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                                                                   Exhibit 10.15

                          SIGMATRON INTERNATIONAL, INC.
                              AMENDED AND RESTATED
                    CHANGE-IN-CONTROL SEVERANCE PAYMENT PLAN

                                    ARTICLE I
                               PURPOSE OF THE PLAN

This Amended and Restated Change-in-Control Severance Payment Plan (the "Plan")
has been established by SigmaTron International, Inc., a Delaware corporation
(the "Corporation"), to provide for the payment of severance pay primarily to
selected management and highly compensated employees whose employment with the
Corporation terminates due to certain conditions created by a change in control
of the Corporation.

                                   ARTICLE II
                                   ELIGIBILITY

2.1.  EMPLOYEES COVERED BY PLAN. Only those employees of the Corporation listed
      on Exhibit A are participants in the Plan ("Participants"). No other
      employees are covered by this Plan, unless designated for coverage by the
      Board.

                                   ARTICLE III
                                   DEFINITIONS

3.1.  "BOARD" means the Board of Directors of the Corporation.

3.2.  "CAP" is defined in Section 5.6(a).

3.3.  "CAUSE" in connection with the termination of a Participant's employment
      with the Corporation means: (i) conviction of a felony; (ii) gross
      negligence in the performance of the Participant's duties; (iii)
      deliberate material injury to the Corporation; or (iv) refusal after at
      least ten (10) days written notice from the Board to carry out directions
      of the Board, provided that performance in accordance with such directions
      does not constitute a change in the terms and conditions of the
      Participant's employment as described in Section 4.1. If the Corporation
      could have terminated a Participant's employment for Cause, but lacked
      actual knowledge of any act or omission described above at the time of
      termination, the termination will nevertheless be deemed for Cause upon
      the later discovery of such act or omission. A determination that a
      termination is for Cause, as defined above, will be effective only for the
      purpose of this Plan and will not be determinative with respect to any
      other contract or arrangement between the


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      Corporation and the Participant, unless the Board makes a specific
      determination to the contrary.

3.4.  "CHANGE-IN-CONTROL" means a Change-in-Control of the Corporation. A
      Change-in-Control of the Corporation shall occur upon the happening of any
      one of the following:

      (a) THIRTY PERCENT VOTING SHARES. The acquisition by any entity, person,
      or group of beneficial ownership, as that term is defined in Rule 13d-3
      under the Securities Exchange Act of 1934, of the ownership of more than
      30% in the aggregate of the outstanding capital stock of the Corporation
      entitled to vote for the election of directors; acquisitions by Cyrus
      Tang, a stockholder who is currently the beneficial owner of more than 30%
      of the capital stock of the Corporation, or any affiliate of Cyrus Tang,
      shall not constitute a Change-in-Control.

      (b) CHANGE IN MAJORITY OF DIRECTORS. As a result of, or in connection
      with, any cash tender or exchange offer, merger or other business
      combination, sale of assets or contested election, or any combination of
      the foregoing transactions, the persons who are directors of the
      Corporation before the transaction shall cease to constitute a majority of
      the board or the board of directors of any successor to the Corporation;

      (c) MERGER, CONSOLIDATION OR SHARE EXCHANGE. The Corporation becomes a
      party to a merger, consolidation or share exchange in which either (i) the
      Corporation will not be the surviving corporation or (ii) the Corporation
      will be the surviving corporation and any outstanding shares of common
      stock of the Corporation will be converted into shares of any other
      company (other than a reincorporation or the establishment of a holding
      company involving no change of ownership of the Corporation) or other
      securities or cash or other property (excluding payments made solely for
      fractional shares); or

      (d) SALE OF ASSETS. All or substantially all of the assets and business of
      the Corporation are sold, transferred or assigned to, or otherwise
      acquired by, any other entity or entities.

In no event shall the distribution by the Corporation to its shareholders of
stock in a subsidiary be deemed a Change-in-Control.

3.5.  "CODE" means the Internal Revenue Code of 1986, as amended.

3.6.  "INVOLUNTARY TERMINATION OF EMPLOYMENT" means any termination of a
      Participant's employment with the Corporation unless the termination of
      employment is due to or is on account of:

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      (a) death;

      (b) resignation or retirement without the occurrence of one or more of the
      payment conditions described in Subsections (b), (c), (d), (e), (f) or (g)
      in Section 4.1 within sixty (60) days prior to the Participant's
      resignation or retirement date;

      (c) disability; or

      (d) Cause.

3.7.  "MINIMUM PAYMENT" is defined in Section 5.6(b).


