**Exhibit 10.36**

**KEY TRONIC CORPORATION**

**2010 INCENTIVE PLAN**

**SECTION 1. PURPOSE**

Thepurpose of the Key Tronic Corporation 2010 Incentive Plan is to attract, retain and motivate employees, officers, directors, consultants, agents, advisors and independent contractors of the Company and its Related Companies by providing them theopportunity to acquire a proprietary interest in the Company and to align their interests and efforts to the long-term interests of the Company’s shareholders. 

**SECTION 2. DEFINITIONS**

Certain capitalized terms used in the Plan have the meanings set forth in Appendix A. 

**SECTION 3. ADMINISTRATION**

 

(a) The Planshall be administered by the Board or the Compensation Committee, which shall be composed of two or more directors, each of whom is a “non-employee director” within the meaning of Rule 16b-3(b)(3) promulgated under the Exchange Act, or anysuccessor definition adopted by the Securities and Exchange Commission, and an “outside director” within the meaning of Section 162(m) of the Code, or any successor provision thereto. 

(b) Notwithstanding the foregoing, the Board may delegate concurrent responsibility for administering the Plan, including with respect to designatedclasses of Eligible Persons, to different committees consisting of two or more members of the Board, subject to such limitations as the Board deems appropriate, except with respect to Awards to Participants who are subject to Section 16 of theExchange Act or Awards granted pursuant to Section 15 of the Plan. Members of any committee shall serve for such term as the Board may determine, subject to removal by the Board at any time. To the extent consistent with applicable law, theBoard may authorize one or more senior executive officers of the Company to grant Awards to designated classes of Eligible Persons, within limits specifically prescribed by the Board; provided, however, that no such officer shall have or obtainauthority to grant Awards to himself or herself or to any person subject to Section 16 of the Exchange Act. 

(c) All references in the Plan to the “***Committee***” shall be, as applicable, to theBoard, the Compensation Committee or any other committee or any officer to whom authority has been delegated to administer the Plan. 

 
**3.2****Administration and Interpretation by Committee**
(a) Except for the terms and conditions explicitly set forth in the Plan and to the extent permitted by applicable law, the Committee shall have fullpower and exclusive authority, subject to such orders or resolutions not inconsistent with the provisions of the Plan as may from time to time be adopted by the Board or a committee composed of members of the Board, to (i) select the EligiblePersons to whom Awards may from time to time be granted under the Plan; (ii) determine the type or types of Award to be granted to each Participant under the Plan; (iii) determine the number of shares of Common Stock to be covered by eachAward granted under the Plan; (iv) determine the terms and conditions of any Award granted under the Plan; (v) approve the forms of notice or agreement for use under the Plan; (vi) determine whether, to what extent and under whatcircumstances Awards may be settled in cash, shares of Common Stock or other property or canceled or suspended; (vii) interpret and administer the Plan and any instrument evidencing an Award, notice or agreement executed or entered into underthe Plan; (viii) establish such rules and regulations as it shall deem appropriate for the proper administration of the Plan; (ix) delegate ministerial duties to such of the Company’s employees as it so determines; and (x) makeany other determination and take any other action that the Committee deems necessary or desirable for administration of the Plan. 

(b) In noevent, however, shall the Committee have the right, without shareholder approval, to (i) lower the price of an Option after it is granted, except in connection with adjustments provided in Section 14.1; (ii) take any other action thatis treated as a repricing under generally accepted accounting principles; or (iii) cancel an Option at a time when its strike price exceeds the Fair Market Value of the underlying stock, in exchange for another option, restricted stock, orother equity, unless the cancellation and exchange occurs in connection with a merger, acquisition, spin-off or other similar corporate transaction. 

(c) The effect on the vesting of an Award of a Company-approved leave of absence or a Participant’s reduction in hours of employment or serviceshall be determined by the Compensation Committee, whose determination shall be final. 

(d) Decisions of the Committee shall be final,conclusive and binding on all persons, including the Company, any Participant, any shareholder and any Eligible Person. A majority of the members of the Committee may determine its actions. 

 

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**SECTION 4. SHARES SUBJECT TO THE PLAN**

 
**4.1****Authorized Number of Shares**
Subject toadjustment from time to time as provided in Section 14.1, a maximum of 1,200,000 shares of Common Stock shall be available for issuance under the Plan. Shares issued under the Plan shall be drawn from authorized and unissued shares. 

 
**4.2****Share Usage**
(a) Shares of Common Stockcovered by an Award shall not be counted as used unless and until they are actually issued and delivered to a Participant. If any Award lapses, expires, terminates or is canceled prior to the issuance of shares thereunder or if shares of CommonStock are issued under the Plan to a Participant and thereafter are forfeited to or otherwise reacquired by the Company, the shares subject to such Awards and the forfeited or reacquired shares shall again be available for issuance under the Plan.Any shares of Common Stock (i) tendered by a Participant or retained by the Company as full or partial payment to the Company for the purchase price of an Award or to satisfy tax withholding obligations in connection with an Award, or(ii) covered by an Award that is settled in cash, or in a manner such that some or all of the shares of Common Stock covered by the Award are not issued, shall be available for Awards under the Plan. The number of shares of Common Stockavailable for issuance under the Plan shall not be reduced to reflect any dividends or dividend equivalents that are reinvested into additional shares of Common Stock or credited as additional shares of Common Stock subject or paid with respect toan Award. 

(b) The Committee shall also, without limitation, have the authority to grant Awards as an alternative to or as the form of paymentfor grants or rights earned or due under other compensation plans or arrangements of the Company. 

