Employee Stock Purchase Plan



 Exhibit 10.1 
 MERIX CORPORATION 
 2007 EMPLOYEE STOCK PURCHASE PLAN 
 The Merix Corporation 2007 Employee Stock Purchase Plan is comprised of two subplans as set forth below: the Merix Corporation U.S. Employee Stock
Purchase Plan and the Merix Corporation International Employee Stock Purchase Plan. 
 A total of 750,000 shares of the Common Stock of Merix
Corporation are reserved for sale and authorized for issuance pursuant to the Merix Corporation 2007 Employee Stock Purchase Plan comprised of the Merix Corporation U.S. Employee Stock Purchase Plan and the Merix Corporation International Employee
Stock Purchase Plan. Such number of shares is subject to adjustment as set forth in Section 9 of each subplan. Shares of Common Stock to be issued under the Plan shall be authorized and unissued shares. 
  

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 MERIX CORPORATION 
 U.S. EMPLOYEE STOCK PURCHASE PLAN 
 SECTION 1. PURPOSE 
 The purpose of this Plan is to provide employees of the Company and its Designated Subsidiaries with an opportunity to purchase Common Stock of the
Company. It is the intention of the Company to have the Plan qualify as an “employee stock purchase plan” under section 423 of the Code. The provisions of this Plan, accordingly, shall be construed so as to extend and limit participation
in a manner consistent with the requirements of that section of the Code. 
 SECTION 2.    DEFINITIONS 

Certain terms used in this Plan have the meanings set forth in Appendix A. 
 SECTION 3.    ELIGIBILITY REQUIREMENTS 
  

	3.1	Initial Eligibility 

 Except as provided in
Section 3.2, each Employee shall become eligible to participate in the Plan in accordance with Section 4 on the first Enrollment Date on or following the later of (a) the Employee’s first day of employment; or (b) the
Effective Date. Participation in the Plan is entirely voluntary. 
  

	3.2	Limitations on Eligibility 

 The following Employees
are not eligible to participate in the Plan: 
 (a) Employees whose customary employment is twenty-four (24) hours or less per week; and

 (b) Employees who, immediately upon purchasing Shares under the Plan, would own directly or indirectly, an aggregate of five percent
(5%) or more of the total combined voting power or value of all outstanding shares of all classes of stock of the Company or any Subsidiary (and for purposes of this paragraph, the rules of Section 424(d) of the Code shall apply, and stock
which the Employee may purchase under outstanding options shall be treated as stock owned by the Employee). 
 SECTION
4.    ENROLLMENT 
 Any Eligible Employee may enroll in the Plan for any Offering Period by completing and signing an
enrollment election form or by such other means as the Committee shall prescribe and submitting such enrollment election to the Company in accordance with procedures established by the Committee on or before the Cut-Off Date with respect to such
Offering Period. Unless otherwise determined by the Committee, the enrollment election and the designated rate of payroll deduction shall continue for future Offering Periods unless the Participant changes or cancels the enrollment election or
designated rate of payroll deduction prior to the Cut-Off Date. 
 SECTION 5.    GRANT OF OPTIONS ON ENROLLMENT 

  

	5.1	Option Grant 

 Enrollment by an Eligible Employee in
the Plan as of an Enrollment Date will constitute the grant by the Company to such Participant of an option on such Enrollment Date to purchase Shares from the Company pursuant to the Plan. 
  

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	5.2	Option Expiration 

 An option granted to a
Participant pursuant to this Plan shall expire, if not terminated for any reason first, on the earliest to occur of: (a) the end of the Offering Period in which such option was granted; (b) the completion of the purchase of Shares under
the option under Section 7; or (c) the date on which participation of such Participant in the Plan terminates for any reason. 
  

	5.3	Purchase of Shares 

 An option granted to a
Participant under the Plan shall give the Participant a right to purchase on a Purchase Date the largest number of whole Shares, as determined by the Committee, which the funds accumulated in the Participant’s Account as of such Purchase Date
will purchase at the applicable Purchase Price; provided, however, that the Committee may, in its discretion, limit the number of Shares purchased by each Participant in any Purchase Period. 
 Notwithstanding anything to the contrary herein, to the extent required by Section 423 of the Code, no Employee shall be granted an option under the
Plan (or any other plan of the Company or a Subsidiary intended to qualify under Section 423 of the Code) which would permit the Employee to purchase Shares under the Plan (and such other plan) in any calendar year with a Fair Market Value
(determined at the time such option is granted) in excess of $25,000 and any payments made by a Participant in excess of this limitation shall be returned to the Participant in accordance with procedures established by the Committee. 
 SECTION 6.    PAYMENT 
 The Committee may designate the time and manner for payment of Shares to be purchased during the Purchase Period, including, but not limited to, through payroll deductions from Eligible Compensation, the terms and conditions of which are
designated by the Committee. Payment amounts shall be credited on a bookkeeping basis to a Participant’s Account under this Plan. All payment amounts may be used by the Company for any purpose and the Company shall have no obligation to
segregate such funds. No interest accrues on payments by Participants. 
 SECTION 7.    PURCHASE OF SHARES

  

	7.1	Option Exercise 

 Any option held by the Participant
which was granted under this Plan and which remains outstanding as of a Purchase Date shall be deemed to have been exercised on such Purchase Date for the number of whole Shares, as determined by the Committee, which the funds accumulated in the
Participant’s Account as of the Purchase Date will purchase at the applicable Purchase Price (but not in excess of the number of Shares for which options have been granted to the Participant pursuant to Section 5.3). Options for other
Shares for which options have been granted which are not purchased on the last Purchase Date during the Offering Period shall terminate. Shares shall not be issued with respect to an option unless the exercise of such option and the issuance and
delivery of such Shares pursuant thereto shall comply with all applicable provisions of law, domestic or foreign, including, without limitation, the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, the rules and
regulations promulgated thereunder, and the requirements of any stock exchange upon which the Shares may then be listed. As a condition to the exercise of an option, the Committee may require the person exercising such option to represent and
warrant at the time of any such exercise that the Shares are being purchased only for investment and without any present intention to sell or distribute such Shares. 
  