                                   ARTICLE IV
                               PAYMENT CONDITIONS

4.1.  CHANGE IN EMPLOYMENT TERMS AND CONDITIONS. Any Participant who, at any
      time within twenty-four (24) months immediately following the effective
      date of a Change-in-Control, sustains one or more of the following changes
      in the terms and conditions of their employment shall receive the
      Severance Payment described in Article V. The changes in the terms and
      conditions of employment causing a Severance Payment are:

      (a) Involuntary Termination of Employment;

      (b) reduction in salary or material reduction in the Participant's fringe
      benefits to which Participant is entitled, including a reduction in the
      number of paid vacation days in any year, unless such reduction in
      benefits is nondiscriminatory and the resulting level of benefits is
      consistent with that available to employees with similar authority and
      length of service, which as to a Participant shall include service with
      the Corporation before a Change-in-Control;

      (c) reduction in eligibility to participate in employee benefit plans or
      reduction in eligibility to participate in other compensation plans,
      including but not limited to, incentive bonus plans or stock option plans,
      unless such reduction in eligibility is non-discriminatory and the
      resulting level of eligibility is consistent with that available to
      employees with similar authority and length of service, which as to
      Participant shall include service with the Corporation before a
      Change-in-Control;

      (d) reduction in job responsibility and/or authority or the assignment of
      duties of a non-executive nature or for which the Participant is not
      reasonably equipped by his/her skills and experience;

      (e) request to relocate the Participant's principal business office or
      residence by

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      more than fifty (50) miles or assignment of duties that would reasonably
      require such relocation;

      (f) assignment of duties to the Participant which would reasonably require
      him/her to spend significantly more normal working days away from his/her
      principal business office or residence during any consecutive twelve-month
      period than such Participant was so required to spend on average during
      the three (3) consecutive twelve-month periods immediately preceding the
      date of a Change-in-Control; or

      (g) failure to provide office facilities, secretarial services, and other
      administrative services to the Participant which are substantially
      equivalent to the facilities and services provided to the Participant on
      the date of the Change-in-Control.

4.2.  TERMINATION OF EMPLOYMENT. Notwithstanding Section 4.1, a Participant who
      sustains one or more of the changes described in Section 4.1 (b), (c),
      (d), (e), (f) and (g) above must terminate his/her employment by written
      notice to the Corporation within seven (7) days after the change in
      employment terms and conditions in order to receive a Severance Payment.
      Each Change-in-Control will renew a Participant's right to terminate
      employment and receive a Severance Payment. In no event shall a
      Participant be entitled to more than one Severance Payment under this
      Plan.

                                    ARTICLE V
                                SEVERANCE PAYMENT

5.1.  SEVERANCE PAY. A Participant who satisfies the payment conditions under
      Article IV will receive a Severance Payment equal to that amount set forth
      opposite such Participant's name on Exhibit A hereto, subject to
      adjustments as otherwise provided in this Article V.

5.2.  GOLDEN PARACHUTE RESTRICTION.

      (a) REDUCTION FOR "PARACHUTE PAYMENT." Notwithstanding anything above in
      this Article V, if the Participant is a "disqualified individual" (as
      defined in Code Section 280G(c)), and the Severance Payment provided for
      in this Article, together with any other payments which the Participant
      has the right to receive from the Corporation (or its affiliates and
      subsidiaries), would constitute a "parachute payment" (as defined in Code
      Section 280G(b)(2)), the Severance Payment shall be reduced. The reduction
      shall be in an amount so that the present value of the total amount
      received by the Participant from the Corporation or its affiliates and
      subsidiaries will be one dollar ($1.00) less than three (3) times the
      Participant's base amount (as defined in Code Section 280G) and so that no
      portion of the

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      amounts received by the Participant shall be subject to the excise tax
      imposed by Code Section 4999.


      (b) REPAYMENT OF EXCESS AMOUNT. If through error or otherwise a
      Participant should receive payments under this Plan, together with other
      payments the Participant has the right to receive from the Corporation on
      account of a change in control as defined in Code Section 280G, excluding
      any qualified retirement plan payments, in excess of one dollar ($1.00)
      less than three times his/her base amount, the Participant shall
      immediately repay the excess to the Corporation upon notification that an
      overpayment has been made.

5.3.  UNFUNDED PLAN. Payments under this Plan shall be made from the general
      funds of the Corporation. Nothing contained in this Plan shall give a
      Participant any right, title or interest in any property of the
      Corporation.

5.4.  MODIFICATION OR WAIVER. A Participant's rights under the Plan may be
      waived or modified by the written agreement of the affected Participant
      and the Corporation. Nothing herein will prohibit a divergence between the
      terms and conditions of a waiver or modification agreed to by any one
      Participant and the terms and conditions agreed to by any other
      Participant.

