exv10w2



 





Exhibit 10.2




SUMMARY OF

DDi CORP.

2007 SENIOR MANAGEMENT BONUS PROGRAM



1. Purpose and Effective Date. The bonus program, effective as of January 1, 2007, shall
be known as the DDi Corp. 2007 Senior Management Bonus Program (the “Bonus Program”). It is a
performance-based bonus program for the benefit of a select group of employees of (a) DDi Corp., a
Delaware corporation (“DDi Corp.”); (b) Dynamic Details, Incorporated, a California corporation and
DDi Corp.’s principal operating North American subsidiary (“Dynamic Details”); and (c) any of the
other North American subsidiaries of DDi Corp. who are selected for participation as provided
herein (“Participants”). The Bonus Program is intended to qualify as a compensation or bonus plan
that is exempt from the application of the Employee Retirement Income Security Act of 1974, as
amended, by reason of Section 3 of such Act. Unless otherwise noted, the term the “Company” shall
refer to DDi Corp. and/or any of its North American subsidiaries, as applicable.



2. Eligibility and Participation. Eligibility and participation shall be at the sole
discretion of DDi Corp. In order to become a Participant eligible to receive benefits, an employee
must be selected for participation in the sole discretion of the Compensation Committee of the
Board of Directors of DDi Corp. (the “Compensation Committee”). Management of DDi Corp. will
notify in writing those employees determined by the Compensation Committee to be eligible for
participation in the Bonus Program.



3. Performance Bonus. The Bonus Program is designed to encourage Participants to perform
in a satisfactory manner over the course of calendar year 2007. The annual performance bonus
(“Bonus”) payable to Participants who remain employed by the Company on the date that bonuses are
paid under the Bonus Program (the “Distribution Date”). The Bonus shall consist of two
components, (i) a Target EBITDA Bonus, which is based upon the achievement of EBITDA from DDi
Corp.’s consolidated North American operations less the total amount of bonus payments awarded
under the Bonus Program (“Net EBITDA”), and (ii) a Target Performance Bonus, which is based on the
achievement of job-specific performance objectives of each Participant and further limited by the
Company having achieved its Net EBITDA objective.




     (a) Administration of Bonus Program. The Compensation Committee shall administer the
Bonus Program. For fiscal year 2007, the Compensation Committee shall review and approve the
target Net EBITDA, and, with respect to each Participant, the maximum Target EBITDA Bonus, the
maximum Target Performance Bonus, job-specific performance objectives and a mechanism for
calculating the percent completion of such performance objectives (“Performance Percent Complete”).
In describing job-specific performance objectives, the Compensation Committee and the Company
shall use best efforts to ensure that such objectives are written, disclosed to the Participant,
quantitatively measurable, and capable of being objectively evaluated.



     (b) Target EBITDA Bonuses. Participants shall be eligible to receive a Target EBITDA
Bonus hereunder only to the extent that the Company’s “Net EBITDA %” (actual Net



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EBITDA measured by
DDi Corp. divided by target Net EBITDA) exceeds 70% (seventy percent). The Target EBITDA Bonus for
each Participant shall be equal to the Participant’s maximum Target EBITDA Bonus multiplied by the
applicable “% Target EBITDA Bonus,” as per the table set forth on Appendix A attached
hereto. For purposes of the Bonus Program, Net EBITDA shall not include the impact of
non-recurring charges or gains, consistent with the approach used for reporting “Adjusted EBITDA”
in DDi Corp.’s quarterly earnings releases. A Participant shall not be eligible to receive a
Target EBITDA Bonus if the Participant fails to achieve at least 50% (fifty percent) of his or her
personal performance goals for calendar year 2007.



     (c) Target Performance Bonuses. Participants shall be eligible to receive a Target
Performance Bonus only to the extent that the Net EBITDA % exceeds 50% (fifty percent). The Target
Performance Bonus for each Participant shall be equal to the Participant’s maximum Target
Performance Bonus multiplied by (i) the Participant’s Performance Percent Complete multiplied by
(ii) the applicable % Target Performance Bonus as per the table set forth on Appendix A
attached hereto.



     (d) Committee Discretion. The Compensation Committee shall have the sole discretion
and authority to make further adjustments to the Company’s Net EBITDA which will be used to
calculate the Bonuses under the Bonus Program to take into account, as well as to disregard, any
events that the Compensation Committee considers extraordinary. The Compensation Committee shall
have discretion to grant discretionary bonuses to Participants in the event that the Company
achieves Net EBIDTA of more than 120% or more of the Company’s Net EBITDA objective. The
Compensation Committee shall also have discretion to grant discretionary bonuses to Participants
based upon individual performance or the occurrence of events that the Compensation Committee
considers extraordinary.