	7.2	Refund of Excess Amount 

 If, after a
Participant’s exercise of an option under Section 7.1, an amount remains credited to the Participant’s Account as of a Purchase Date, then the remaining amount shall be (a) if no further Purchase 

  

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Periods are immediately contemplated by the Committee, distributed to the Participant as soon as administratively feasible, or (b) if another Purchase
Period is contemplated by the Committee, carried forward in the Account for application to the purchase of Shares on the next following Purchase Date. 
  

	7.3	Employees of Subsidiary 

 In the case of
Participants employed by a Designated Subsidiary, the Committee may provide for Shares to be sold through the Subsidiary to such Participants, to the extent consistent with Section 423 of the Code. 
  

	7.4	Pro Rata Allocation 

 If the total number of Shares
for which options are or could be exercised on any Purchase Date in accordance with this Section 7, when aggregated with all Shares for which options have been previously exercised under this Plan, exceeds the maximum number of Shares reserved
in Section 12, the Company may, in accordance with Section 12, allocate the Shares available for delivery and distribution in the ratio that the balance in each Participant’s Account bears to the aggregate balances of all
Participants’ Accounts, and the remaining balance of the amount credited to the Account of each Participant under the Plan shall be returned to him or her as promptly as possible. 
  

	7.5	Notice of Disposition 

 If a Participant or former
Participant sells, transfers, or otherwise makes a disposition of Shares purchased pursuant to an option granted under the Plan if such Participant or former Participant is subject to United States federal income tax, then such Participant or former
Participant shall notify the Company or the Employer in writing of such sale, transfer or other disposition within ten (10) days of the consummation of such sale, transfer, or other disposition. Without limitation on the Participant or former
Participant’s ability to sell, transfer or otherwise make a disposition of Shares and without limitation on Section 11.2, Participants and former Participants must maintain any Shares purchased pursuant to an option granted under the Plan
within two (2) years after the date such option is granted or within one (1) year after the date such Shares were transferred to the Participant at the broker designated by the Committee, unless the Committee determines otherwise.

 SECTION 8.    WITHDRAWAL FROM THE PLAN, 
 TERMINATION OF EMPLOYMENT, AND LEAVE OF ABSENCE 
  

	8.1	Withdrawal From the Plan 

 A Participant may
withdraw all funds accumulated in the Participant’s Account from the Plan during any Purchase Period by delivering a notice of withdrawal to the Company or the Employer (in a manner prescribed by the Committee) at any time up to but not
including the thirty (30) days prior to the Purchase Date next following the date such notice of withdrawal is delivered, or at such shorter time in advance of such Purchase Date as the Committee may permit. If notice of complete withdrawal as
described in the preceding sentence is timely received, all funds then accumulated in the Participant’s Account shall not be used to purchase Shares, but shall instead be distributed to the Participant as soon as administratively feasible and
the Company or the Employer will cease the Participant’s payroll withholding for the Plan in accordance with timing and other procedures established by the Committee. An Employee who has withdrawn during a Purchase Period may not return funds
to the Company or the Employer during the same Purchase Period and require the Company or the Employer to apply those funds to the purchase of Shares. Any Eligible Employee who has withdrawn from the Plan may, however, re-enroll in the Plan on the
next subsequent Enrollment Date, if any. 
  

	8.2	Termination of Participation 

 Participation in the
Plan terminates immediately following the end of the Purchase Period during which a Participant ceases to be employed by the Company or the Employer for any reason whatsoever or otherwise 

  

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ceases to be an Eligible Employee. Notwithstanding the preceding sentence, such Participant may elect to withdraw from the Plan in accordance with
Section 8.1 and the procedures prescribed by the Committee. 
  

	8.3	Leaves of Absence 

 If a Participant takes a leave
of absence, such Participant shall have the right, in accordance with procedures prescribed by the Committee, to elect to withdraw from the Plan in accordance with Section 8.1. To the extent determined by the Committee or required by
Section 423 of the Code, certain leaves of absence may be treated as cessations of employment for purposes of the Plan. 
 SECTION
9.    ADJUSTMENTS UPON CHANGES IN CAPITALIZATION, 
 DISSOLUTION, LIQUIDATION, MERGER OR ASSET SALE 

 

	9.1	Adjustments Upon Changes in Capitalization 

 Subject
to any required action by the shareholders of the Company, the right to purchase Shares of Common Stock covered by a current Offering Period and the number of Shares which have been authorized for issuance under the Plan for any future Offering
Period, the maximum number of Shares each Participant may purchase each Offering Period (pursuant to Section 5.3 hereof), as well as the price per Share and the number of Shares covered by each right under the Plan which have not yet been
purchased shall be proportionately adjusted in the sole discretion of the Committee for any increase or decrease in the number of issued Shares resulting from a stock split, reverse stock split, stock dividend, extraordinary cash dividend,
combination or reclassification of the Common Stock, or recapitalization, reorganization, consolidation, split-up, spin-off, or any other increase or decrease in the number of Shares effected without receipt of consideration by the Company. Except
as expressly provided otherwise by the Committee, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect
to, the number or price of Shares. 
  

