Exhibit
10.32




TurboChef
Technologies, Inc


2008
Incentive-Based Compensation Plan





The
fundamental objectives of TurboChef’s 2008 Incentive-Based Compensation Plan are
to ensure that employees are compensated and provided incentives in a way that
advances both the short- & long-term interests of the shareholders while
also ensuring we are able to attract and retain qualified
employees.





TurboChef
approaches this objective with four key components:





·
            Base
      salary


·
            Performance-based
      annual bonus payable in cash or
stock


·
            Performance-based
      additional annual bonus that is achieved by exceeding forecasted results
      or other qualitative measures, which may be payable in cash, stock or
      stock equivalent units.


·
            Periodic
      (generally annual) grants of long-term stock-based compensation which may
      be granted in the form of restricted stock units which are subject to time
      based vesting requirements.





All
bonuses are payable between January 1 and March 15 of the year following the
performance year.  Under this Plan, to be a paid a bonus, an employee
must be actively employed by the Company at the time the bonus is
paid.





Performance-based
Annual Bonus





The
primary objective of the Performance-based Annual Bonus (“Base Annual Bonus”) is
to reward an employee’s contribution to the achievement of performance related
goals.  Base Annual Bonuses are earned under different criteria,
depending upon which bonus category an employee is assigned
to.  Eligibility categories are Dallas Operations, Residential Sales
and Marketing, and Corporate.  Bonus eligible employees assigned to
each category are detailed in Exhibits A, B or C.





Bonus-eligible
employees shall be eligible for Base Annual Bonuses under a formula based upon
the Company attaining certain financial metrics as set forth in Exhibits A, B or
C.  If specific financial metrics within eligible categories are not
attained, the Compensation Committee will consider for approval an alternative
proposal management may offer for bonuses within each of these eligible
categories, but only if the proposal is based upon actual financial results
compared to the targets as well as other qualitative and quantitative factors
that would reasonably support such approval.




Performance-based
Additional Annual Bonus, Achieved by Exceeding Budgeted Results or other
Measures







[***]
Material omitted pursuant to a request for confidential treatment under Rule
24b-2 of the Exchange Act of 1934; filed separately with the Securities and
Exchange Commission







The
Company realizes the importance of recognizing employees whose contribution has
been essential in creating business or financial results that exceeded the
Company’s expectations and projections.  In an effort to recognize
those individuals the Company will disburse a Performance-based Additional
Annual Bonus (“Excess Bonus”) that is in addition to the Base Annual Bonus
discussed above.  This Bonus will be payable in cash, stock or stock
equivalent units as determined by the Compensation Committee.





Like the
Base Annual Bonuses, the Excess Bonus may be earned by employees assigned to the
Eligible categories through attainment of certain specific measurable targets as
set forth in Exhibits A, B or C, and it may be earned by employees not so
assigned, who, in management’s view materially contributed to the
results.





Long-Term
stock-based Compensation





The
primary objective of annual grants of long-term stock-based Compensation is
retention of key employees.  Restricted Stock Units will be granted to
employees who are identified as key employees.  The list of key
employees and recommended vesting schedule as determined by management is
attached in Exhibit D.


[***]
Material omitted pursuant to a request for confidential treatment under Rule
24b-2 of the Exchange Act of 1934; filed separately with the Securities and
Exchange Commission









EXHIBIT
A


Dallas
Operations





Dallas
Operations employees, consisting of the Commercial management team, the Dallas
based Residential management team and certain Atlanta team members that are
instrumental in the Dallas Operations results, will be eligible to participate
in the Incentive Plan.  All non-Plan eligible employees will continue
to be eligible to participate in the quarterly bonus pool as determined by their
manager.





Performance-based
Annual Bonus Calculation


The pool
for the Base Annual Bonus for Dallas Operations is $[***]
in cash and is earned as follows:





1.
            33.3%
      ($[***])
      upon achievement of all of the Commercial Segment Base Metrics
      only;


2.
            66.7% ($[***]) upon the
      achievement of all of the Commercial Segment Base Metrics AND the
      achievement of the Residential Goals by the Base Target
      Date.  Each Residential Goal has a Percentage of Bonus that will
      be applied to the Base Annual Bonus.  If one or more of the
      Residential Goals are NOT met by the Base Target Date, this portion of the
      Base Annual Bonus pool will be at the discretion of the Compensation
      Committee.





