Exhibit 10.37
 
 
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OBJECTIVES
  ELIGIBILITY
   PLAN ADMINISTRATION
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PLAN DEFINITIONS
 Revenue
 Cost of Goods Sold
 Gross Margin (GM)
 Operating Profit (Loss)
 Line of Business Operating Profit (Loss)
 Target Incentive
 MBOs
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Executive
    
    DateVP of Human Resources
    
    DateCFO
    
    DateCEO
    
    Date
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Attachment A
 EXECUTIVE INCENTIVE PLAN STATEMENT OF GOALS FOR YEAR 2009
 Craig Vachon
 Percent of Base Salary Payment at Plan:
  CEO Discretionary Multiplier:
 Plan Components:
 A.
    
    ___% of your target bonus will be based on Corporate performance as follows.
 
    
    Achieve GAAP Revenue of $XXM. Achieve Operating Profit (Loss) of $(XX)M. The
Operating Profit (Loss) amount for the purpose of this calculation comprises the GAAP
Operating Profit (Loss) prior to restructuring costs and prior to taking account of
Executive Incentive Plan payment amounts. Payment amounts will be pro-rated between
matrix levels. No payments occur from performance below minimum matrix targets.
 Revenue / OperatingProfit(Loss)Targets
    
    $XX M
    
    $XXM
    
    $XXM
    
    $XXM
    
    $XXM$(XX)M
    
    
    125.0
    %
    
    
    137.5
    %
    
    
    150.0
    %
    
    
    175.0
    %
    
    
    200.0
    %$(XX)M
    
    
    100.0
    %
    
    
    112.5
    %
    
    
    125.0
    %
    
    
    150.0
    %
    
    
    175.0
    %$(XX)M
    
    
    75.0
    %
    
    
    87.5
    %
    
    
    100.0
    %
    
    
    125.0
    %
    
    
    150.0
    %$(XX)M
    
    
    62.5
    %
    
    
    75.0
    %
    
    
    87.5
    %
    
    
    112.5
    %
    
    
    137.5
    %$(XX)M
    
    
    50.0
    %
    
    
    62.5
    %
    
    
    75.0
    %
    
    
    100.0
    %
    
    
    125.0
    %
 B.
    
    ___% of your target bonus will be based on your Line of Business performance as follows.
 
    
    Achieve GAAP Revenue of $XXM. Achieve Operating Profit (Loss) of $(XX)M. The
Operating Profit (Loss) amount for the purpose of this calculation comprises the Line
of Business GAAP Operating Profit (Loss) prior to restructuring costs and prior to
taking account of Executive Incentive Plan payment amounts. Operating Profit (Loss) is
inclusive of allocated Corporate overheads. Payment amounts will be pro-rated between
matrix levels. No payments occur from performance below minimum matrix targets.
 Revenue / OperatingProfit(Loss)Targets
    
    $XX M
    
    $XXM
    
    $XXM
    
    $XXM
    
    $XXM$(XX)M
    
    
    125.0
    %
    
    
    137.5
    %
    
    
    150.0
    %
    
    
    175.0
    %
    
    
    200.0
    %$(XX)M
    
    
    100.0
    %
    
    
    112.5
    %
    
    
    125.0
    %
    
    
    150.0
    %
    
    
    175.0
    %$(XX)M
    
    
    75.0
    %
    
    
    87.5
    %
    
    
    100.0
    %
    
    
    125.0
    %
    
    
    150.0
    %$(XX)M
    
    
    62.5
    %
    
    
    75.0
    %
    
    
    87.5
    %
    
    
    112.5
    %
    
    
    137.5
    %$(XX)M
    
    
    50.0
    %
    
    
    62.5
    %
    
    
    75.0
    %
    
    
    100.0
    %
    
    
    125.0
    %
 C.
    
    ___% of your target bonus will be based on individual MBOs as follows.
 
    
    Line of Business Initiatives as agreed upon with CEO.
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