Exhibit 10.2.  Braintech, Inc. 2009 Bonus Incentive Plan
    

    
      

    

    
      BRAINTECH, INC.
    

    
      2009 BONUS INCENTIVE PLAN
    

    
      Objective
    

    
      The objective of the 2009 Braintech Bonus Incentive Plan (the “Plan”) is
      to connect participant’s annual cash bonus compensation to 2009
      corporate and individual performance.
    

    
      Eligibility
    

    
      Employee participation in the Plan is limited to full time employees
      (except part time employees expressly included in the plan by the CEO)
      of Braintech, Inc. and its subsidiaries, as well as certain independent
      contractors expressly included in the Plan by the CEO (collectively,
      “Participants”).  Participants must be in a bonus eligible position for
      a minimum on 91 days of the Plan year to receive payment.  Participants
      must be actively employed or contracted by Braintech at the time payment
      is to be made unless otherwise specified.  (See “Termination” section.)
    

    
      Plan Year
    

    
      The plan year is January 1, 2009 through December 31, 2009.
    

    
      Payments
    

    
      Bonus awards will be paid in April 2010 upon completion and Audit
      Committee acceptance of the audited 2009 Braintech financial statements.
    

    
      Plan Components
    

    
      There are two main components to the Plan, Corporate and Individual
      Performance, which operate independently.
    

    
      I.                 Corporate Performance (60%)

    

    
      a.                      Sales
    

    

    

    
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      b.                      Net Cash Provided by Operations (OCF or
      Operating Cash Flow)

    

    
      II.                Individual Performance (40%)
    

    
      How the Plan Works
    

    
      Part I:  Corporate Performance (60%)
    

    
      Sixty percent (60%) of a Participant’s Bonus is based on Corporate
      Performance, which is determined by Sales and Net Cash Provided by
      Operations (OCF or Operating Cash Flow).  Both of these measures are
      used to determine the variable percentage associated with Corporate
      Performance, as outlined in the Plan’s Bonus Matrix (attached).  The
      maximum Corporate Performance score is 150% of 60% (i.e., 90%).  If the
      minimum Corporate Performance threshold score of 50% is not met, the
      Corporate Performance Score will be zero percent (0%), but the
      Participant may still be eligible for the Individual Performance portion
      of the Bonus.
    

    
      Part II:  Individual Performance (40%)
    

    
      Forty percent (40%) of a Participant’s Bonus is based on performance and
      achievement of goals applicable to the individual’s position.  Each
      employee may be provided a list of the agreed upon individual goals
      either during the annual performance review process or when an employee
      is initially hired, transferred or promoted or demoted into a new
      position.  
    

    
      Individual goals are ranked (E) Essential, (I) Important and (R) Routine
      and should be consistent with the goals articulated in the Plan Year
      Budget.  Although each goal should be measurable, they may also be
      qualitative rather than quantitative.  Individual goals will be measured
      as follows:
    

    
    	
          Goal Achievement
        	
          Percentage of Individual Bonus Earned
        
	
          Clearly exceeded
        	
          100%
        
	
          Fully Achieved Objective
        	
          80-99%
        
	
          Partially Achieved
        	
          up to 80%
        
	
          Clearly Failed to Achieve
        	
          0%
        


    

    
      Managers and the CEO have discretion within performance zones to account
      for the quality of the result, as well as the impact of external
      circumstances on performance.  For example, a Participant who made great
      progress on goal attainment under difficult circumstances might receive
      an Individual Performance score of 75%, even though the goal was not
      reached, while a Participant who made great progress under favorable
      circumstances might only receive a 50% award.  The maximum Individual
      Performance score is 100% of 40% (i.e., 40%).  A Participant who clearly
      fails to achieve the Individual Performance objective will receive no
      credit for Individual Performance.  
    

    
      Status Changes
    

    
      New Hires
    

    
      New employees hired (or contractors contracted) after the beginning of
      the Plan Year will be eligible for a prorated Bonus based on their date
      of hire, as long as their start date is no later than October 1 of the
      Plan Year.  In special circumstances, new hires starting after October 1
      may be made eligible with CEO approval.
    