	9.2	Adjustment Upon Dissolution, Liquidation, Merger or Asset Sale 

 Without limitation on the preceding provisions, in the event of any dissolution, liquidation, merger, consolidation, sale of all or substantially all of the Company’s outstanding voting securities, sales, lease,
exchange or other transfer of all or substantially all of the Company’s assets, or any similar transaction as determined by the Committee in its sole discretion, the Committee may make such adjustment it deems appropriate to prevent dilution or
enlargement of rights in the number and class of Shares which may be delivered under Section 12, in the number, class of or price of Shares available for purchase under the Plan and in the number of Shares which a Participant is entitled to
purchase and any other adjustments it deems appropriate. Without limiting the Committee’s authority under this Plan, in the event of any such transaction, the Committee may elect to have the options hereunder assumed or such options substituted
by a successor entity, to terminate all outstanding options either prior to their expiration or upon completion of the purchase of Shares on the next Purchase Date, to shorten the Offering Period by setting a new Purchase Date, or to take such other
action deemed appropriate by the Committee. 
 SECTION 10.    DESIGNATION OF BENEFICIARY 
 Each Participant under the Plan may, from time to time, name any beneficiary or beneficiaries (who may be named contingently or successively) to whom the
amount in his or her Account is to be paid in case of his or her death before he or she receives any or all of such benefit. Each such designation shall revoke all prior designations by the same Participant, shall be in a form prescribed by the
Committee, and will be effective only when filed by the Participant in writing with the Committee during the Participant’s lifetime. In the absence of any such designation, any Account balance remaining unpaid at the Participant’s death
shall be paid to the Participant’s estate. 
  

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 SECTION 11.    ADMINISTRATION 
  

	11.1	Administration by Committee 

 The Plan shall be
administered by the Committee. The Committee shall have the authority to delegate duties to officers, directors or employees of the Company. 
  

	11.2	Authority of Committee 

 The Committee shall have
the full and exclusive discretionary authority to construe and interpret the Plan and options granted under it; to establish, amend, and revoke rules and regulations for administration of the Plan (including, without limitation, the determination
and change of Offering Periods, Purchase Periods and payment procedures, the requirement that Shares be held by a specified broker, and the establishment of the exchange ratio applicable to amounts withheld in a currency other than U.S. dollars); to
determine all questions of eligibility, disputed claims and policy that may arise in the administration of the Plan; to make any changes to the Plan or its operations to reduce or eliminate any unfavorable legal, accounting or other consequences to
the extent deemed appropriate by the Committee; and, generally, to exercise such powers and perform such acts as the Committee deems necessary or expedient to promote the best interests of the Company, including, but not limited to, designating from
time to time which Subsidiaries of the Company shall be part of the Employer. The Committee’s determinations as to the interpretation and operation of this Plan shall be final and conclusive and each action of the Committee shall be binding on
all persons. 
 In exercising the powers described in the foregoing paragraph, the Committee may adopt special or different rules for the
operation of the Plan including, but not limited to, rules which allow employees of any foreign Subsidiary to participate in, and enjoy the tax benefits offered by, the Plan; provided that such rules shall not result in any grantees of options
having different rights and/or privileges under the Plan in violation of Section 423 of the Code nor otherwise cause the Plan to fail to satisfy the requirements of Section 423 of the Code and the regulations thereunder. 
  

	11.3	Administrative Modifications 

 The Plan provisions
relating to the administration of the Plan may be modified by the Committee from time to time as may be desirable to satisfy any requirements of or under the federal securities and/or other applicable laws of the United States, to obtain any
exemption under such laws, or to reduce or eliminate any unfavorable legal, accounting or other consequences or for any other purpose deemed appropriate by the Committee. 
 SECTION 12.    NUMBER OF SHARES 
 Subject to adjustment as set forth in
Section 9,750,000 Shares are reserved for sale and authorized for issuance pursuant to the Merix Corporation 2007 Employee Stock Purchase Plan, and therefore, the number of Shares authorized for issuance pursuant to the Plan is 750,000 Shares
less the number of Shares issued pursuant to the Merix Corporation International Employee Stock Purchase Plan. If any option granted under the Plan shall for any reason terminate without having been exercised, the Shares not purchased under such
option shall again become available for the Merix Corporation 2007 Employee Stock Purchase Plan. If on a given Purchase Date, the number of Shares with respect to which options are to be exercised exceeds the number of Shares then available under
the Plan, the Committee shall make a pro rata allocation of the Shares remaining available for purchase in as uniform a manner as shall be practical and as it shall determine to be equitable. 
 SECTION 13.    MISCELLANEOUS 
  

	13.1	Restrictions on Transfer 

 Options granted under the
Plan to a Participant may not be exercised during the Participant’s lifetime other than by the Participant. Neither amounts credited to a Participant’s Account nor any rights with respect to the 

  

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exercise of an option or to receive stock under the Plan may be assigned, transferred, pledged, or otherwise disposed of in any way by the Participant other
than by will or the laws of descent and distribution. Any such attempted assignment, transfer, pledge, or other disposition shall be without effect, except that the Company may treat such act as an election to withdraw from the Plan in accordance
with Section 8.1. 
  

	13.2	Administrative Assistance 

 If the Committee in its
discretion so elects, it may retain a brokerage firm, bank, or other financial institution to assist in the purchase of Shares, delivery of reports, or other administrative aspects of the Plan. If the Committee so elects, each Participant shall
(unless prohibited by applicable law) be deemed upon enrollment in the Plan to have authorized the establishment of an account on his or her behalf at such institution. Shares purchased by a Participant under the Plan shall be held in the Account in
the Participant’s name, or if the Participant so indicates in the enrollment form, in the Participant’s name together with the name of his or her spouse in joint tenancy with right of survivorship or spousal community property, or in
certain forms of trust approved by the Committee. 
  