(c) Notwithstanding any other provision ofthe Plan to the contrary, the Committee may grant Substitute Awards under the Plan. Substitute Awards shall not reduce the number of shares authorized for issuance under the Plan. In the event that an Acquired Entity has shares available for awardsor grants under one or more preexisting plans not adopted in contemplation of such acquisition or combination, then, to the extent determined by the Board or the Compensation Committee, the shares available for grant pursuant to the terms of suchpreexisting plan (as adjusted, to the extent appropriate, using the exchange ratio or other adjustment or valuation ratio or formula used in such acquisition or combination to determine the consideration payable to holders of common stock of theentities that are parties to such acquisition or combination) may be used for Awards under the Plan and shall not reduce the number of shares of Common Stock authorized for issuance under the Plan; provided, however, that Awards using such availableshares shall not be made after the date awards or grants could have been made under the terms of such preexisting plans, absent the acquisition or combination, and shall only be made to individuals who were not employees or directors of the Companyor a Related Company prior to such acquisition or combination. In the event that a written agreement between the Company and an Acquired Entity pursuant to which a merger or consolidation or statutory share exchange is completed is approved by the

 

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Board and that agreement sets forth the terms and conditions of the substitution for or assumption of outstanding awards of the Acquired Entity, those terms and conditions shall be deemed to bethe action of the Committee without any further action by the Committee, except as may be required for compliance with Rule 16b-3 under the Exchange Act, and the persons holding such awards shall be deemed to be Participants. 

**SECTION 5. ELIGIBILITY**

An Award may be granted to any employee, officer or director of the Company or a Related Company whom the Committee from time to time selects. An Awardmay also be granted to any consultant, agent, advisor or independent contractor for bona fide services rendered to the Company or any Related Company that (a) are not in connection with the offer and sale of the Company’s securities in acapital-raising transaction and (b) do not directly or indirectly promote or maintain a market for the Company’s securities. 

**SECTION 6. AWARDS**

 
**6.1****Form, Grant and Settlement of Awards**
TheCommittee shall have the authority, in its sole discretion, to determine the type or types of Awards to be granted under the Plan. Such Awards may be granted either alone or in addition to or in tandem with any other type of Award. Any Awardsettlement may be subject to such conditions, restrictions and contingencies as the Committee shall determine. 

 
**6.2****Evidence of Awards**
Awards granted underthe Plan shall be evidenced by a written, including an electronic, instrument that shall contain such terms, conditions, limitations and restrictions as the Committee shall deem advisable and that are not inconsistent with the Plan. 

 
**6.3****Dividends and Distributions**
Participantsmay, if the Committee so determines, be credited with dividends paid with respect to shares of Common Stock underlying an Award in a manner determined by the Committee in its sole discretion. The Committee may apply any restrictions to the dividendsor dividend equivalents that the Committee deems appropriate. The Committee, in its sole discretion, may determine the form of payment of dividends or dividend equivalents, including cash, shares of Common Stock, Restricted Stock or Stock Units.Notwithstanding the foregoing, the right to any dividends or dividend equivalents declared and paid on the number of shares underlying an Option or a Stock Appreciation Right may not be contingent, directly or indirectly on the exercise of theOption or Stock Appreciation Right, and must comply with or qualify for an exemption under Section 409A. Also notwithstanding the foregoing, the right to any dividends or dividend equivalents declared and paid on Restricted Stock must(a) be paid at the same time such dividends or dividend equivalents are paid to other shareholders and (b) comply with or qualify for an exemption under Section 409A. 

 

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**SECTION 7. OPTIONS**

 
**7.1****Grant of Options**
The Committee may grantOptions, which shall be nonqualified stock options that are not intended to qualify as “incentive stock options” as that term is defined for purposes of Section 422 of the Code or any successor provision. 

 
**7.2****Option Exercise Price**
Options shall begranted with an exercise price per share not less than 100% of the Fair Market Value of the Common Stock on the Grant Date, except in the case of Substitute Awards. Notwithstanding the foregoing, the Committee may grant nonqualified stock optionswith an exercise price per share of less than the Fair Market Value of the Common Stock on the Grant Date if the Option meets all the requirements for Awards that are considered “deferred compensation” within the meaning ofSection 409A. 

 
**7.3****Term of Options**
Subject to earliertermination in accordance with the terms of the Plan and the instrument evidencing the Option, the maximum term of an Option shall be ten years from the Grant Date. 

 
**7.4****Exercise of Options**
(a) The Committeeshall establish and set forth in each instrument that evidences an Option the time at which, or the installments in which, the Option shall vest and become exercisable, any of which provisions may be waived or modified by the Committee at any time.

(b) To the extent an Option has vested and become exercisable, the Option may be exercised in whole or from time to time in part by deliveryto or as directed or approved by the Company of a properly executed stock option exercise agreement or notice, in a form and in accordance with procedures established by the Committee, setting forth the number of shares with respect to which theOption is being exercised, the restrictions imposed on the shares purchased under such exercise agreement or notice, if any, and such representations and agreements as may be required by the Committee, accompanied by payment in full as described inSections 7.5. An Option may be exercised only for whole shares and may not be exercised for less than a reasonable number of shares at any one time, as determined by the Committee. 