For
2008, the Commercial Segment Base Metrics and the Residential Goals are as
follows:


Commercial
Segment Base Metrics


Metric
                                      
                                      BaseRevenue
                                      
                                      $140,920,000Gross
      Margin %
                                      
                                      40.9%EBITDA
      %
                                      
                                      21.2%





Residential
Goals:




Goal
                                                                                                  Excess
                                                                                                    Bonus
                                                                                                    Target
      Date
                                                                                                  Base
      Target
                                                                                                    Date
                                                                                                  %
      of
                                                                                                    Bonus
                                                                                                  Allocation
      of
                                                                                                    Bonus
      % (if
                                                                                                    applicable)
                                                                                                  Comments[***]
                                                                                                  05/01/2008
                                                                                                  05/01/2008
                                                                                                  [***]%[***]
                                                                                                  02/21/2008
                                                                                                  03/07/2008
                                                                                                  [***]%[***]
                                                                                                  03/20/2008
                                                                                                  04/04/2008
                                                                                                  [***]%
                                                                                                  
                                                                                                  [***][***]
                                                                                                  04/15/2008
                                                                                                  04/30/2008
                                                                                                  [***]%[***]
                                                                                                  03/20/2008
                                                                                                  04/04/2008
                                                                                                  [***]%
                                                                                                  
                                                                                                  [***][***]
                                                                                                  04/15/2008
                                                                                                  04/30/2008
                                                                                                  [***]%


[***]
Material omitted pursuant to a request for confidential treatment under Rule
24b-2 of the Exchange Act of 1934; filed separately with the Securities and
Exchange Commission







[***]
                                                                                          [***]%
                                                                                          
                                                                                          [***][***]%
      BOM reduction = [***]%
      of [***]%[***]%
      BOM reduction = [***]%
      of [***]%[***]%
      BOM reduction = [***]%
      of [***]%[***]%
      BOM reduction = [***]%
      of [***]%[***]
                                                                                          06/24/2008
                                                                                          07/24/2008
                                                                                          [***]%[***]
                                                                                          11/21/2008
                                                                                          12/21/2008
                                                                                          [***]%[***]
                                                                                          11/15/2008
                                                                                          11/15/2008
                                                                                          [***]%[***]
                                                                                          11/15/2008
                                                                                          11/15/2008
                                                                                          [***]%[***]
                                                                                          Ongoing
                                                                                            measured
      at
                                                                                            each
      qtr end
                                                                                          Ongoing
                                                                                            measured
                                                                                            ateach
      qtr
                                                                                            end
                                                                                          [***]%


Performance-based
Additional Annual Bonus


Cash
bonus eligible employees are also eligible for an Excess Bonus.  Additionally, it may be earned by
employees not so assigned, who, in management’s view materially contributed to
the results.The triggers for the Excess Bonus calculation are based on
two tiers.  Tier 1 is attained when Commercial segment revenue is
greater than $150,900,000 and Gross Margin Percentage is greater than or equal
to 40.9%.  Tier 2 is attained when Commercial segment revenue is
greater than $160,900,000 and Gross Margin Percentage is greater than or equal
to 40.9%.  The Excess Bonus pool is determined as
follows:








Excess
      Tier 1
                                                                    
                                                                    Excess
      Tier 2Revenue
                                                                    
                                                                    >=
      $150,900,000
                                                                    
                                                                    >=
      $160,900,000Gross
      Margin %
                                                                    
                                                                    >=
      40.9%
                                                                    
                                                                    >=
      40.9%EBITDA
      Percentage
                                                                    
                                                                    >=
      21.2%
                                                                    
                                                                    >=
      21.2%Excess
      Bonus Pool %*
                                                                    
                                                                    8%
                                                                    
                                                                    12%





*Excess
Bonus Pool calculation - If Excess Revenue target and Gross Margin target are
met or exceeded the excess pool is calculated as follows ((Actual EBITDA
%  minus Base EBITDA %) * Total Revenue * Excess Bonus Pool
%)).