	13.3	Treatment of Non-U.S. Participants 

 Participants
who are employed by non-U.S. Designated Subsidiaries, who are paid in foreign currency, and who contribute foreign currency to the Plan through contributions or payroll deductions will have such contributions converted to U.S. dollars. The exchange
rate and method for such conversion will be determined as prescribed by the Committee. In no event will any procedure implemented for dealing with exchange rate fluctuations that may occur during an Offering Period result in a purchase price below
the Purchase Date Price permitted under the Plan. Each Participant shall bear the risk of any currency exchange fluctuations (if applicable) between the date on which any Participant contributions are converted to U.S. dollars and the following
Purchase Date. 
  

	13.4	Withholding 

 The Company or any Employer shall have
the power and the right to deduct or withhold, or require a Participant to remit to the Company or any member of the Employer, an amount sufficient to satisfy federal, state and local taxes, domestic or foreign, required by law or regulation to be
withheld with respect to any taxable event arising as a result of this Plan. 
  

	13.5	Equal Rights and Privileges 

 All Eligible Employees
shall have equal rights and privileges with respect to the Plan so that the Plan qualifies as an “employee stock purchase plan” within the meaning of Section 423 or any successor provision of the Code and the related regulations.
Notwithstanding the express terms of the Plan, any provision of the Plan which is inconsistent with Section 423 or any successor provision of the Code shall without further act or amendment by the Company or the Committee be reformed to comply
with the requirements of Section 423 of the Code. This Section 13.5 shall take precedence over all other provisions in the Plan. 
  

	13.6	Applicable Law 

 The Plan shall be governed by the
substantive laws (excluding the conflict of laws rules) of the State of Oregon. 
  

	13.7	Amendment and Termination 

 The Board may amend,
alter, or terminate the Plan at any time; provided, however, that (1) the Plan may not be amended in a way which will cause rights issued under the Plan to fail to meet the requirements of Section 423 of the Code; and (2) no amendment
which would amend or modify the Plan in a manner requiring 

  

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stockholder approval under Section 423 of the Code or the requirements of any securities exchange on which the Shares are traded shall be effective
unless such stockholder approval is obtained. In addition, the Committee may amend the Plan as provided in Section 11.3, subject to the conditions set forth in this Section 13.7. 
 If the Plan is terminated, the Committee may elect to terminate all outstanding options either prior to their expiration or upon completion of the
purchase of Shares on the next Purchase Date, or may elect to permit options to expire in accordance with their terms (and participation to continue through such expiration dates). If the options are terminated prior to expiration, all funds
accumulated in Participants’ Accounts as of the date the options are terminated shall be returned to the Participants as soon as administratively feasible. 
  

	13.8	No Right of Employment 

 Neither the grant nor the
exercise of any rights to purchase Shares under this Plan nor anything in this Plan shall impose upon the Company or a member of the Employer any obligation to employ or continue to employ any Employee. The right of the Company or a member of the
Employer to terminate any Employee shall not be diminished or affected because any rights to purchase Shares have been granted to such Employee. 
  

	13.9	Rights as Shareholder 

 No Participant shall have
any rights as shareholder unless and until Shares have been issued to him or her. 
  

	13.10	Governmental Regulation 

 The Company’s
obligation to sell and deliver Shares under this Plan is subject to the approval of any governmental authority required in connection with the authorization, issuance, or sale of such Shares. 
  

	13.11	Gender 

 When used herein, masculine terms shall be
deemed to include the feminine, except when the context indicates to the contrary. 
  

	13.12	Condition for Participation 

 As a condition to
participation in the Plan, Eligible Employees agree to be bound by the terms of the Plan (including, without limitation, the notification and holding requirements of Section 7.5) and the determinations of the Committee. 
  

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 DEFINITIONS 
 As used in the Plan, 
 “Account” means a recordkeeping account maintained for a Participant
to which Participant contributions and payroll deductions, if applicable, shall be credited. 
 “Board” means the Board of
Directors of the Company. 
 “Code” means the Internal Revenue Code of 1986, as amended. 
 “Committee” means the Human Resources and Compensation Committee or any other committee appointed by the Board. 
 “Common Stock” means the Common Stock, no par value, of the Company. 
 “Company” means Merix Corporation, an Oregon corporation. 
 “Cut-Off Date” means the date established by the Committee from time to time by which enrollment forms must be received prior to an Enrollment Date. 
 “Designated Subsidiary” means any Subsidiary which has been designated by the Committee from time to time in its sole discretion as
eligible to participate in the Plan and which has adopted the Plan with the approval of the Committee in its sole and absolute discretion. 
 “Eligible Compensation” means all gross earnings, including such amounts of gross earnings as are deferred by an Eligible Employee (a) under a qualified cash or deferred arrangement described in Section 401(k) of
the Code or (b) to a plan qualified under Section 125 of the Code. 
 “Eligible Employee” means an Employee
eligible to participate in the Plan in accordance with Section 3. 
 “Effective Date” means the date the shareholders
of the Company approve the Merix Corporation 2007 Employee Stock Purchase Plan. 
 “Employee” means any individual who is an
employee of the Employer for tax purposes. 
 “Employer” means the Company or any Designated Subsidiary of the Company by
which an Employee is employed. 
 “Enrollment Date” means the first Trading Day of an Offering Period. 
 “Exchange Act” means the Securities Exchange Act of 1934, as amended. 
 “Fair Market Value” means, as of any date, the closing sales price for the Common Stock on any given date during regular trading, or if
not trading on that date, such price on the last preceding date on which the Common Stock was traded, unless determined otherwise by the Committee using such methods or procedures as it may establish. 
 “Grant Date” means a date on which an Eligible Employee is granted an option under the Plan pursuant to Section 5. 
 “Grant Price” means the Fair Market Value of a Share on the Grant Date for such option. 
  