 
**7.5****Payment of Exercise Price**
The exerciseprice for shares purchased under an Option shall be paid in full to the Company by delivery of consideration equal to the product of the Option exercise price and the number of shares purchased. Such consideration must be paid before the Companywill issue the shares being purchased and must be in a form or a combination of forms acceptable to the Committee for that purchase, which forms may include: 

(a) cash; 

 

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(b) check or wire transfer; 

(c) having the Company withhold shares of Common Stock that would otherwise be issued on exercise of the Option that have an aggregate Fair Market Valueequal to the aggregate exercise price of the shares being purchased under the Option; 

(d) tendering (either actually or, so long as theCommon Stock is registered under Section 12(b) or 12(g) of the Exchange Act, by attestation) shares of Common Stock owned by the Participant that have an aggregate Fair Market Value equal to the aggregate exercise price of the shares beingpurchased under the Option; 

(e) so long as the Common Stock is registered under Section 12(b) or 12(g) of the Exchange Act, and to theextent permitted by law, delivery of a properly executed exercise agreement or notice, together with irrevocable instructions to a brokerage firm designated or approved by the Company to deliver promptly to the Company the aggregate amount ofproceeds to pay the Option exercise price and any withholding tax obligations that may arise in connection with the exercise, all in accordance with the regulations of the Federal Reserve Board; or 

(f) such other consideration as the Committee may permit. 

 
**7.6****Effect of Termination of Service**
(a) TheCommittee shall establish and set forth in each instrument that evidences an Option whether the Option shall continue to be exercisable, and the terms and conditions of such exercise, after a Termination of Service, any of which provisions may bewaived or modified by the Committee at any time. 

(b) If the exercise of the Option following a Participant’s Termination of Service, butwhile the Option is otherwise exercisable, would be prohibited solely because the issuance of Common Stock would violate the registration requirements under the Securities Act or similar requirements under the laws of any state or foreignjurisdiction, then the Option shall remain exercisable until the earlier of (i) the Option Expiration Date and (ii) the expiration of a period of three months (or such longer period of time as determined by the Committee in its solediscretion) after the Participant’s Termination of Service during which the exercise of the Option would not be in violation of such Securities Act or other requirements. 

 

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**SECTION 8. STOCK APPRECIATION RIGHTS**

 
**8.1****Grant of Stock Appreciation Rights**
TheCommittee may grant Stock Appreciation Rights to Participants at any time on such terms and conditions as the Committee shall determine in its sole discretion. An SAR may be granted in tandem with an Option or alone (“freestanding”). Thegrant price of a tandem SAR shall be equal to the exercise price of the related Option. The grant price of a freestanding SAR shall be established in accordance with procedures for Options set forth in Section 7.2. An SAR may be exercised uponsuch terms and conditions and for such term as the Committee determines in its sole discretion; provided, however, that, subject to earlier termination in accordance with the terms of the Plan and the instrument evidencing the SAR, the maximum termof a freestanding SAR shall be ten years, and in the case of a tandem SAR, (a) the term shall not exceed the term of the related Option and (b) the tandem SAR may be exercised for all or part of the shares subject to the related Optionupon the surrender of the right to exercise the equivalent portion of the related Option, except that the tandem SAR may be exercised only with respect to the shares for which its related Option is then exercisable. 

 
**8.2****Payment of SAR Amount**
Upon the exerciseof an SAR, a Participant shall be entitled to receive payment in an amount determined by multiplying: (a) the difference between the Fair Market Value of the Common Stock on the date of exercise over the grant price of the SAR by (b) thenumber of shares with respect to which the SAR is exercised. At the discretion of the Committee as set forth in the instrument evidencing the Award, the payment upon exercise of an SAR may be in cash, in shares, in some combination thereof or in anyother manner approved by the Committee in its sole discretion. 

 
**8.3****Waiver of Restrictions**
The Committee, inits sole discretion, may waive any other terms, conditions or restrictions on any SAR under such circumstances and subject to such terms and conditions as the Committee shall deem appropriate. 

**SECTION 9. STOCK AWARDS, RESTRICTED STOCK AND STOCK UNITS**

 
**9.1****Grant of Stock Awards, Restricted Stock and Stock Units**
The Committee may grant Stock Awards, Restricted Stock and Stock Units on such terms and conditions and subject to such repurchase or forfeiturerestrictions, if any, which may be based on continuous service with the Company or a Related Company or the achievement of any performance goals, as the Committee shall determine in its sole discretion, which terms, conditions and restrictions shallbe set forth in the instrument evidencing the Award. 

 

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**9.2****Vesting of Restricted Stock and Stock Units**
Upon the satisfaction of any terms, conditions and restrictions prescribed with respect to Restricted Stock or Stock Units, or upon a Participant’srelease from any terms, conditions and restrictions of Restricted Stock or Stock Units, as determined by the Committee (a) the shares of Restricted Stock covered by each Award of Restricted Stock shall become freely transferable by theParticipant, and (b) Stock Units shall be paid in shares of Common Stock or, if set forth in the instrument evidencing the Awards, in cash or a combination of cash and shares of Common Stock. Any fractional shares subject to such Awards shallbe paid to the Participant in cash. 

 
**9.3****Waiver of Restrictions**
The Committee, inits sole discretion, may waive the repurchase or forfeiture period and any other terms, conditions or restrictions on any Restricted Stock or Stock Unit under such circumstances and subject to such terms and conditions as the Committee shall deemappropriate. 

**SECTION 10. PERFORMANCE AWARDS**

 
**10.1****Performance Shares**
The Committee maygrant Awards of Performance Shares, designate the Participants to whom Performance Shares are to be awarded and determine the number of Performance Shares and the terms and conditions of each such Award. Performance Shares shall consist of a unitvalued by reference to a designated number of shares of Common Stock, which value may be paid to the Participant by delivery of shares of Common Stock or, if set forth in the instrument evidencing the Award, of such property as the Committee shalldetermine, including, without limitation, cash, shares of Common Stock, other property, or any combination thereof, upon the attainment of performance goals, as established by the Committee, and other terms and conditions specified by the Committee.The amount to be paid under an Award of Performance Shares may be adjusted on the basis of such further consideration as the Committee shall determine in its sole discretion. 