5.5.  LONGEVITY. To the extent the Participant has been a Participant in the
      Plan for less than thirty-six (36) months at the time of the
      Change-in-Control, the Participant's Severance Payment shall be reduced by
      multiplying the Severance Payment by a fraction, the numerator of which is
      represented by the number of full months the Participant has been a
      Participant in the Plan and the denominator is 36. For example, if a
      Change-in-Control occurs during the 31st month after a Participant has
      been selected as such by the Board and the Participant timely exercises
      his right to receive the Severance Payment, the Participant's Severance
      Payment shall be the amount resulting from multiplying the Severance
      Payment by 30/36.

5.6.  CAP.

      (a)   In the event the employment of one or more Participants is
            terminated voluntarily or involuntarily within seven (7) days after
            a Change-in-Control, the aggregate amount of Severance Payments paid
            to all such Participants relating to that Change-in-Control shall
            not exceed 15% of the market value of all of the Corporation's
            capital stock on the date of the Change-in-Control (the "Cap"). The
            market value shall, for publicly traded securities, be the mean
            average price of the security for the ten-day period immediately
            preceding the Change-in-Control determined for each of the said ten
            days by the average of the highest and lowest trades on that day
            times the total number of issued and outstanding shares.

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      (b)   The amount of each of the Severance Payments subject to the Cap
            shall be calculated as follows:

            (i)   If the Cap equals or exceeds $100,000 times the number of
                  Participants sharing in the Severance Payments subject to the
                  Cap, each Participant shall receive a minimum payment of
                  $100,000 (the "Minimum Payment"). In addition, each
                  Participant shall receive his/her pro rata share of the amount
                  of the Cap exceeding the aggregate of the Minimum Payments,
                  determined by multiplying the excess amount by a fraction, the
                  numerator of which is the number of full months of employment
                  of that Participant and the denominator is the sum of the full
                  months of employment of all such Participants. If the
                  resulting sum with respect to any Participant is greater than
                  the Severance Payment for that Participant without regard to
                  the Cap, the Severance Payment of that Participant shall not
                  be increased above the amount provided by Exhibit A. The
                  amount in excess of the Severance Payment generated by the
                  formula of this Subsection for that Participant shall be
                  distributed among the Participants whose Severance Payment is
                  decreased by this Subsection pro rata by multiplying the
                  excess amount by a fraction, the numerator of which is the
                  number of full months of employment of each such Participant
                  and the denominator of which is the sum of the full months of
                  employment of all such Participants. This calculation shall be
                  repeated as often as necessary to allow a distribution of the
                  Cap prorated as described above so that no Participant
                  receives greater than the Severance Payment to which that
                  Participant is entitled under Exhibit A.

            (ii)  If the Cap is less than $100,000 times the number of
                  Participants sharing in the Severance Payments, the Severance
                  Payment to each such Participant shall be the Cap divided by
                  the number of such Participants.

            (iii) An example of the allocations described in this Subsection is
                  set forth as Exhibit B, assuming hypothetically that the Cap
                  equals $2,100,000.

                                   ARTICLE VI
                                  PAYMENT TERMS

6.1.  FORM. Severance Payments shall be made in a single lump sum within
      fourteen (14) days after the date of the Participant's termination of
      employment.

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6.2.  LATE CHARGE AND INTEREST. In the event a Severance Payment or any portion
      thereof is not paid within fourteen (14) days after the later of the date
      provided for payment in Section 6.1 or the Participant's written request
      for payment under this Plan, and the payment remains unmade for five (5)
      days after written notice of such non-payment is given to the Corporation,
      the Corporation shall pay the affected Participant an additional
      twenty-five percent (25%) of the delinquent amount. In addition, the
      Corporation shall pay the affected Participant interest at a rate of
      twelve percent (12%) per annum in relation to the delinquent amount which
      interest shall accrue from the date provided for payment in Section 6.1
      until such delinquent amount is paid.

                                   ARTICLE VII
                            AMENDMENT AND TERMINATION

7.1.  BEFORE CHANGE-IN-CONTROL. This Plan may be amended from time to time or
      terminated by action of the Board. This Plan will also automatically
      terminate if the Company (1) is legally dissolved, (2) makes a general
      assignment for the benefit of its creditors or (3) files for protection
      under the United States Bankruptcy Code.

7.2.  UPON OR AFTER CHANGE-IN-CONTROL. Notwithstanding the foregoing, the Plan
      may not be amended or discontinued by the Corporation or the Board in
      conjunction with or after the effective date of a Change-in-Control.