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 “Offering Period” means the period beginning on the Effective Date and ending on the
date designated by the Committee and each period, if any, thereafter designated by the Committee; provided, that each period shall in no event end later than twenty-seven (27) months from the Grant Date. The Offering Period may but need not be
the same as the Purchase Period, as determined by the Committee. 
 “Participant” means an Eligible Employee who has
enrolled in the Plan pursuant to Section 4. 
 “Plan” means this Merix Corporation U.S. Employee Stock Purchase Plan.

 “Purchase Date” with respect to a Purchase Period means the last Trading Day in such Purchase Period. 
 “Purchase Date Price” means the Fair Market Value of a Share on the applicable Purchase Date. 
 “Purchase Period” means the period beginning on the Effective Date and ending on the date designated by the Committee and each period,
if any, thereafter designated by the Committee; provided, that each period shall, in no event end later than twenty-seven (27) months from the Grant Date. 
 “Purchase Price” means the price designated by the Committee, at which each Share may be purchased under any option, but in no event less than eighty-five percent (85%) of the lesser of:

  

	 	(1)	The Grant Price and 

  

	 	(2)	The Purchase Date Price. 

 “Shares” means
shares of the Company’s Common Stock. 
 “Subsidiary” means a corporation, domestic or foreign, of which not less than
50% of the combined voting power is held by the Company or a Subsidiary, whether or not such corporation now exists or is hereafter organized or acquired by the Company or a Subsidiary. 
 “Trading Day” means a day on which the New York Stock Exchange, the NASDAQ stock market or other alternative exchange or service on
which the Common Stock is traded, listed or quoted is open for trading. 
  

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 MERIX CORPORATION 
 INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN 
 SECTION 1.    PURPOSE

 The purpose of this Plan is to provide employees of the Company and its Designated Subsidiaries with an opportunity to purchase Common
Stock of the Company. 
 SECTION 2.    DEFINITIONS 
 Certain terms used in this Plan have the meanings set forth in Appendix A. 
 SECTION 3.    ELIGIBILITY REQUIREMENTS 
  

	3.1	Initial Eligibility 

 Except as provided in
Section 3.2, each Employee shall become eligible to participate in the Plan in accordance with Section 4 on the first Enrollment Date on or following the later of (a) the Employee’s first day of employment; or (b) the
Effective Date. Participation in the Plan is entirely voluntary. 
  

	3.2	Limitations on Eligibility 

 Unless otherwise
determined appropriate by the Committee, Employees whose customary employment is twenty-four (24) hours or less per week are not eligible to participate in the Plan. 
 SECTION 4.    ENROLLMENT 
 Any Eligible Employee may enroll in the Plan for any
Offering Period by completing and signing an enrollment election form or by such other means as the Committee shall prescribe and submitting such enrollment election to the Company in accordance with procedures established by the Committee on or
before the Cut-Off Date with respect to such Offering Period. Unless otherwise determined by the Committee, the enrollment election and the designated rate of payroll deduction shall continue for future Offering Periods unless the Participant
changes or cancels the enrollment election or designated rate of payroll deduction prior to the Cut-Off Date. 
 SECTION
5.    GRANT OF OPTIONS ON ENROLLMENT 
  

	5.1	Option Grant 

 Enrollment by an Eligible Employee in
the Plan as of an Enrollment Date will constitute the grant by the Company to such Participant of an option on such Enrollment Date to purchase Shares from the Company pursuant to the Plan. 
  

	5.2	Option Expiration 

 An option granted to a
Participant pursuant to this Plan shall expire, if not terminated for any reason first, on the earliest to occur of: (a) the end of the Offering Period in which such option was granted; (b) the completion of the purchase of Shares under
the option under Section 7; or (c) the date on which participation of such Participant in the Plan terminates for any reason. 
  

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	5.3	Purchase of Shares 

 An option granted to a
Participant under the Plan shall give the Participant a right to purchase on a Purchase Date the largest number of whole Shares, as determined by the Committee, which the funds accumulated in the Participant’s Account as of such Purchase Date
will purchase at the applicable Purchase Price; provided, however, that the Committee may, in its discretion, limit the number of Shares purchased by each Participant in any Purchase Period. 
 SECTION 6.    PAYMENT 
 The Committee may designate the time
and manner for payment of Shares to be purchased during the Purchase Period, including, but not limited to, through payroll deductions from Compensation, the terms and conditions of which are designated by the Committee. Payment amounts shall be
credited on a bookkeeping basis to a Participant’s Account under this Plan. All payment amounts may be used by the Company for any purpose and the Company shall have no obligation to segregate such funds. No interest accrues on payments by
Participants. 
 SECTION 7.    PURCHASE OF SHARES 
  

	7.1	Option Exercise 

 Any option held by the Participant
which was granted under this Plan and which remains outstanding as of a Purchase Date shall be deemed to have been exercised on such Purchase Date for the number of whole Shares, as determined by the Committee, which the funds accumulated in the
Participant’s Account as of the Purchase Date will purchase at the applicable Purchase Price (but not in excess of the number of Shares for which options have been granted to the Participant pursuant to Section 5.3). Options for other
Shares for which options have been granted which are not purchased on the last Purchase Date during the Offering Period shall terminate. Shares shall not be issued with respect to an option unless the exercise of such option and the issuance and
delivery of such Shares pursuant thereto shall comply with all applicable provisions of law, domestic or foreign, including, without limitation, the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, the rules and
regulations promulgated thereunder, and the requirements of any stock exchange upon which the Shares may then be listed. As a condition to the exercise of an option, the Committee may require the person exercising such option to represent and
warrant at the time of any such exercise that the Shares are being purchased only for investment and without any present intention to sell or distribute such Shares. 
  

