in one Plan Year does not
guarantee or infer any assurance of participation in any future Plan Year.

3.2Duration.A Participant's continued eligibility to participate in the Plan shall be contingent upon his
continued employment in a role considered by the Committee to be a "key employee" role.

Article 4.Amount Available For Awards

4.1Award Opportunity.The Committee shall annually adopt the following:



4.2Calculation of Awards.



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4.3Discretionary Performance Modifier.



4.4Maximum Awards.



Article 5.Payment of Awards

5.1Right to Receive Payment.Any award payment that may become due under this Plan shall be made from the
general assets or other financial arrangements entered into as deemed necessary by the Company, normally on or about the date that next follows the availability of audited financial results. Nothing
in this Plan shall be construed to create a trust or to establish or evidence any Participant's claim of any right other than as a general creditor with respect to any payment to which he may be
entitled.



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5.2Beneficiaries.In the event of a Participant's death, any award (or deferred position) that is payable in
respect of the Participant's shall be paid to his spouse or to such other person as he designated (with his spouse's consent) as his beneficiary under this Plan or, if neither his spouse nor his
beneficiary survives him, to his personal representative.

Article 6.Administration.

6.1Committee.The Plan shall be administered by the Committee.

6.2Board Approval.Any recommendation, determination, decision or action of the Committee shall be final,
binding or conclusive for purposes of this Plan, unless it has been specifically overruled by the Board.

6.3Rules and Interpretation.The Committee shall be vested with authority to make such rules and regulations as
it deems necessary to administer the Plan and to interpret the provisions of the Plan in a uniform manner with respect to similarly situated Participants. Any determination, decision or action of the
Committee (or the Board acting pursuant to Section 6.2) in connection with the construction, interpretation, administration or application of the Plan shall be final, conclusive and binding
upon all Participants and upon any and all persons claiming under or through any Participant.

6.4Conflict of Interest.No member of the Committee or the Board shall act or pass upon any matter pertaining
directly or indirectly to his participation in the Plan.

6.5Delegation by Committee.The Committee may rely, and shall be protected in relying, on information and
recommendation provided by management and on management for the day-to-day administration of the Plan.

6.6Records.The records of the Committee with respect to the Plan shall be conclusive on all Participants and
their beneficiaries and on all other persons whomsoever.

6.7Tax Withholding.The Company shall withhold, or require the withholding from any payment which it is
required to make, any federal, state or local taxes and other items required by law to be withheld with respect to such payment and such sum as the Company may reasonably estimate as necessary to
cover any taxes for which the Company may be liable and which may be assessed with regard to such payment.

Article 7.General Provisions.

7.1Nonassignability.In no event shall the Company make payment under this Plan to any assignee or creditor of
a Participant or beneficiary. Prior to the time of any payment under the Plan, a Participant or beneficiary shall have no right by way of anticipation or otherwise to assign or transfer any interest
under this Plan, nor shall a Participant's or beneficiary's rights be assignable or transferable by operation of law.

7.2Employment Rights.The establishment and subsequent operation of the Plan shall not be construed as
conferring any legal or other rights upon any Participant or any other individual for the continuation of his employment for any Plan Year or any other period. The Company expressly reserves

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the
right, which may be exercised at any time and without regard to when during a Plan Year or other accounting period such exercise occurs, to discharge any individual and/or treat him without regard
to the effect which such treatment might have upon him as a Participant in this Plan.

7.3No Individual Liability.No member of the Committee (or member of the Board, or officer of the Company
acting with respect to the Plan), shall be liable for any determination, decision or action made in good faith with respect to the Plan or any award made under the Plan. The Company shall indemnify
each member of the Committee (or such member of the Board or officer of the Company) for all costs and expenses and, to the extent permitted by applicable law, any liability incurred in connection
with defending against, responding to, negotiation for the settlement of or otherwise dealing with any claim, cause of action or dispute of any kind arising in connection with any actions in
administering this Plan or in authorizing or denying authorization to any transaction hereunder.

7.4Severability; Governing Law.If any particular provision of this Plan is found to be invalid or
unenforceable, such provision shall not affect the other provisions of the Plan, but the Plan shall be construed in all respects as if such invalid provision had been omitted. The provisions of the
Plan shall be governed by and construed in accordance with the laws of the State of California.

Article 8.Amendment and Termination.

8.1Amendment and Termination.The Committee may prospectively amend or terminate the Plan at any time;
provided, however, that no such amendment shall relieve the Company of its obligations under Sections 8.2 and 8.3.

8.2Reorganization of the Company.In the event of a merger of the Company with, or the transfer of
substantially all of the assets of the Company to, another corporation, association or person, the acquiring entity or person has the right to continue the Plan and to assume all of the liabilities of
the Company under this Plan without obtaining the consent of any Participant. If the acquiring entity or person assumes the liabilities of the Company under this Plan (whether by agreement or by
operation of law), then the Company (if still in existence) shall be relieved of these liabilities, and no Participant or other person shall have any claims or rights against the Company in connection
with this Plan. If the acquiring person or entity does not assume such liabilities, then the provisions of Section 8.3 shall apply.

8.3Protected Benefits.If the Plan is terminated during a Plan Year, or if, in the event of a merger or asset
transfer described in Section 8.2, the accrued liabilities of the Company under the Plan are not assumed by the acquiring entity or person (either by agreement or by operation of law), then the
Committee (in its sole discretion, but taking into account the portion of the year that precedes such termination or merger or asset transfer and the Company's anticipated Operating Income for the
Plan Year) will determine the amounts of the partial award (if any) to be paid to such Participant for such Plan Year, and such awards shall be guaranteed by the Company and shall not be reduced
without the Participant's consent. The Company shall have no liability whatsoever for the accrual or payment of any incentive award amounts in respect of any period subsequent to the date of such
termination or failure of an acquiring entity or person to assume the Plan.

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