 
**10.2****Performance Units**
The Committee maygrant Awards of Performance Units, designate the Participants to whom Performance Units are to be awarded and determine the number of Performance Units and the terms and conditions of each such Award. Performance Units shall consist of a unit valuedby reference to a designated amount of property other than shares of Common Stock, which value may be paid to the Participant by delivery of such property as the Committee shall determine, including, without limitation, cash, shares of Common Stock,other property, or any combination thereof, upon the attainment of performance goals, as established by the Committee, and other terms and conditions specified by the Committee. The amount to be paid under an Award of Performance Units may beadjusted on the basis of such further consideration as the Committee shall determine in its sole discretion. 

 

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**SECTION 11. OTHER STOCK OR CASH-BASED AWARDS**

Subject to the terms of the Plan and such other terms and conditions as the Committee deems appropriate, the Committee may grant other incentives payablein cash or in shares of Common Stock under the Plan. 

**SECTION 12. WITHHOLDING**

The Company may require the Participant to pay to the Company the amount of (a) any taxes that the Company is required by applicable federal, state,local or foreign law to withhold with respect to the grant, vesting or exercise of an Award (“tax withholding obligations”) and (b) any amounts due from the Participant to the Company or to any Related Company (“otherobligations”). Notwithstanding any other provision of the Plan to the contrary, the Company shall not be required to issue any shares of Common Stock or otherwise settle an Award under the Plan until such tax withholding obligations and otherobligations are satisfied. 

The Committee may permit or require a Participant to satisfy all or part of the Participant’s tax withholdingobligations and other obligations by (a) paying cash to the Company, (b) having the Company withhold an amount from any cash amounts otherwise due or to become due from the Company to the Participant, (c) having the Company withhold anumber of shares of Common Stock that would otherwise be issued to the Participant (or become vested, in the case of Restricted Stock) having a Fair Market Value equal to the tax withholding obligations and other obligations, or(d) surrendering a number of shares of Common Stock the Participant already owns having a value equal to the tax withholding obligations and other obligations. The value of the shares so withheld or tendered may not exceed the employer’sminimum required tax withholding rate. 

**SECTION 13. ASSIGNABILITY**

No Award or interest in an Award may be sold, assigned, pledged (as collateral for a loan or as security for the performance of an obligation or for anyother purpose) or transferred by a Participant or made subject to attachment or similar proceedings otherwise than by will or by the applicable laws of descent and distribution, except to the extent the Participant designates one or morebeneficiaries on a Company-approved form who may exercise the Award or receive payment under the Award after the Participant’s death. During a Participant’s lifetime, an Award may be exercised only by the Participant. Notwithstanding theforegoing, the Committee, in its sole discretion, may permit a Participant to assign or transfer an Award subject to such terms and conditions as the Committee shall specify. 

**SECTION 14. ADJUSTMENTS**

 
**14.1****Adjustment of Shares**
In the event, atany time or from time to time, a stock dividend, stock split, spin-off, combination or exchange of shares, recapitalization, merger, consolidation, statutory share exchange, distribution to shareholders other than a normal cash dividend, or otherchange in 

 

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the Company’s corporate or capital structure results in (a) the outstanding shares of Common Stock, or any securities exchanged therefor or received in their place, being exchanged fora different number or kind of securities of the Company or (b) new, different or additional securities of the Company or any other company being received by the holders of shares of Common Stock, then the Committee shall make proportionaladjustments in (i) the maximum number and kind of securities available for issuance under the Plan; (ii) the maximum numbers and kind of securities set forth in Section 15.3; and (iii) the number and kind of securities that aresubject to any outstanding Award and the per share price of such securities, without any change in the aggregate price to be paid therefor. The determination by the Committee, as to the terms of any of the foregoing adjustments, shall be conclusiveand binding. 

Notwithstanding the foregoing, the issuance by the Company of shares of stock of any class, or securities convertible intoshares of stock of any class, for cash or property, or for labor or services rendered, either upon direct sale or upon the exercise of rights or warrants to subscribe therefor, or upon conversion of shares or obligations of the Company convertibleinto such shares or other securities, shall not affect, and no adjustment by reason thereof shall be made with respect to, outstanding Awards. Also notwithstanding the foregoing, a dissolution or liquidation of the Company or a Company Transactionshall not be governed by this Section 14.1 but shall be governed by Sections 14.2 and 14.3, respectively. 

 
**14.2****Dissolution or Liquidation**
To the extentnot previously exercised or settled, and unless otherwise determined by the Committee in its sole discretion, Awards shall terminate immediately prior to the dissolution or liquidation of the Company. To the extent a vesting condition, forfeitureprovision or repurchase right applicable to an Award has not been waived by the Committee, the Award shall be forfeited immediately prior to the consummation of the dissolution or liquidation. 

 
**14.3****Change in Control**
Notwithstanding anyother provision of the Plan to the contrary, unless the Committee shall determine otherwise in the instrument evidencing the Award or in a written employment, services or other agreement between the Participant and the Company or a Related Company,in the event of a Change in Control: 

(a) All outstanding Awards, other than Performance Shares and Performance Units, shall become fully andimmediately vested and exercisable, and all applicable restrictions or forfeiture provisions shall lapse, immediately prior to the Change in Control and shall terminate at the effective time of the Change in Control; provided, however, that withrespect to a Change in Control that is a Company Transaction in which such Awards could be converted, assumed or replaced by the Successor Company, any such Awards that vest based on continuous employment or service with the Company shall becomefully and immediately 

 

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vested and exercisable, and all applicable restrictions or forfeiture provisions shall lapse, only if and to the extent such Awards are not converted, assumed or replaced by the SuccessorCompany. If an Option or a Stock Appreciation Right shall become fully and immediately vested and exercisable in lieu of being converted, assumed or replaced by the Successor Company in the event of a Company Transaction, the Committee shall notifythe Participant in advance of the anticipated closing date of such transaction in writing or electronically that the Option or Stock Appreciation Right shall be fully vested and exercisable for a specified time period after the date of such notice,and the Option or Stock Appreciation Right, to the extent not exercised, shall terminate upon the expiration of such period, in each case conditioned on the consummation of the Company Transaction. Such notice shall be given to the Participant atleast seven days prior to the expiration of such period. 

