**Exhibit 10.22**

SUNRISE TELECOM INCORPORATED 

MANAGEMENT BY OBJECTIVE PLAN 

(Effective as of January 1, 2007) 

1. PURPOSE

The purpose of this Plan is to motivate and retain eligible employees for achievement of certain goals relating to individual employeeperformance and the performance of the Company. This Plan is designed to ensure that annual bonuses paid hereunder to officers of the Company are deductible under Section 162(m) of the Internal Revenue Code (the “Code”), and theregulations promulgated thereunder (“Section 162(m)”). 

2. COVERED INDIVIDUALS 

Participants in the Plan are determined annually in the discretion of the Compensation Committee of the Board of Directors (the “Committee”). Inselecting participants for the Plan, the Committee will select officers of the Company and its subsidiaries who are likely to have a significant impact on the performance of the Company. 

3. ADMINISTRATION OF THE PLAN 

The Committee administers the Plan and shall have the sole discretion andauthority to administer and interpret the Plan in accordance with Section 162(m) of the Code. 

4. MAXIMUM BONUS AND PERFORMANCE GOALS 

The annual bonus will be paid in cash, shares of the company’s commons stock (including restricted stock), or common stock equivalents. In the eventall or any portion of the annual bonus is to be paid in cash, such portion of the annual bonus shall be made in a one lump sum cash payment. All such cash payments will be subject to withholding for income, social security or other such payrolltaxes as may be appropriate. Each fiscal year, the Committee will establish: (a) target bonus levels for the participants; (b) the performance goals that must be achieved in order for a participant to be paid a bonus at a specified level,and (c) the guidance for determining actual bonuses, using the performance measures. 

Each participant’s target bonus award willbe stated as a percentage of his or her annual base salary. Base salary will be the participant’s annual salary rate on the last day of the fiscal year. Salary, target bonus, and other compensation form the planned total compensation for theemployee. 

The Committee may use any one or more performance measures in establishing performance goals for anyparticipant for any fiscal year, such as pre-tax income, after-tax income, total annual revenue, other company or divisional performance measures, and individual performance objectives. The Committee may select performance goals that differ fromparticipant to participant and may select performance goals that apply on a corporate, business unit, or segment basis. 

Bonuses in excessof $1,000,000 will be paid to any Named Executive Officer only pursuant to a written bonus plan the terms of which are in accordance wit Section 162(m). The Committee may increase, decrease or eliminate all bonus payments under the Plan for anyyear, or any participant’s bonus for any year in its sole discretion. 

5. PAYMENT OF BONUS 

No bonus will be paid unless the Committee determines that the performance goals have been satisfied, such determination may be made at any time theCommittee deems appropriate. In the event the Committee determines that individual performance goals are satisfied, bonuses may be paid at anytime on or prior to March 15 of the fiscal year following the then current bonus period. The targetbonus may be varied upward or downward based on degree of achievement and Company success. 

No participant shall have any right to payment of an awardunless the plan is in effect and the participant is employed by the company as of the date of payment. However, the Committee may make exceptions to this requirement in the case of death, retirement or disability, or such other circumstances as theCommittee may determine. 

6. MISCELLANEOUS 

6.1 AMENDMENT AND TERMINATION 

The Committee reserves the right to amend or terminate the Plan at any time. 

6.2 EMPLOYMENT RIGHTS 

The adoption andmaintenance of this Plan is not an employment agreement between the company and any participant. Nothing herein contained shall be deemed to give any participant the right to be retained in the employ of the company or to interfere with the right ofthe company to discharge any employee at any time. 

6.3 ACQUISITIONS AND DIVESTITURES. 

Any bonus payable hereunder will be prorated for any acquisition and/or divestiture to reflect the timing of such event or events during the current Planyear at the time of such acquisition or divestiture.