	7.2	Refund of Excess Amount 

 If, after a
Participant’s exercise of an option under Section 7.1, an amount remains credited to the Participant’s Account as of a Purchase Date, then the remaining amount shall be (a) if no further Purchase Periods are immediately
contemplated by the Committee, distributed to the Participant as soon as administratively feasible, or (b) if another Purchase Period is contemplated by the Committee, carried forward in the Account for application to the purchase of Shares on
the next following Purchase Date. 
  

	7.3	Employees of Subsidiary 

 In the case of
Participants employed by a Designated Subsidiary, the Committee may provide for Shares to be sold through the Subsidiary to such Participants. 
  

	7.4	Pro Rata Allocation 

 If the total number of Shares
for which options are or could be exercised on any Purchase Date in accordance with this Section 7, when aggregated with all Shares for which options have been previously 

  

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exercised under this Plan, exceeds the maximum number of Shares reserved in Section 12, the Company may, in accordance with Section 12, allocate
the Shares available for delivery and distribution in the ratio that the balance in each Participant’s Account bears to the aggregate balances of all Participants’ Accounts, and the remaining balance of the amount credited to the Account
of each Participant under the Plan shall be returned to him or her as promptly as possible. 
 SECTION 8.    WITHDRAWAL
FROM THE PLAN, 
 TERMINATION OF EMPLOYMENT, AND LEAVE OF ABSENCE 
  

	8.1	Withdrawal From The Plan 

 A Participant may
withdraw all funds accumulated in the Participant’s Account from the Plan during any Purchase Period by delivering a notice of withdrawal to the Company or the Employer (in a manner prescribed by the Committee) at any time up to but not
including the thirty (30) days prior to the Purchase Date next following the date such notice of withdrawal is delivered, or at such shorter time in advance of such Purchase Date as the Committee may permit. If notice of complete withdrawal as
described in the preceding sentence is timely received, all funds then accumulated in the Participant’s Account shall not be used to purchase Shares, but shall instead be distributed to the Participant as soon as administratively feasible and
the Company or the Employer will cease the Participant’s payroll withholding for the Plan in accordance with timing and other procedures established by the Committee. An Employee who has withdrawn during a Purchase Period may not return funds
to the Company or the Employer during the same Purchase Period and require the Company or the Employer to apply those funds to the purchase of Shares. Any Eligible Employee who has withdrawn from the Plan may, however, re-enroll in the Plan on the
next subsequent Enrollment Date, if any. 
  

	8.2	Termination of Participation 

 Participation in the
Plan terminates immediately following the end of the Purchase Period during which a Participant ceases to be employed by the Company or the Employer for any reason whatsoever or otherwise ceases to be an Eligible Employee. Notwithstanding the
preceding sentence, such Participant may elect to withdraw from the Plan in accordance with Section 8.1 and the procedures prescribed by the Committee. 
  

	8.3	Leaves of Absence 

 If a Participant takes a leave
of absence, such Participant shall have the right, in accordance with procedures prescribed by the Committee, to elect to withdraw from the Plan in accordance with Section 8.1. To the extent determined by the Committee, certain leaves of
absence may be treated as cessations of employment for purposes of the Plan. 
 SECTION 9.    ADJUSTMENTS UPON CHANGES
IN CAPITALIZATION, 
 DISSOLUTION, LIQUIDATION, MERGER OR ASSET SALE 
  

	9.1	Adjustments Upon Changes in Capitalization 

 Subject
to any required action by the shareholders of the Company, the right to purchase Shares of Common Stock covered by a current Offering Period and the number of Shares which have been authorized for issuance under the Plan for any future Offering
Period, the maximum number of Shares each Participant may purchase each Offering Period (pursuant to Section 5.3 hereof), as well as the price per Share and the number of Shares covered by each right under the Plan which have not yet been
purchased shall be proportionately adjusted in the sole discretion of the Committee for any increase or decrease in the number of issued Shares resulting from a stock split, reverse stock split, stock dividend, extraordinary cash dividend,
combination or reclassification of the Common Stock, or recapitalization, reorganization, consolidation, split-up, spin-off, or any other increase or decrease in the number of Shares effected without receipt of consideration by the Company. Except
as expressly 

  

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provided otherwise by the Committee, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class,
shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of Shares. 
  

