EXHIBIT 10.1


 


TTM TECHNOLOGIES, INC.

Compensation Plan for Non-Employee Directors

Effective as of May 4, 2005


 


	
   

  	
   

  	
  Summary Terms

  
	
   

  	
   

  	
   

  
	
  Purpose

  	
   

  	
  To enable TTM
  Technologies, Inc. (“TTM” or the “Company”) to attract and retain
  qualified persons to serve as non-employee Directors and to solidify the
  common interests of its directors and shareholders in enhancing the value of
  the Company.

  
	
   

  	
   

  	
   

  
	
  Eligibility

  	
   

  	
  Any Director of
  TTM who is not a full-time employee of the Company or is not a direct or
  indirect owner of 10% or more of the fully diluted shares of the Company.

  
	
   

  	
   

  	
   

  
	
  Retainer

  	
   

  	
  Each
  non-employee Director shall receive a cash retainer of $20,000 per annum paid
  quarterly. A non-employee Director must attend at least 4 meetings per year
  in person or telephonically.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The following
  Chairmen shall receive the following additional cash retainers:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •                  The Chairman
  of the Audit Committee shall receive an additional cash retainer of $9,000
  per annum paid quarterly.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •                  The Chairman
  of the Compensation Committee shall receive an additional cash retainer of
  $4,000 per annum paid quarterly.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •                  The Chairman
  of the Nominating and Corporate Governance Committee shall receive an
  additional cash retainer of $3,000 per annum paid quarterly.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •                  The Chairman
  of the Board of Directors shall receive an additional cash retainer of
  $15,000 per annum paid quarterly.

  
	
   

  	
   

  	
   

  
	
  Board Meeting
  Fees

  	
   

  	
  $1,500 per
  meeting of the Board of Directors that a non-employee Director attends in
  person or telephonically, plus expenses.

  
	
   

  	
   

  	
   

  
	
  Committee
  Meeting Fees

  	
   

  	
  $750 per
  committee meeting that a non-employee Director attends in person or
  telephonically.

  
	
   

  	
   

  	
   

  
	
  Equity

  	
   

  	
  Upon election to
  the Board of Directors, each non-employee Director will receive an option to
  purchase 20,000 shares of TTM Common Stock at the closing price on the Nasdaq
  on the

  



 





















 


	
   

  	
   

  	
  date of the
  Grant (the “Initial Grant”).

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  At each annual
  meeting of shareholders, each individual who continues to serve as a
  non-employee Director will receive an option grant to purchase 4,000 shares
  of TTM Common Stock, providing the director has served as a non-employee
  director for at least six months (the “Annual Grant”). Each option grant will
  have an exercise price equal to the closing price on the Nasdaq per share of
  Common Stock on the grant date, and will have a maximum term of 10 years,
  subject to earlier termination following the director’s cessation of Board
  service.

  
	
   

  	
   

  	
   

  
	
  Vesting

  	
   

  	
  The Initial
  Grant vests ratably over four years, with a non-employee Director becoming
  25% vested on the first anniversary of the Grant Date, 50% on the second
  anniversary of the Grant Date, 75% on the third anniversary of the Grant
  Date, and 100% vested on the fourth anniversary of the Grant Date. 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The Annual Grant
  vests ratably over three years, with a non-employee director becoming 33 1/3%
  vested on the first anniversary of the Grant Date, 66 2/3% vested on the
  second anniversary of the Grant Date, and 100% vested on the third
  anniversary of the Grant Date. 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Unexercised
  options shall expire on the 10th anniversary of the Grant Date.

  
	
   

  	
   

  	
   

  
	
  Termination

  	
   

  	
  All non-vested
  options will terminate 30 days following the director’s cessation of Board
  services. All options will accelerate upon a change of control.

  
	
   

  	
   

  	
   

  
	
  Benefits

  	
   

  	
  None