    

    

    
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      Promotions, Transfers, Demotions
    

    
      Participants who are promoted or transferred during the Plan Year will
      be eligible for prorated consideration based on a weighted average basis
      of the target Bonus percentage rates applicable to the old and new
      positions.  Participants who are demoted during the Plan Year may be
      eligible for prorated consideration based on a weighted average basis of
      the target Bonus percentage rates applicable to the old and new
      positions, provided that the CEO rates their performance as
      satisfactory.  If a Bonus is payable in the case of a promoted,
      transferred or demoted Participant, pro-ration is based on:
    

    	
               Length of time in each position
      
	
               Base salary of each position
      
	
               Target bonus applicable to each position
      


    
      Termination
    

    
      Participants who terminate during the Plan Year due to death, disability
      or retirement will be eligible for a prorated Bonus at the normal
      payment date.  Participants who terminate voluntarily prior to the
      payment date will forfeit all awards for the measurement
      period.  Management, with the approval of the Compensation Committee of
      the Board of Directors, can, at its discretion, approve payments for
      Participants who are involuntarily terminated.  
    

    
      Administration
    

    
      The Plan will be administered by the Compensation Committee of the Board
      of Directors.
    

    
      Management Rights
    

    
      Braintech management reserves the right to change, modify eliminate or
      deviate from the Plan at any time with or without notice.
    

    
      Miscellaneous
    

    
      Each Bonus, if payable, will be payable in the currency in which the
      Participant receives Base Salary, notwithstanding the fact that Sales
      and OCF are calculated in U.S., Dollars.
    

    
      Employment at Will
    

    
      Employment with Braintech is “at will” – that means that either an
      employee or Braintech may terminate the employment relationship at any
      time, for any lawful reason, with or without notice.  Participation in
      the Plan should not be construed as a contract for continued employment
      nor does it constitute an implied or express contract, guarantee or
      assurance of employment (or of continuation as a contractor, as the case
      may be) or any right to an employment-related benefit or procedure.  The
      Plan is not intended to create a contract binding any Participant to an
      agreement of employment for any specific period of time.  No
      representative or agent of Braintech – other than the CEO – can
      authorize or sign an employment agreement contrary to these terms, or
      otherwise make any binding offer of employment for any specific term.
    

    

    

    
      Braintech, Inc.
Proprietary and Confidential
    

    
      
        

        

      

      
        
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            2009 BRAINTECH BONUS INCENTIVE PLAN CORPORATE PERFORMANCE
            CONTRIBUTION MATRIX
          

        
	

        	

        	

        	

        	

        	

        	

        	

        	
           
        
	
          This Matrix is for guideline purposes only.
        
	
          The Compensation Committee of the Board of Directors reserves the
          right
        
	
          to make adjustments upwards or downwards at its discretion.
        
	

        	

        	

        	

        	

        	

        	

        	

        	
           
        
	

        	
           
        	
          Sales* [$Millions]
        
	

        	
           
        	
          $ 5.00
        	
          $ 6.00
        	
          $ 7.00
        	
          $ 8.00
        	
          $ 9.00
        	
          $ 10.00
        	
          $ 11.00
        
	

        	
           
        	
           
        	
           
        	
           
        	
           
        	
           
        	
           
        	
           
        
	

        	
          $ 0.500
        	
          50
        	
          58
        	
          67
        	
          75
        	
          82
        	
          91
        	
          100
        
	

        	
           
        	
           
        	
           
        	
           
        	
           
        	
           
        	
           
        	
           
        
	

        	
          $ 0.750
        	
          58
        	
          67
        	
          75
        	
          83
        	
          91
        	
          100
        	
          108
        
	

        	
           
        	
           
        	
           
        	
           
        	
           
        	
           
        	
           
        	
           
        
	

        	
          $ 1.000
        	
          67
        	
          75
        	
          82
        	
          91
        	
          100
        	
          108
        	
          117
        
	

        	
           
        	
           
        	
           
        	
           
        	
           
        	
           
        	
           
        	
           
        
	
          OCF** [$Millions]
        	
          $ 1.210
        	
          75
        	
          82
        	
          91
        	
          100
        	
          108
        	
          117
        	
          125
        
	

        	
           
        	
           
        	
           
        	
           
        	
           
        	
           
        	
           
        	
           
        
	