The
Excess Bonus Pool will be earned as follows:





1.
            50%
      of Excess Bonus pool is earned upon attainment of Commercial segment
      financial results as detailed in Tier 1 or Tier 2
  above;





[***]
Material omitted pursuant to a request for confidential treatment under Rule
24b-2 of the Exchange Act of 1934; filed separately with the Securities and
Exchange Commission







2.
              50%
      of Excess Bonus pool (the balance) is earned if the Commercial segment
      financial results as detailed in Tier 1 or Tier 2 above are achieved AND
      the Residential Goals are achieved by the Excess Bonus Target
      Date.  Each Residential Goal has a Percentage of Bonus that will
      be applied to this portion of the Excess Annual Bonus.  If one
      or more of the Residential Goals are NOT met by the Excess Bonus Target
      Date, this portion of the Excess Bonus pool will be at the discretion of
      the Compensation Committee.
 Bonus
Eligible Employees:


Last Name First
      Name
                                
                                Division
                                2008 Base Annual
      Bonus
                                
                                2008 Excess Bonus
                                  Allocation Percentage
                                  RangeLehr,
      Paul
                                
                                Commercial
                                $150,000
                                
                                35%***[***]
                                
                                [***]
                                $[***]
                                
                                [***]%[***]
                                
                                [***]
                                $[***]
                                
                                [***]%[***]
                                
                                [***]
                                $[***]
                                
                                [***]%[***]
                                
                                [***]
                                $[***]
                                
                                [***]%[***]
                                
                                [***]
                                $[***]
                                
                                [***]%[***]
                                
                                [***]
                                $[***]
                                
                                [***]%[***]
                                
                                [***]
                                $[***]
                                
                                [***]%[***]
                                
                                [***]
                                $[***]
                                
                                [***]%[***]
                                
                                [***]
                                $[***]
                                
                                [***]%[***]
                                
                                [***]
                                $[***]
                                
                                [***]%[***]
                                
                                [***]
                                $[***]
                                
                                [***]%Total
                                
                                
                                $[***]
                                
                                [***]%


*Final
percentage allocation will not exceed 100%.


**  Eligible
for 50% of the Excess Bonus Allocation percentage due to contribution being
limited to either the Commercial financial metrics or to the Residential
Goals.


***100%
of Paul’s excess bonus is discretionary and will be determined at the end of the
year by the CEO & Chairman.  Paul will not only be evaluated for
Commercial financial results and achievement of Residential Goals but also for
his efforts to improve operational relationships company wide.





The
Excess Bonus allocation percentage will be determined at the end of the year by
Paul Lehr, Jim Price and Richard Perlman, within the above ranges, and subject
to final approval by the Compensation Committee.


[***]
Material omitted pursuant to a request for confidential treatment under Rule
24b-2 of the Exchange Act of 1934; filed separately with the Securities and
Exchange Commission







EXHIBIT
B


Residential
Sales and Marketing





Residential
sales and marketing will be shifting to a compensation model similar to the
Commercial Segment.  All non-bonus Plan eligible employees will be
eligible to participate in a quarterly bonus pool calculated at [***]%
of net residential oven sales.  Management will recommend distribution
of the quarterly pool among all Residential Sales and Marketing employees not
eligible for the Annual Performance based Bonus with final approval given by
Steve Beshara and Jim Price.*





*[***]
is a participant in both the Performance Bonus and the Quarterly
Pool.





Performance-based
Annual Bonus Calculation


The Base
Annual Bonus pool is $[***]
and is earned 100% by achieving base Revenue and Gross Margin percentage
metrics.  The base metrics are as follows:





Metric
                                          
                                          BaseRevenue
                                          
                                          $8,228,000Gross
      Margin %
                                          
                                          20.2%





Performance-based
Additional Annual Bonus


Cash
bonus eligible employees are also eligible for an Excess Bonus.  Additionally, it may be earned by
employees not so assigned, who, in management’s view materially contributed to
the results.The triggers for the Excess Bonus calculation are based on
two tiers.  Tier 1 is attained when the Residential segment revenue is
greater than $9,462,200 and Gross Margin Percentage is greater than or equal to
20.2%.  Tier 2 is attained when Residential segment revenue is greater
than $10,285,500 and Gross Margin Percentage is greater than or equal to
20.2%.  The Excess Bonus pool is determined as follows:





Excess
      Tier 1
                                              
                                              Excess
      Tier 2Revenue
                                              
                                              >$9,462,200
                                              
                                              >$10,285,500Gross
      Margin %
                                              
                                              >=20.2%
                                              
                                              >=20.2%Excess
      Bonus Pool %*
                                              
                                              2%
                                              
                                              5%





* Excess
Bonus Pool calculation - If Excess Revenue target is exceed and Gross Margin
target is met or exceeded the excess pool is calculated as follows (Total
Revenue * Excess Bonus pool %).