	9.2	Adjustments Upon Dissolution, Liquidation, Merger or Sale of Assets 

 Without limitation on the preceding provisions, in the event of any dissolution, liquidation, merger, consolidation, sale of all or substantially all of the Company’s outstanding voting securities, sales, lease,
exchange or other transfer of all or substantially all of the Company’s assets, or any similar transaction as determined by the Committee in its sole discretion, the Committee may make such adjustment it deems appropriate to prevent dilution or
enlargement of rights in the number and class of Shares which may be delivered under Section 12, in the number, class of or price of Shares available for purchase under the Plan and in the number of Shares which a Participant is entitled to
purchase and any other adjustments it deems appropriate. Without limiting the Committee’s authority under this Plan, in the event of any such transaction, the Committee may elect to have the options hereunder assumed or such options substituted
by a successor entity, to terminate all outstanding options either prior to their expiration or upon completion of the purchase of Shares on the next Purchase Date, to shorten the Offering Period by setting a new Purchase Date, or to take such other
action deemed appropriate by the Committee. 
 SECTION 10.    DESIGNATION OF BENEFICIARY 
 Each Participant under the Plan may, from time to time, name any beneficiary or beneficiaries (who may be named contingently or successively) to whom the
amount in his or her Account is to be paid in case of his or her death before he or she receives any or all of such benefit. Each such designation shall revoke all prior designations by the same Participant, shall be in a form prescribed by the
Committee, and will be effective only when filed by the Participant in writing with the Committee during the Participant’s lifetime. In the absence of any such designation, any Account balance remaining unpaid at the Participant’s death
shall be paid to the Participant’s estate. 
 SECTION 11.    ADMINISTRATION 
  

	11.1	Administration by Committee 

 The Plan shall be
administered by the Committee. The Committee shall have the authority to delegate duties to officers, directors or employees of the Company. 
  

	11.2	Authority of Committee 

 The Committee shall have
the full and exclusive discretionary authority to construe and interpret the Plan and options granted under it; to establish, amend, and revoke rules and regulations for administration of the Plan (including, without limitation, the determination
and change of Offering Periods, Purchase Periods and payment procedures, the requirement that Shares be held by a specified broker, and the establishment of the exchange ratio applicable to amounts withheld in a currency other than U.S. dollars); to
determine all questions of eligibility, disputed claims and policy that may arise in the administration of the Plan; to make any changes to the Plan or its operations to reduce or eliminate any unfavorable legal, accounting or other consequences to
the extent deemed appropriate by the Committee; and, generally, to exercise such powers and perform such acts as the Committee deems necessary or expedient to promote the best interests of the Company, including, but not limited to, designating from
time to time which Subsidiaries of the Company shall be part of the Employer. The Committee’s determinations as to the interpretation and operation of this Plan shall be final and conclusive and each action of the Committee shall be binding on
all persons. The Committee may adopt special or different rules for the operation of the Plan for different Participants, including, but not limited to, rules designed to accommodate the practices of the applicable jurisdiction. 
  

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	11.3	Administrative Modification 

 The Plan provisions
relating to the administration of the Plan may be modified by the Committee from time to time as may be desirable to satisfy any requirements of or under the securities or other applicable laws of the United States or other jurisdiction, to obtain
any exemption under such laws, or to reduce or eliminate any unfavorable legal, accounting or other consequences or for any other purpose deemed appropriate by the Committee. 
 SECTION 12.    NUMBER OF SHARES 
 Subject to adjustment as
set forth in Section 9, 750,000 Shares are reserved for sale and authorized for issuance pursuant to the Merix Corporation 2007 Employee Stock Purchase Plan, and therefore, the number of Shares authorized for issuance pursuant to the Plan is
750,000 Shares less the number of Shares issued pursuant to the Merix Corporation U.S. Employee Stock Purchase Plan. If any option granted under the Plan shall for any reason terminate without having been exercised, the Shares not purchased under
such option shall again become available for the Merix Corporation 2007 Employee Stock Purchase Plan. If on a given Purchase Date, the number of Shares with respect to which options are to be exercised exceeds the number of Shares then available
under the Plan, the Committee shall make a pro rata allocation of the Shares remaining available for purchase in as uniform a manner as shall be practical and as it shall determine to be equitable. 
 SECTION 13.    MISCELLANEOUS 
  

	13.1	Restrictions on Transfer 

 Options granted under the
Plan to a Participant may not be exercised during the Participant’s lifetime other than by the Participant. Neither amounts credited to a Participant’s Account nor any rights with respect to the exercise of an option or to receive stock
under the Plan may be assigned, transferred, pledged, or otherwise disposed of in any way by the Participant other than by will or the laws of descent and distribution. Any such attempted assignment, transfer, pledge, or other disposition shall be
without effect, except that the Company may treat such act as an election to withdraw from the Plan in accordance with Section 8.1. 
  

	13.2	Administrative Assistance 

 If the Committee in its
discretion so elects, it may retain a brokerage firm, bank, or other financial institution to assist in the purchase of Shares, delivery of reports, or other administrative aspects of the Plan. If the Committee so elects, each Participant shall
(unless prohibited by applicable law) be deemed upon enrollment in the Plan to have authorized the establishment of an account on his or her behalf at such institution. Shares purchased by a Participant under the Plan shall be held in the Account in
the Participant’s name, or if the Participant so indicates in the enrollment form, in the Participant’s name together with the name of his or her spouse in joint tenancy with right of survivorship or spousal community property, or in
certain forms of trust approved by the Committee. 
  

	13.3	Treatment of Non-U.S. Participants 

 Participants
who are employed by non-U.S. Designated Subsidiaries, who are paid in foreign currency, and who contribute foreign currency to the Plan through contributions or payroll deductions will have such contributions converted to U.S. dollars. The exchange
rate and method for such conversion will be determined as prescribed by the Committee. Each Participant shall bear the risk of any currency exchange fluctuations (if applicable) between the date on which any Participant contributions are converted
to U.S. dollars and the following Purchase Date. 
  

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	13.4	Withholding 

 The Company or any Employer shall have
the power and the right to deduct or withhold, or require a Participant to remit to the Company or any member of the Employer, an amount sufficient to satisfy taxes, domestic or foreign, required by law or regulation to be withheld with respect to
any taxable event arising as a result of this Plan. 
  

	13.5	Applicable Law 

 The Plan shall be governed by the
substantive laws (excluding the conflict of laws rules) of the State of Oregon. 
  