                                  ARTICLE VIII
                                   ARBITRATION

8.1.  Except as otherwise provided herein, any controversy or claim arising out
      of or relating to this Agreement or the breach hereof shall be settled by
      arbitration in accordance with such rules as may be agreed upon by the
      Corporation and Participant, or, failing agreement, in accordance with the
      Commercial Arbitration Rules of the American Arbitration Association (the
      "AAA") as such rules may be modified herein.

8.2.  An award rendered in connection with an arbitration pursuant to this
      Section shall be final and binding, and judgment upon such an award may be
      entered and enforced in any court of competent jurisdiction.

8.3.  The Forum for arbitration under this Section shall be Chicago, Illinois
      and the governing law for such arbitration shall be the laws of the State
      of Illinois.

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8.4.  Arbitration under this Section shall be conducted by a single arbitrator
      selected jointly by the Corporation and Participant. If within thirty (30)
      days after a demand for arbitration is made, the Corporation and
      Participant are unable to agree on a single arbitrator, three arbitrators
      shall be appointed. The Corporation and Participant shall each select one
      arbitrator and those two arbitrators shall then select within thirty (30)
      days a third neutral arbitrator. In connection with the selection of a
      single arbitrator or the third arbitrator, consideration shall be given to
      familiarity with the electronics manufacturing services industry and
      related products and experience in dispute resolution between parties, as
      a judge or otherwise. If the arbitrators selected by the Corporation and
      Participant cannot agree on a third arbitrator, they shall discuss the
      qualifications of such third arbitrator with the AAA prior to selection of
      such arbitrator, which selection shall be in accordance with the
      Commercial Arbitration Rules of AAA.

8.5.  If an arbitrator cannot continue to serve, a successor to an arbitrator
      selected by the Corporation and Participant shall be also selected by the
      same party, and a successor to a neutral arbitrator shall be selected as
      specified in subsection 8.4 of this Section. A full rehearing will be held
      only if the neutral arbitrator is unable to continue to serve or if the
      remaining arbitrators unanimously agree that such a rehearing is
      appropriate.

8.6.  The arbitrator or arbitrators shall be guided, but not bound, by the
      Federal Rules of Evidence and by the procedural rules, including discovery
      provisions, of the Federal Rules of Civil Procedure. Any discovery shall
      be limited to information directly relevant to the controversy or claim in
      arbitration.

8.7.  The parties shall each be responsible for their own costs and expenses,
      except for the fees and expenses of the arbitrators, which shall be shared
      equally by the Corporation and Participant. Notwithstanding the above, the
      Corporation shall pay the arbitration expenses, including reasonable
      attorneys' fees, incurred by any Participant in arbitration hereunder in
      which such Participant successfully seeks to enforce his/her rights under
      the Plan.

                                   ARTICLE IX
                                  MISCELLANEOUS

9.1.  NO GUARANTEES. Nothing in this Plan will give Participants a separate
      right to continued employment, compensation level or position with the
      Corporation.

9.2.  APPLICABLE LAW. To the extent not preempted by federal law, this Plan will
      be construed in accordance with the laws (other than the conflict of laws
      provisions) of the State of Illinois.

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9.3.  PARTICIPANT ASSIGNMENT. No interest of any Participant under this Plan, or
      any right to receive any payment or distribution hereunder, shall be
      subject in any manner to sale, transfer, assignment, pledge, attachment,
      garnishment, or other alienation or encumbrance of any kind, nor may such
      interest or right to receive a payment or distribution be taken,
      voluntarily or involuntarily, for the satisfaction of the obligations or
      debts of, or other claims against, the Participant including claims for
      alimony, support, separate maintenance, and claims in bankruptcy
      proceedings.

9.4.  SEVERABILITY. In the event any provision of this Plan is held illegal or
      invalid, the remaining provisions of this Plan shall not be affected
      thereby.

9.5.  SUCCESSORS. The Plan shall be binding upon and inure to the benefit of the
      Corporation, the Participants and their respective heirs, representatives
      and successors.

9.6.  NOTICE. Notices under this Plan shall be in writing and sent by registered
      mail, return receipt requested, to the following addresses or to such
      other address as the party being notified may have previously furnished to
      the other party by written notice:

      If to the Corporation:

      SigmaTron International, Inc.
      2201 Landmeier Road
      Elk Grove Village, IL  60007
      Attention:  President

      If to a Participant:

      The address last indicated on the records of the Corporation.

      IN WITNESS WHEREOF, the Corporation has adopted this Amended and Restated
Change-in-Control Severance Payment Plan as of this 30th day of May, 2002.

                                              SigmaTron International, Inc.

Attest:                                       By: /s/ Gary R. Fairhead
                                                  ------------------------------
                                              Its: President

By: /s/ Linda K. Blake
    -------------------------------
Secretary

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