For the purposes of this Section 14.3(a), an Award shall be consideredconverted, assumed or replaced by the Successor Company if, following the Company Transaction, the Option or right confers the right to purchase or receive, for each share of Common Stock subject to the Award immediately prior to the CompanyTransaction, the consideration (whether stock, cash or other securities or property) received in the Company Transaction by holders of Common Stock for each share held on the effective date of the transaction (and if holders were offered a choice ofconsideration, the type of consideration chosen by the holders of a majority of the outstanding shares); provided, however, that if such consideration received in the Company Transaction is not solely common stock of the Successor Company, theCommittee may, with the consent of the Successor Company, provide for the consideration to be received pursuant to the Award, for each share of Common Stock subject thereto, to be solely common stock of the Successor Company substantially equal infair market value to the per share consideration received by holders of Common Stock in the Company Transaction. The determination of such substantial equality of value of consideration shall be made by the Committee, and its determination shall beconclusive and binding. 

(b) All Performance Shares or Performance Units earned and outstanding as of the date the Change in Control isdetermined to have occurred and for which the payout level has been determined shall be payable in full in accordance with the payout schedule pursuant to the instrument evidencing the Award. Any remaining Performance Shares or Performance Units(including any applicable performance period) for which the payout level has not been determined shall be prorated at the target payout level up to and including the date of such Change in Control and shall be payable in full at the target level inaccordance with the payout schedule pursuant to the instrument evidencing the Award. Any existing deferrals or other restrictions not waived by the Committee in its sole discretion shall remain in effect. 

(c) Notwithstanding the foregoing, the Committee, in its sole discretion, may instead provide, in the event of a Change in Control that is a CompanyTransaction, that a Participant’s outstanding Awards shall terminate upon or immediately prior to such Company Transaction and that such Participant shall receive, in exchange therefor, a cash payment equal to the amount (if any) by which(x) the value of the per share consideration received by holders of Common Stock in the Company Transaction or, in the event the Company Transaction is one of the transactions listed under subsection (c) in the definition of CompanyTransaction or otherwise does not result in direct receipt of consideration by holders of Common Stock, the value of the deemed per share consideration received, in each case as determined by the Committee in its sole discretion, multiplied by thenumber of 

 

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shares of Common Stock subject to such outstanding Awards (to the extent then vested and exercisable or whether or not then vested and exercisable, as determined by the Committee in its solediscretion) exceeds (y) if applicable, the respective aggregate exercise price or grant price for such Awards. 

 
**14.4****Further Adjustment of Awards**
Subject toSections 14.2 and 14.3, the Committee shall have the discretion, exercisable at any time before a sale, merger, consolidation, statutory share exchange, reorganization, liquidation, dissolution or change of control of the Company, as defined bythe Committee, to take such further action as it determines to be necessary or advisable with respect to Awards. Such authorized action may include (but shall not be limited to) establishing, amending or waiving the type, terms, conditions orduration of, or restrictions on, Awards so as to provide for earlier, later, extended or additional time for exercise, lifting restrictions and other modifications, and the Committee may take such actions with respect to all Participants, to certaincategories of Participants or only to individual Participants. The Committee may take such action before or after granting Awards to which the action relates and before or after any public announcement with respect to such sale, merger,consolidation, statutory share exchange, reorganization, liquidation, dissolution or change of control that is the reason for such action. 

 
**14.5****No Limitations**
The grant of Awards shallin no way affect the Company’s right to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

 
**14.6****Fractional Shares**
In the event of anyadjustment in the number of shares covered by any Award, each such Award shall cover only the number of full shares resulting from such adjustment. 

 
**14.7****Section 409A**
Notwithstanding anyother provision of the Plan to the contrary, (a) any adjustments made pursuant to this Section 14 to Awards that are considered “deferred compensation” within the meaning of Section 409A shall be made in compliance with therequirements of Section 409A and (b) any adjustments made pursuant to this Section 14 to Awards that are not considered “deferred compensation” subject to Section 409A shall be made in such a manner as to ensure thatafter such adjustment the Awards either (i) continue not to be subject to Section 409A or (ii) comply with the requirements of Section 409A. 

 

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**SECTION 15. CODE SECTION 162(m) PROVISIONS**

Notwithstanding any other provision of the Plan to the contrary, if the Committee determines, at the time Awards are granted to a Participant who is, oris likely to be as of the end of the tax year in which the Company would claim a tax deduction in connection with such Award, a Covered Employee, then the Committee may provide that this Section 15 is applicable to such Award. 

 
**15.1****Performance Criteria**
(a) If an Award issubject to this Section 15, then the lapsing of restrictions thereon and the distribution of cash, shares of Common Stock or other property pursuant thereto, as applicable, shall be subject to the achievement of one or more objectiveperformance goals established by the Committee, which shall be based on the attainment of specified levels of one of or any combination of the following “performance criteria” for the Company as a whole or any business unit of the Company,as reported or calculated by the Company: cash flows (including, but not limited to, operating cash flow, free cash flow or cash flow return on capital); working capital; earnings per share; book value per share; operating income (including orexcluding depreciation, amortization, extraordinary items, restructuring charges or other expenses); revenues; operating margins; return on assets; return on equity; debt; debt plus equity; market or economic value added; stock price appreciation;total shareholder return; cost control; strategic initiatives; market share; net income; return on invested capital; improvements in capital structure; revenue growth rate; or customer satisfaction, employee satisfaction, services performance,subscriber, cash management or asset management metrics (together, the “***Performance Criteria***”). 