Bonus
Eligible Employees:


Last Name First
      Name
                                                            
                                                            Division
                                                            2008 Base Annual
      Bonus
                                                            2008 Excess Bonus
                                                              Allocation %
      RangeBeshara,
      Steve
                                                            
                                                            Marketing
                                                            $75,000
                                                            35-50%[***]
                                                            
                                                            [***]
                                                            $[***]
                                                            [***]%[***]
                                                            
                                                            [***]
                                                            $[***]
                                                            [***]%[***]
                                                            
                                                            [***]
                                                            $[***]
                                                            [***]%[***]
                                                            
                                                            [***]
                                                            $[***]
                                                            [***]%[***]
                                                            
                                                            [***]
                                                            $[***]
                                                            [***]%Total
                                                            
                                                            
                                                            $[***]
                                                            [***]%


*Final
percentage allocation will not exceed 100%.


[***]
Material omitted pursuant to a request for confidential treatment under Rule
24b-2 of the Exchange Act of 1934; filed separately with the Securities and
Exchange Commission







The
Excess Bonus allocation percentage will be determined at the end of the year by
Jim Price and Richard Perlman, within the above parameters, and subject to final
approval by the Compensation Committee.


[***]
Material omitted pursuant to a request for confidential treatment under Rule
24b-2 of the Exchange Act of 1934; filed separately with the Securities and
Exchange Commission







EXHIBIT
C


Corporate





Corporate
employees, as detailed below, are eligible to participate in the Incentive
Plan.  All non-bonus plan eligible employees will be eligible to
participate in a quarterly bonus pool as determined by their
manager.





Performance-based
Annual Bonus Calculation


The Base
Annual Bonus pool is $[***]
and is earned as follows:





1.
            25%
      [***]
      upon the attainment of the Commercial segment base financial metrics as
      detailed in Exhibit A;


2.
            25%[***] upon the attainment of the Residential segment base financial
      metrics as detailed in Exhibit B;
and


3.
            50%[***]upon the
      attainment of the Consolidated segment base financial metrics as detailed
      below.





Consolidated
Segment Base Metrics


BaseConsolidated
      Revenue
                                    
                                    $149,149,000Consolidated
      Gross Margin %
                                    
                                    39.7%Consolidated
      EBITDA*
                                    
                                    $6,634,000





*Includes
income and/or expenses related to Garland/ AGA litigation.  Excludes
non-recurring charges (for example, MSLO agreement costs)





Performance-based
Additional Annual Bonus


Cash
bonus eligible employees are also eligible for an Excess Bonus.  Additionally, it may be earned by
employees not so assigned, who, in management’s view materially contributed to
the results.Corporate Excess Bonus will equal 50% of each of the Excess
Bonus pools earned by Dallas Operations (Exhibit A) and Residential Sales and
Marketing (Exhibit B).





Bonus
Eligible Employees:





Last Name First
      Name
                          
                          Division
                          2008 Base Annual
      Bonus
                          
                          2008 Excess Bonus
                            Allocation Percentage
                            RangePerlman,
      Richard
                          
                          Corporate
                          $120,000
                          
                          *Price,
      Jim
                          
                          Corporate
                          $120,000
                          
                          *Cochran,
      Al
                          
                          Corporate
                          $70,000
                          
                          *Fernandez
      de Castro, Miguel
                          
                          Corporate
                          $85,000
                          
                          *[***]
                          
                          Corporate
                          $[***]
                          
                          *[***]
                          
                          Corporate
                          $[***]
                          
                          *[***]
                          
                          Corporate
                          $[***]
                          
                          *[***]
                          
                          Corporate
                          $[***]
                          
                          *[***]
                          
                          Corporate
                          $[***]
                          
                          *[***]
                          
                          Corporate
                          $[***]
                          
                          *Total
                          
                          
                          $[***]
                          
                          100%


*Excess
Bonus Allocation to be determined at year end  by Jim Price and
Richard Perlman subject to Compensation Committee Approval


[***]
Material omitted pursuant to a request for confidential treatment under Rule
24b-2 of the Exchange Act of 1934; filed separately with the Securities and
Exchange Commission







The
Excess Bonus allocation percentage will be determined at year end by Jim Price
and Richard Perlman, within the above parameters, and subject to final approval
by the Compensation Committee.


[***]
Material omitted pursuant to a request for confidential treatment under Rule
24b-2 of the Exchange Act of 1934; filed separately with the Securities and
Exchange Commission







EXHIBIT
D





None











[***]
Material omitted pursuant to a request for confidential treatment under Rule
24b-2 of the Exchange Act of 1934; filed separately with the Securities and
Exchange Commission