     (e) Form and Time of Payment. The Bonus payable to a Participant hereunder shall be
paid as soon as administratively practicable following the completion of the audit of the Company’s
2007 financial statements by the Company’s independent registered public accounting firm, but in no
event shall such Distribution Date be later than March 31, 2008. The payment of each bonus shall be
subject to the Company’s collection of all applicable federal, state and local income and
employment withholding taxes, as and when those taxes become due and payable.



     (f) Satisfactory Performance Required. The Bonus is contingent on satisfactory
service through the Distribution Date (except as otherwise expressly set forth in section 4(c),
below) and on terms and conditions specified herein. Notwithstanding any provisions of the Bonus
Program to the contrary, the Company retains the right to reduce, eliminate or otherwise modify the
Bonus for any Participant if at any time during calendar year ended December 31, 2007 (the “Bonus
Period”), senior management of Dynamic Details, in their sole judgment, determines that such
Participant’s performance is substandard.



     (g) Corporate Transactions and Change of Control. The obligations of the Bonus
Program shall be binding on any employer that acquires, through a stock purchase or merger, or
through an asset purchase, or otherwise, part or all of DDi Corp. or an employer following a



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Change
of Control. A “Change of Control” means (i) the acquisition of 50% or more of each class of the
outstanding shares of the Company by a third party which is not a member of a “Controlled Group”
(within the meaning of the Internal Revenue Code) including DDi Corp. (ii) a merger, consolidation
or other reorganization of DDi Corp. (other than reincorporation), if after giving effect to such
merger, consolidation, or other reorganization, the shareholders of DDi Corp. immediately prior to
such merger, consolidation, or other reorganization do not represent a majority in interest of the
holders of voting securities (on a fully diluted basis) with the ordinary power to elect directors
of the surviving entity after such merger, consolidation or other reorganization; or (iii) the sale
of all or substantially all of the assets of the DDi Corp. to a third party who is not a member of
a Controlled Group (within the meaning of the Internal Revenue Code) including DDi Corp.


4. Termination of Participation




     (a) Events. A Participant’s participation in the Bonus Program shall automatically
terminate, without notice to or consent by such Participant, upon the first to occur of the
following events with respect to such Participant:




	 	(i)	 	Involuntary termination of employment;
	 
	 	(ii)	 	Voluntary Resignation;
	 
	 	(iii)	 	Death; or
	 
	 	(iv)	 	Disability.





     (b) Effect of Termination For Cause or Resignation without Good Reason. In the event
that, prior to the Distribution Date, a Participant’s employment is terminated by the Company for
Cause or a Participant voluntarily terminates employment with the Company other than for Good
Reason, the Participant shall forfeit his or her entire right to any Bonus hereunder.



     (c) Effect of Other Events; Pro Rata Payments. Pro rata payments will be made only in
the following circumstances and calculated in the manner specified herein:



          (i) Termination by the Company for reasons other than Cause, Termination because of Death or
Disability, or Resignation For Good Reason.




     In the event a Participant’s employment is terminated prior to the Distribution Date for any
reason other than Cause, by death or Disability or in the event that a Participant resigns for Good
Reason, the Participant shall be entitled to receive a pro-rata amount of the portion of the Bonus
calculated as the product of the Bonus (as determined pursuant to section 3.a above) multiplied by
a fraction, the numerator equal to the number days from January 1, 2007 through
the termination date of Participant’s employment with the Company, and the denominator being
365.



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     In addition, the Company, in consultation with (and upon approval by) the Compensation
Committee, shall review the payments to be made to Participants who are terminated due to death or
Disability, and when appropriate, may award the full amount of the Bonus to such Participants
giving full consideration to the value contributed both before and during the Bonus Period.



          (ii) Employees on Leave. If a Participant is on an approved leave of absence during the Bonus
Period, he or she will receive a pro rata Bonus based on the time actually worked during the Bonus
Period, as calculated by senior management of DDi Corp. in its reasonable discretion and approved
by the Compensation Committee.




          (iii) Promoted Employees. Participants who are hired or promoted to replace Participants
participating in the Bonus Program who voluntarily terminated their own employment or who were
terminated for Cause (as defined below) may be selected for participation and eligible for payments
under the Bonus Program on a pro-rata basis, at the sole discretion of the Compensation Committee,
if an officer of DDi Corp. (as such term is defined under the Securities Exchange Act of 1934, as
amended), and in all other cases by the senior management of DDi Corp.