(b) Such performancegoals also may be based on the achievement of specified levels of Company performance (or performance of an applicable affiliate or business unit of the Company) under one or more of the Performance Criteria described above relative to theperformance of other corporations. Such performance goals shall be set by the Committee within the time period prescribed by, and shall otherwise comply with the requirements of, Section 162(m) of the Code, or any successor provision thereto,and the regulations thereunder. 

(c) The Committee may provide, at the time it establishes performance goals for any such Award, that anyevaluation of performance shall include or exclude any one or more of the following events that occurs during a performance period: (i) asset write-downs; (ii) litigation or claim judgments or settlements; (iii) the effect of changesin tax laws, accounting principles, or other laws or provisions affecting reported results; (iv) any reorganization and restructuring programs; (v) extraordinary nonrecurring items as described in Accounting Principles Board OpinionNo. 30 and/or in Management’s Discussion and Analysis of Financial Condition and Results of Operations appearing in the Company’s annual report to shareholders for the applicable year; (vi) acquisitions or divestitures;(vii) foreign exchange gains and losses; and (viii) gains and losses on asset sales. To the extent such inclusions or exclusions affect Awards to Covered Employees, they shall be prescribed in a form that satisfies the requirements for“performance-based compensation” within the meaning of Section 162(m)(4)(C) of the Code, or any successor provision thereto. 

 

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**15.2****Compensation Committee Certification; Adjustment of Awards**
(a) After the completion of each performance period, the Compensation Committee shall certify the extent to which any performance goal established underthis Section 15 has been satisfied, and the amount payable as a result thereof, prior to payment, settlement or vesting, as applicable, of any Award subject to this Section 15. 

(b) Notwithstanding any provision of the Plan other than Section 14, with respect to any Award that is intended to qualify as performance-basedcompensation subject to this Section 15, the Committee may adjust downward, but not upward, the amount payable pursuant to such Award, and the Committee may not waive the achievement of the applicable performance goals except in the case of thedeath or Disability of the Covered Employee. 

 
**15.3****Limitations**
Subject to adjustment fromtime to time as provided in Section 14.1, no Covered Employee may be granted Awards other than Performance Units or other cash-based awards subject to this Section 15 in any calendar year period with respect to more than the following:(a) 600,000 shares for Options or SARs; (b) 300,000 shares for Restricted Stock, Restricted Stock Units or Performance Shares; and (c) 300,000 shares for other stock-based Awards. The maximum dollar value payable with respect toPerformance Units or other cash-based awards subject to this Section 15 granted to any Covered Employee in any one calendar year is $1,000,000. 

The Committee shall have the power to impose such other restrictions on Awards subject to this Section 15 as it may deem necessary or appropriate toensure that such Awards satisfy all requirements for “performance-based compensation” within the meaning of Section 162(m)(4)(C) of the Code, or any successor provision thereto. 

**SECTION 16. AMENDMENT AND TERMINATION**

 
**16.1****Amendment, Suspension or Termination**
TheBoard or the Compensation Committee may amend, suspend or terminate the Plan or any portion of the Plan at any time and in such respects as it shall deem advisable; provided, however, that, to the extent required by applicable law, regulation orstock exchange rule, shareholder approval shall be required for any amendment to the Plan; and provided, further, that any amendment that requires shareholder approval may be made only by the Board. Subject to Section 16.3, the Committee mayamend the terms of any outstanding Award, prospectively or retroactively. 

 
**16.2****Term of the Plan**
Unless soonerterminated as provided herein, the Plan shall terminate ten years from the Effective Date. After the Plan is terminated, no future Awards may be granted, but Awards previously granted shall remain outstanding in accordance with their applicableterms and conditions and the Plan’s terms and conditions. 

 

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**16.3****Consent of Participant**
The amendment,suspension or termination of the Plan or a portion thereof or the amendment of an outstanding Award shall not, without the Participant’s consent, materially adversely affect any rights under any Award theretofore granted to the Participantunder the Plan. Notwithstanding the foregoing, any adjustments made pursuant to Section 15 shall not be subject to these restrictions. 

**SECTION 17. GENERAL**

 
**17.1****No Individual Rights**
No individual orParticipant shall have any claim to be granted any Award under the Plan, and the Company has no obligation for uniformity of treatment of Participants under the Plan. Furthermore, nothing in the Plan or any Award granted under the Plan shall bedeemed to constitute an employment contract or confer or be deemed to confer on any Participant any right to continue in the employ of, or to continue any other relationship with, the Company or any Related Company or limit in any way the right ofthe Company or any Related Company to terminate a Participant’s employment or other relationship at any time, with or without cause. 

 
**17.2****Issuance of Shares**
Notwithstanding anyother provision of the Plan, the Company shall have no obligation to issue or deliver any shares of Common Stock under the Plan or make any other distribution of benefits under the Plan unless, in the opinion of the Company’s counsel, suchissuance, delivery or distribution would comply with all applicable laws (including, without limitation, the requirements of the Securities Act or the laws of any state or foreign jurisdiction) and the applicable requirements of any securitiesexchange or similar entity. 

The Company shall be under no obligation to any Participant to register for offering or resale or to qualify forexemption under the Securities Act, or to register or qualify under the laws of any state or foreign jurisdiction, any shares of Common Stock, security or interest in a security paid or issued under, or created by, the Plan, or to continue in effectany such registrations or qualifications if made. 

