Exhibit 10.2


AVIZA TECHNOLOGY, INC.

2007 MANAGEMENT BONUS PLAN


1.             Purpose.  This
2007 Management Bonus Plan (this “Bonus Plan”)
is intended to provide an incentive for superior work and to motivate eligible
officers of Aviza Technology, Inc. (the “Company”)
and its subsidiaries toward higher achievement and business results, to tie
their goals and interests to those of the Company and its stockholders and to
enable the Company to attract and retain highly qualified officers. This Bonus
Plan is for the benefit of Covered Officers (as defined below).  The Bonus Plan is designed to ensure the
bonuses paid hereunder to Covered Officers are deductible without limit under
Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations and
interpretations promulgated thereunder.


2.             Covered Officers. From time to time, the Compensation
Committee (the “Compensation Committee”) of
the Board of Directors (the “Board”) of
the Company may select certain key officers who are or who at some future date
may be “covered employees” as defined in Section 162(m)(3) of the Code (the “Covered Officers”) to be eligible to
receive bonuses hereunder.


3.             Administration.  Unless otherwise determined by the
Board, the Compensation Committee shall have the sole discretion and authority
to administer and interpret this Bonus Plan. 
At all times the Compensation Committee shall consist of at least two
members of the Board who shall qualify as “outside directors” under Section
162(m) of the Code.


4.             Bonus Determinations.


(a)   A Covered Officer may receive a bonus payment
under this Bonus Plan based upon the attainment of performance objectives which
are established by the Compensation Committee and relate to financial,
operational or other metrics with respect to the Company or any of its
subsidiaries (the “Performance Goals”),
including but not limited to: (i) net income (loss) (either before or after
interest, taxes, depreciation and/or amortization), (ii) sales or revenue,
(iii) acquisitions or strategic transactions, (iv) operating income (loss), (v)
cash flow (including, without limitation, operating cash flow and free cash
flow), (vi) return on capital, (vii) return on assets (including, without
limitation, return on net assets), (viii) return on stockholders’ equity, (ix)
economic value added, (x) stockholder returns, (xi) return on sales, (xii)
gross or net profit margin, (xiii) productivity, (xiv) expenses, (xv) margins,
(xvi) operating efficiency, (xvii) customer satisfaction, (xviii) working
capital, (xix) earnings (loss) per share, (xx) price per share of equity
securities, (xxi) market share and (xxii) number of customers, any of which may
be measured either in absolute terms or as compared to any incremental increase
or decrease, or as compared to results of a peer group.


(b)   Except as otherwise set forth in this Section
4(b): (i) any bonuses paid to Covered Officers under this Bonus Plan shall be
based upon objectively determinable bonus formulas that tie such bonuses to one
or more performance objectives relating to the Performance Goals, (ii) bonus
formulas for Covered Officers shall be adopted in each performance period by
the Compensation Committee no later than the latest time permitted by Section
162(m) of the Code (generally, for performance periods of one year or more, no
later than 90 days after the 



    















commencement of the performance period) and (iii) no
bonuses shall be paid to Covered Officers unless and until the Compensation
Committee makes a certification with respect to the attainment of the
performance objectives as required by Section 162(m) of the Code.  The Compensation Committee shall have no
discretion to increase the amount of a Covered Officer’s bonus as determined
under the applicable bonus formula. 
Notwithstanding the foregoing, the Company may pay bonuses (including,
without limitation, discretionary bonuses) to Covered Officers under this Bonus
Plan based upon such other terms and conditions as the Compensation Committee
may in its discretion determine.


(c)   The maximum
bonus payable to a Covered Officer under this Bonus Plan shall not exceed
$1,000,000 with respect to any calendar year.


(d)   The payment
of a bonus to a Covered Officer with respect to a performance period shall be
conditioned upon the Covered Officer’s employment with the Company on the last
day of the performance period; provided,
however, that the Compensation Committee may make exceptions to this
requirement, in its sole discretion, including, without limitation, in the case
of a Covered Officer’s termination of employment, retirement, death or
disability.


(e)   All bonuses paid hereunder shall be subject
to applicable state, federal and local tax withholding.


5.             Bonus Payments.
Bonuses awarded under this Bonus Plan shall be paid in cash and are not
intended to be classified as deferred compensation for purposes of Section 409A
of the Code (together with any regulations or other interpretive guidance that
me be issued after the date hereof, “Section 409A”).
This Bonus Plan shall be interpreted in accordance with, and incorporate the
terms and conditions required by, Section 409A. 
The Compensation Committee may, in its discretion, adopt such amendments
to this Bonus Plan or adopt other policies and procedures (including amendments,
policies and procedures with retroactive effect), or take any other actions, as
the Compensation Committee determines are necessary and appropriate to exempt
any bonuses awarded under this Bonus Plan from Section 409A or to comply with
the requirements of Section 409A.


6.             Amendment and Termination. The Company reserves the right to amend
or terminate this Bonus Plan at any time in its sole discretion.  Any amendments to this Bonus Plan shall
require stockholder approval only to the extent required by Section 162(m) of
the Code.


7.             Stockholder Approval.  No bonuses shall be paid under this Bonus
Plan unless and until the Company’s stockholders shall have approved this Bonus
Plan and the Performance Goals as required by Section 162(m) of the Code.  So long as this Bonus Plan shall not have
been previously terminated by Company, it shall be resubmitted for approval by
the Company’s stockholders in the fifth year after it shall have first been
approved by the Company’s stockholders, and every fifth year thereafter.  In addition, the Bonus Plan shall be
resubmitted to the Company’s stockholders for approval as required by Section
162(m) of the Code if it is amended in any way which changes the material terms
of the Plan’s Performance Goals set forth in the first paragraph of Section 4,
including by materially modifying such Performance Goals, increasing the
maximum bonus payable under the Bonus Plan or changing the Plan’s eligibility
requirements.


8.             Governing Law. This Bonus Plan shall
be construed in accordance with and governed by the laws of the State of
Delaware without regard to conflict of the law principles that would result in
the application of any laws other than the laws of the State of Delaware.



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