     (d) Definitions. For purposes of the Bonus Program, the following terms shall have the
following meaning:



          (i) “Cause”, with respect to any Participant (including those with Employment Agreements)
shall be defined as the Participant’s:





	 	(A)	 	willful refusal to perform, in any material respect, his or her
duties or responsibilities for the Company;
	 
	 	(B)	 	material breach of his or her duties or responsibilities to the
Company;
	 
	 	(C)	 	gross negligence or willful disregard in the performance of his
or her duties or responsibilities;
	 
	 	(D)	 	willful disregard, in any material respect, of any financial or
other budgetary limitations established in good faith by the Board of Directors
of the Company, if continuing after written notice;
	 
	 	(E)	 	engaging in conduct that causes material and demonstrable
injury, monetarily or otherwise, to the Company, including, but not limited to,
misappropriation or conversion of the Company’s assets; or
	 
	 	(F)	 	conviction of or entry of a plea of nolo contendere to a
felony.





          (ii) “Disability” means a physical or mental condition that renders the Participant unable to
perform the essential functions of his or her job with or without a reasonable accommodation for a
period of 180 consecutive days or more.

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          (iii) “Good Reason” with respect to any Participant shall mean the occurrence of one or more
of the following with respect to such Participant: (i) a material reduction in compensation or
benefits (provided, however, that a reduction in salary that is both (x) made part of a
company-wide salary reduction and (y) no greater than fifteen percent of Participant’s annual base
salary, shall be deemed to be immaterial); (ii) involuntary relocation of primary work location
more than 50 miles from the current location; and/or (iii) any other event so defined in any
applicable employment agreement.



5. Binding Authority. Subject to the review and approval of the Board of Directors of DDi
Corp. or the Compensation Committee provided herein, the decisions of senior management of DDi
Corp., or their duly authorized delegate, shall be final and conclusive for all purposes of the
Bonus Program and shall not be subject to any appeal or review.



6. Source of Payments. Bonus Payments will be paid in cash from the general consolidated
funds of DDi Corp. No separate fund will be established.



7. Amendment or Termination. The Bonus Program may be amended, modified, suspended or
terminated by the Board of Directors of DDi Corp. or the Compensation Committee at any time and
without notice to or the consent of Participants.



8. Severability. If any term or condition of the Bonus Program shall be invalid or
unenforceable, the remainder of the Bonus Program shall not be affected thereby and shall continue
in effect and application to the fullest extent permitted by law.



9. No Employment Rights. Neither the establishment nor the terms of the Bonus Program
shall be held or construed to confer upon any employee the right to a continuation of employment by
the Company, nor constitute a contract of employment, express or implied. Subject to any
applicable employment agreement, the Company reserves the right to dismiss or otherwise deal with
any employee, including the Participants, to the same extent as though the Bonus Program had not
been adopted. Nothing in the Bonus Program is intended to alter the “AT-WILL” status of
Participants, it being understood that, except to the extent otherwise expressly set forth to the
contrary in a written employment agreement, the employment of any Participant can be terminated at
any time by either the Company or the employee with or without notice, with or without cause.



10. Transferability of Rights. The Company shall have the right to transfer its
obligations under the Bonus Program, with respect to one or more Participants, to any person,
including any purchaser of all or any part of the Company’s business. No Participant or spouse
shall have any right to commute, encumber, transfer or otherwise dispose of or alienate any present
or future right or expectancy which the Participant may have at any time to receive payments of
benefits hereunder, which benefits and the rights thereto are expressly declared to be
nonassignable and nontransferable, except to the extent required by law. Any attempt by a
Participant to transfer or
assign a benefit or any rights granted hereunder shall (after consideration of such facts as the
Company deems pertinent) be grounds for terminating any rights of the Participant to any portion of
the Bonus Program benefits not previously paid.

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11. Governing Law. The Bonus Program shall be construed, administered and enforced
according to the laws of the State of California.





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Appendix A




Target EBITDA Bonus Percentage




	 	 	 	 	 
	Net EBITDA %	 	% of Target EBITDA Bonus
	< 70%
	 	 	0	%
	3 70%, but < 75%
	 	 	0.0	%
	3 75%, but < 80%
	 	 	35.0	%
	3 80%, but < 85%
	 	 	47.5	%
	3 85%, but < 90%
	 	 	65.0	%
	3 90%, but < 95%
	 	 	75.0	%
	3 95%, but < 100%
	 	 	85.0	%
	3 100%, but <105%
	 	 	100	%
	3 105%, but <110%
	 	 	115.0	%
	3 110%, but <120%
	 	 	125.0	%
	3 120%
	 	 	200	%






Target Bonus Performance Percentage




	 	 	 	 	 
	Net EBITDA %	 	% of Target Performance Bonus
	< 50%
	 	 	0	%
	3 50%, but < 60%
	 	 	50	%
	3 60%, but < 70%
	 	 	75	%
	3 70%
	 	 	100	%







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