        	
          $ 1.350
        	
          82
        	
          91
        	
          100
        	
          108
        	
          117
        	
          125
        	
          132
        
	

        	
           
        	
           
        	
           
        	
           
        	
           
        	
           
        	
           
        	
           
        
	

        	
          $ 1.500
        	
          91
        	
          100
        	
          108
        	
          117
        	
          125
        	
          132
        	
          141
        
	

        	
           
        	
           
        	
           
        	
           
        	
           
        	
           
        	
           
        	
           
        
	

        	
          $ 1.750
        	
          100
        	
          108
        	
          117
        	
          125
        	
          132
        	
          141
        	
          150
        
	

        	

        	

        	

        	

        	

        	

        	

        	
           
        
	
          * Sales means sales recognized as revenue in the Plan Year under
          U.S. GAAP as shown in Braintech's Condensed Consolidated Statements
          of Operations.
        
	
          Sales will be rounded to the nearest whole million for purposes of
          this Matrix.
        	

        	

        
	

        	

        	

        	

        	

        	

        	

        	

        	
           
        
	
          ** OCF means Operating Cash Flow, which is referred to as Net Cash
          Provided By Operations in Braintech's Condensed Consolidated
          Statements of Cash Flows.
        
	
          
            It does not include such non-cash charges as the fair value of
            employee stock and options earned pursuant to the Braintech stock
            and option plan or the fair value of warrants and common stock
            issued. OCF will be rounded to the nearest benchmark OCF amount
            shown in the Matrix.
          

        
	
          
             
          

        
	

        	

        	

        	

        	

        	

        	

        	

        	
           
        
	
          1. If Sales are less than $5 million, or OCF is less than $0.5
          million, or the Corporate Performance Score is less than 50, the
          Corporate Performance Contribution to Bonus will be Zero.
        
	

        	

        	

        	

        	

        	

        	

        	

        	
           
        
	
          2. The maximum Corporate Performance Score is 150.
        	

        	

        	

        	

        


    

    

    

    
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          BONUS CALCULATION EXAMPLE #1
        	

        	
          BONUS CALCULATION EXAMPLE #2
        	

        	
          BONUS CALCULATION EXAMPLE #3
        
	
           
        	

        	

        	

        	

        	

        	
           
        	

        	

        	

        	

        	

        	
           
        	

        	

        	

        	

        
	
          Base Salary:
        	

        	

        	
          $ 50,000
        	

        	
          Base Salary:
        	

        	

        	
          $ 50,000
        	

        	
          Base Salary:
        	

        	

        	
          $ 50,000
        
	

        	

        	

        	

        	

        	

        	

        	

        	

        	

        	

        	

        	

        	

        	

        	

        	
           
        
	
          Target Bonus:
        	

        	

        	
          5%
        	

        	
          Target Bonus:
        	

        	

        	
          15%
        	

        	
          Target Bonus:
        	

        	

        	
          25%
        
	

        	

        	

        	

        	

        	

        	

        	

        	

        	

        	

        	

        	

        	

        	

        	

        	
           
        
	
          Corporate Performance:
        	

        	

        	
          Corporate Performance:
        	

        	

        	
          Corporate Performance:
        	

        
	

        	

        	

        	

        	

        	

        	

        	

        	

        	

        	

        	

        	

        	

        	

        	

        	
           
        
	

        	
          Sales:
        	

        	

        	
          $ 7,800,000
        	

        	

        	
          Sales:
        	

        	

        	
          $ 7,800,000
        	

        	

        	
          Sales:
        	

        	

        	
          $ 7,800,000
        
	

        	

        	

        	

        	

        	

        	

        	

        	

        	

        	

        	

        	

        	

        	

        	

        	
           
        
	

        	
          OCF:
        	

        	

        	
          $ 1,350,000
        	

        	

        	
          OCF:
        	

        	

        	
          $ 1,350,000
        	

        	

        	
          OCF:
        	

        	

        	
          $ 1,350,000
        
	

        	

        	

        	

        	

        	

        	

        	

        	

        	

        	

        	

        	

        	

        	

        	

        	
           
        
	

        	
          Matrix %:
        	

        	
          108%
        	

        	

        	
          Matrix %:
        	

        	
          108%
        	

        	

        	
          Matrix %:
        	

        	
          108%
        
	