	13.6	Amendment and Termination 

 The Board may amend,
alter, or terminate the Plan at any time; provided, however, that no amendment which would amend or modify the Plan in a manner requiring stockholder approval under the requirements of any securities exchange on which the Shares are traded shall be
effective unless such stockholder approval is obtained. In addition, the Committee may amend the Plan as provided in Section 11.3, subject to the conditions set forth in this Section 13.6. 
 If the Plan is terminated, the Committee may elect to terminate all outstanding options either prior to their expiration or upon completion of the
purchase of Shares on the next Purchase Date, or may elect to permit options to expire in accordance with their terms (and participation to continue through such expiration dates). If the options are terminated prior to expiration, all funds
accumulated in Participants’ Accounts as of the date the options are terminated shall be returned to the Participants as soon as administratively feasible. 
  

	13.7	No Right of Employment 

 Neither the grant nor the
exercise of any rights to purchase Shares under this Plan nor anything in this Plan shall impose upon the Company or a member of the Employer any obligation to employ or continue to employ any Employee. The right of the Company or a member of the
Employer to terminate any Employee shall not be diminished or affected because any rights to purchase Shares have been granted to such Employee. 
  

	13.8	Rights as Shareholder 

 No Participant shall have
any rights as shareholder unless and until Shares have been issued to him or her. 
  

	13.9	Governmental Regulation 

 The Company’s
obligation to sell and deliver Shares under this Plan is subject to the approval of any governmental authority required in connection with the authorization, issuance, or sale of such Shares. 
  

	13.10	Gender 

 When used herein, masculine terms shall be
deemed to include the feminine, except when the context indicates to the contrary. 
  

	13.11	Condition for Participation 

 As a condition to
participation in the Plan, Eligible Employees agree to be bound by the terms of the Plan and the determinations of the Committee. 
  

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 DEFINITIONS 
 As used in the Plan, 
 “Account” means a recordkeeping account maintained for a Participant
to which Participant contributions and payroll deductions, if applicable, shall be credited. 
 “Board” means the Board of
Directors of the Company. 
 “Code” means the Internal Revenue Code of 1986, as amended. 
 “Committee” means the Human Resources and Compensation Committee or any other committee appointed by the Board. 
 “Common Stock” means the Common Stock, no par value, of the Company. 
 “Company” means Merix Corporation, an Oregon corporation. 
 “Compensation” means all gross earnings, including such amounts of gross earnings as are deferred by an Eligible Employee (a) under a qualified cash or deferred arrangement described in
Section 401(k) of the Code or (b) to a plan qualified under Section 125 of the Code. 
 “Cut-Off Date” means
the date established by the Committee from time to time by which enrollment forms must be received prior to an Enrollment Date. 
 “Designated Subsidiary” means any Subsidiary which has been designated by the Committee from time to time in its sole discretion as eligible to participate in the Plan and which has adopted the Plan with the approval of the
Committee in its sole and absolute discretion. 
 “Eligible Employee” means an Employee eligible to participate in the Plan
in accordance with Section 3. 
 “Effective Date” means the date the shareholders of the Company approve the Merix
Corporation 2007 Employee Stock Purchase Plan. 
 “Employee” means any individual who is an employee of the Employer for
purposes of the Plan as determined by the Committee. 
 “Employer” means the Company or any Designated Subsidiary of the
Company by which an Employee is employed. 
 “Enrollment Date” means the first Trading Day of an Offering Period.

 “Exchange Act” means the Securities Exchange Act of 1934, as amended. 
 “Fair Market Value” means, as of any date, the closing sales price for the Common Stock on any given date during regular trading, or if
not trading on that date, such price on the last preceding date on which the Common Stock was traded, unless determined otherwise by the Committee using such methods or procedures as it may establish. 
 “Grant Date” means a date on which an Eligible Employee is granted an option under the Plan pursuant to Section 5. 
  

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 “Grant Price” means the Fair Market Value of a Share on the Grant Date for such option.

 “Offering Period” means the period beginning on the Effective Date and ending on the date designated by the Committee and
each period, if any, thereafter designated by the Committee; provided, that each period shall in no event end later than twenty-seven (27) months from the Grant Date. The Offering Period may but need not be the same as the Purchase Period, as
determined by the Committee. 
 “Participant” means an Eligible Employee who has enrolled in the Plan pursuant to
Section 4. 
 “Plan” means this Merix Corporation International Employee Stock Purchase Plan. 
 “Purchase Date” with respect to a Purchase Period means the last Trading Day in such Purchase Period. 
 “Purchase Date Price” means the Fair Market Value of a Share on the applicable Purchase Date. 
 “Purchase Period” means the period beginning on the Effective Date and ending on the date designated by the Committee and each period,
if any, thereafter designated by the Committee; provided, that each period shall, in no event end later than twenty-seven (27) months from the Grant Date. 
 “Purchase Price” means the price designated by the Committee, at which each Share may be purchased under any option, but in no event less than eighty-five percent (85%) of the lesser of:

  

	 	(1)	The Grant Price and 

  

	 	(2)	The Purchase Date Price. 

 “Shares” means
shares of the Company’s Common Stock. 
 “Subsidiary” means a corporation, domestic or foreign, of which not less than
50% of the combined voting power is held by the Company or a Subsidiary, whether or not such corporation now exists or is hereafter organized or acquired by the Company or a Subsidiary. 
 “Trading Day” means a day on which the New York Stock Exchange, the NASDAQ stock market or other alternative exchange or service on
which the Common Stock is traded, listed or quoted is open for trading. 
  

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