As a condition to the exercise of an Option or any other receipt of Common Stock pursuantto an Award under the Plan, the Company may require (a) the Participant to represent and warrant at the time of any such exercise or receipt that such shares are being purchased or received only for the Participant’s own account andwithout any present intention to sell or distribute such shares and (b) such other action or agreement by the Participant as may from time to time be necessary to comply with the federal, state and foreign securities laws. At the option of theCompany, a stop-transfer order against any such shares may be placed on the 

 

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official stock books and records of the Company, and a legend indicating that such shares may not be pledged, sold or otherwise transferred, unless an opinion of counsel is provided (concurred inby counsel for the Company) stating that such transfer is not in violation of any applicable law or regulation, may be stamped on stock certificates to ensure exemption from registration. The Committee may also require the Participant to execute anddeliver to the Company a purchase agreement or such other agreement as may be in use by the Company at such time that describes certain terms and conditions applicable to the shares. 

To the extent the Plan or any instrument evidencing an Award provides for issuance of stock certificates to reflect the issuance of shares of CommonStock, the issuance may be effected on a noncertificated basis, to the extent not prohibited by applicable law or the applicable rules of any stock exchange. 

 
**17.3****Indemnification**
Each person who is orshall have been a member of the Board, or a committee appointed by the Board, or an officer of the Company to whom authority was delegated in accordance with Section 3, shall be indemnified and held harmless by the Company against and from anyloss, cost, liability or expense that may be imposed upon or reasonably incurred by such person in connection with or resulting from any claim, action, suit or proceeding to which such person may be a party or in which such person may be involved byreason of any action taken or failure to act under the Plan and against and from any and all amounts paid by such person in settlement thereof, with the Company’s approval, or paid by such person in satisfaction of any judgment in any suchclaim, action, suit or proceeding against such person; provided, however, that such person shall give the Company an opportunity, at its own expense, to handle and defend the same before such person undertakes to handle and defend it on suchperson’s own behalf, unless such loss, cost, liability or expense is a result of such person’s own willful misconduct or except as expressly provided by statute. 

The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such person may be entitled under theCompany’s articles of incorporation or bylaws, as a matter of law, or otherwise, or of any power that the Company may have to indemnify or hold harmless. 

 
**17.4****No Rights as a Shareholder**
Unlessotherwise provided by the Committee or in the instrument evidencing the Award or in a written employment, services or other agreement, no Award, other than a Stock Award or Restricted Stock, shall entitle the Participant to any cash dividend, votingor other right of a shareholder unless and until the date of issuance under the Plan of the shares that are the subject of such Award. 

 

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**17.5****Compliance With Laws and Regulations**
ThePlan and Awards granted under the Plan are intended to be exempt from the requirements of Section 409A to the maximum extent possible, whether pursuant to the short-term deferral exception described in Treasury RegulationSection 1.409A-1(b)(4), the exclusion applicable to stock options, stock appreciation rights and certain other equity-based compensation under Treasury Regulation Section 1.409A-1(b)(5), or otherwise. To the extent Section 409A isapplicable to the Plan or any Award granted under the Plan, it is intended that the Plan and any Awards granted under the Plan shall comply with the deferral, payout and other limitations and restrictions imposed under Section 409A.Notwithstanding any other provision of the Plan or any Award granted under the Plan to the contrary, the Plan and any Award granted under the Plan shall be interpreted, operated and administered in a manner consistent with such intentions. Withoutlimiting the generality of the foregoing, and notwithstanding any other provision of the Plan or any Award granted under the Plan to the contrary, with respect to any payments and benefits under the Plan or any Award granted under the Plan to whichSection 409A applies, all references in the Plan or any Award granted under the Plan to the termination of the Participant’s employment or service are intended to mean the Participant’s “separation from service,” within themeaning of Section 409A(a)(2)(A)(i). In addition, if the Participant is a “specified employee,” within the meaning of Section 409A, then to the extent necessary to avoid subjecting the Participant to the imposition of anyadditional tax under Section 409A, amounts that would otherwise be payable under the Plan or any Award granted under the Plan during the six-month period immediately following the Participant’s “separation from service,” withinthe meaning of Section 409A(a)(2)(A)(i), shall not be paid to the Participant during such period, but shall instead be accumulated and paid to the Participant (or, in the event of the Participant’s death, the Participant’s estate) ina lump sum on the first business day after the earlier of the date that is six months following the Participant’s separation from service or the Participant’s death. Notwithstanding any other provision of the Plan to the contrary, theCommittee, to the extent it deems necessary or advisable in its sole discretion, reserves the right, but shall not be required, to unilaterally amend or modify the Plan and any Award granted under the Plan so that the Award qualifies for exemptionfrom or complies with Section 409A; provided, however, that the Committee makes no representations that Awards granted under the Plan shall be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409Afrom applying to Awards granted under the Plan. 

 
**17.6****Participants in Other Countries or Jurisdictions**
Without amending the Plan, the Committee may grant Awards to Eligible Persons who are foreign nationals on such terms and conditions different from thosespecified in the Plan as may, in the judgment of the Committee, be necessary or desirable to foster and promote achievement of the purposes of the Plan and shall have the authority to adopt such modifications, procedures, subplans and the like asmay be necessary or desirable to comply with provisions of the laws or regulations of other countries or jurisdictions in which the Company or any Related Company may operate or have employees to ensure the viability of the benefits from Awardsgranted to Participants employed in such countries or jurisdictions, meet the requirements that permit the Plan to operate in a qualified or tax-efficient manner, comply with applicable foreign laws or regulations and meet the objectives of thePlan. 

 

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**17.7****No Trust or Fund**
The Plan is intended toconstitute an “unfunded” plan. Nothing contained herein shall require the Company to segregate any monies or other property, or shares of Common Stock, or to create any trusts, or to make any special deposits for any immediate or deferredamounts payable to any Participant, and no Participant shall have any rights that are greater than those of a general unsecured creditor of the Company. 