        	

        	

        	

        	

        	

        	

        	

        	

        	

        	

        	

        	

        	

        	

        	

        	
           
        
	

        	
          Corporate Performance Weight:
        	
          60%
        	

        	

        	
          Corporate Performance Weight:
        	
          60%
        	

        	

        	
          Corporate Performance Weight:
        	
          60%
        
	

        	

        	

        	

        	

        	

        	

        	

        	

        	

        	

        	

        	

        	

        	

        	

        	
           
        
	

        	
          Corporate Bonus Contribution:
        	
          $ 1,620
        	

        	

        	
          Corporate Bonus Contribution:
        	
          $ 4,860
        	

        	

        	
          Corporate Bonus Contribution:
        	
          $ 8,100
        
	

        	
          ($50,000 X 5% X 108% X 60%)
        	

        	

        	
          ($50,000 X 15% X 108% X 60%)
        	

        	

        	
          ($50,000 X 25% X 108% X 60%)
        
	

        	

        	

        	

        	

        	

        	

        	

        	

        	

        	

        	

        	

        	

        	

        	

        	
           
        
	
          Individual Performance:
        	

        	
          90%
        	

        	
          Individual Performance:
        	

        	
          90%
        	

        	
          Individual Performance:
        	

        	
          90%
        
	

        	

        	

        	

        	

        	

        	

        	

        	

        	

        	

        	

        	

        	

        	

        	

        	
           
        
	

        	
          Individual Performance Weight:
        	
          40%
        	

        	

        	
          Individual Performance Weight:
        	
          40%
        	

        	

        	
          Individual Performance Weight:
        	
          40%
        
	

        	

        	

        	

        	

        	

        	

        	

        	

        	

        	

        	

        	

        	

        	

        	

        	
           
        
	

        	
          Individual Bonus Contribution:
        	
          $ 900
        	

        	

        	
          Individual Bonus Contribution:
        	
          $ 2,700
        	

        	

        	
          Individual Bonus Contribution:
        	
          $ 4,500
        
	

        	

        	

        	

        	

        	

        	

        	

        	

        	

        	

        	

        	

        	

        	

        	

        	
           
        
	
          Corporate Bonus Contribution:
        	
          $ 1,620
        	

        	
          Corporate Bonus Contribution:
        	
          $ 4,860
        	

        	
          Corporate Bonus Contribution:
        	
          $ 8,100
        
	

        	

        	

        	

        	

        	

        	

        	

        	

        	

        	

        	

        	

        	

        	

        	

        	
           
        
	
          Individual Bonus Contribution:
        	
          $ 900
        	

        	
          Individual Bonus Contribution:
        	
          $ 2,700
        	

        	
          Individual Bonus Contribution:
        	
          $ 4,500
        
	

        	

        	

        	

        	

        	

        	

        	

        	

        	

        	

        	

        	

        	

        	

        	

        	
           
        
	
          TOTAL 2009 BONUS:
        	

        	
          $ 2,520
        	

        	
          TOTAL 2009 BONUS:
        	

        	
          $ 7,560
        	

        	
          TOTAL 2009 BONUS:
        	

        	
          $ 12,600
        
	
          (in same currency as Participant's Base Salary)
        	
          (in same currency as Participant's Base Salary)
        	
          (in same currency as Participant's Base Salary)
        
	

        	

        	

        	

        	

        	

        	

        	

        	

        	

        	

        	

        	

        	

        	

        	

        	
           
        
	
          TOTAL 2009 BONUS PERCENTAGE:
        	
          5.0%
        	

        	
          TOTAL 2009 BONUS PERCENTAGE:
        	
          15.1%
        	

        	
          TOTAL 2009 BONUS PERCENTAGE:
        	
          25.2%
        
	

        	

        	

        	

        	

        	

        	

        	

        	

        	

        	

        	

        	

        	

        	

        	

        	
           
        
	
          TOTAL 2009 SALARY AND BONUS:
        	
          $ 52,520
        	

        	
          TOTAL 2009 SALARY AND BONUS:
        	
          $ 57,560
        	

        	
          TOTAL 2009 SALARY AND BONUS:
        	
          $ 62,600
        


    

    

    

    
      Braintech, Inc.
Proprietary and Confidential
    

    
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