 
**17.8****Successors**
All obligations of theCompany under the Plan with respect to Awards shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially allthe business and/or assets of the Company. 

 
**17.9****Severability**
If any provision of thePlan or any Award is determined to be invalid, illegal or unenforceable in any jurisdiction, or as to any person, or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemedamended to conform to applicable laws, or if it cannot be so construed or deemed amended without, in the Committee’s determination, materially altering the intent of the Plan or the Award, such provision shall be stricken as to suchjurisdiction, person or Award, and the remainder of the Plan and any such Award shall remain in full force and effect. 

 
**17.10****Choice of Law and Venue**
The Plan, allAwards granted thereunder and all determinations made and actions taken pursuant hereto, to the extent not otherwise governed by the laws of the United States, shall be governed by the laws of the State of Washington without giving effect toprinciples of conflicts of law. Participants irrevocably consent to the nonexclusive jurisdiction and venue of the state and federal courts located in the State of Washington. 

 
**17.11****Legal Requirements**
The granting ofAwards and the issuance of shares of Common Stock under the Plan are subject to all applicable laws, rules and regulations and to such approvals by any governmental agencies or national securities exchanges as may be required. 

**SECTION 18. EFFECTIVE DATE**

The effective date (the “***Effective Date***”) is the date on which the Plan is adopted by the Board; provided, however, that noAwards other than SARs that are settled in cash, Performance Units or other cash-based awards may be granted prior to the date shareholders approve the Plan. 

 

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**APPENDIX A**

**DEFINITIONS**

As used inthe Plan, 

“***Acquired Entity***” means any entity acquired by the Company or a Related Company or with which the Companyor a Related Company merges or combines. 

“***Award***” means any Option, Stock Appreciation Right, Stock Award, RestrictedStock, Stock Unit, Performance Share, Performance Unit, cash-based award or other incentive payable in cash or in shares of Common Stock as may be designated by the Committee from time to time. 

“***Board***” means the Board of Directors of the Company. 

“***Cause***,” unless otherwise defined in the instrument evidencing an Award or in a written employment, services or other agreementbetween the Participant and the Company or a Related Company, means: (a) conviction of a felony or misdemeanor involving moral turpitude; (b) engaging in illegal business practices or other practices contrary to the written policies of theCompany; (c) misappropriation of assets of the Company; (d) continual or repeated insobriety or drug use; (e) continual or repeated absence for reasons other than disability or sickness, (f) fraud; (g) embezzlement;(h) violation of the Company’s written conflict of interest policies, in each case as determined by the Committee, whose determination shall be conclusive and binding. 

“***Change in Control***,” unless the Committee determines otherwise with respect to an Award at the time the Award is granted orunless otherwise defined for purposes of an Award in a written employment, services or other agreement between the Participant and the Company or a Related Company, means the occurrence of any of the following events: 

(a) an acquisition by any Entity of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 40% or more ofeither (1) the then-outstanding shares of common stock of the Company (the “***Outstanding Company Common Stock***”) or (2) the combined voting power of the then-outstanding voting securities of the Company entitled tovote generally in the election of directors (the “***Outstanding Company Voting Securities***”); provided, however, that the following acquisitions shall not constitute a Change in Control: (i) any acquisition directly fromthe Company, other than an acquisition by virtue of the exercise of a conversion privilege where the security being so converted was not acquired directly from the Company by the party exercising the conversion privilege, (ii) any acquisitionby the Company, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Related Company, or (iv) any acquisition by any Entity pursuant to a transaction that meets the conditionsof clauses (i), (ii) and (iii) set forth in the definition of Company Transaction; 

 

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(b) a change in the composition of the Board during any two-year period such that the individuals who, as ofthe beginning of such two-year period, constitute the Board (the “***Incumbent Board***”) cease for any reason to constitute at least a majority of the Board; provided, however, that for purposes of this definition, any individualwho becomes a member of the Board subsequent to the beginning of the two-year period, whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least two-thirds of those individuals who are membersof the Board and who were also members of the Incumbent Board (or deemed to be such pursuant to this proviso) shall be considered as though such individual were a member of the Incumbent Board; and provided further, however, that any such individualwhose initial assumption of office occurs as a result of or in connection with an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or onbehalf of an Entity other than the Board shall not be considered a member of the Incumbent Board; or 

(c) consummation of a CompanyTransaction. 

“***Code***” means the Internal Revenue Code of 1986, as amended from time to time. 

“***Committee***” has the meaning set forth in Section 3.1. 

****“*******Common Stock*******” means the common stock, no par value, of the Company.****

“***Company***” means Key Tronic Corporation, a Washington corporation. 

“***Company Transaction***,” unless the Committee determines otherwise with respect to an Award at the time the Award is granted orunless otherwise defined for purposes of an Award in a written employment, services or other agreement between the Participant and the Company or a Related Company, means consummation of: 

(a) a merger or consolidation of the Company with or into any other company; 

(b) a statutory share exchange pursuant to which the Company’s outstanding shares are acquired or a sale in one transaction or a series oftransactions undertaken with a common purpose of all or substantially all of the Company’s outstanding voting securities; or 

(c) a sale,lease, exchange or other transfer in one transaction or a series of related transactions undertaken with a common purpose of all or substantially all of the Company’s assets, 

excluding, however, in each case, a transaction pursuant to which 

(i) the Entities who are the beneficial owners of the Outstanding Company Common Stock and Outstanding Company Voting Securitiesimmediately prior to such Company Transaction will beneficially own, directly or indirectly, at least 50% of the outstanding shares of common stock, and the combined voting power of the then-outstanding voting securities entitled to vote generallyin the election of directors, of the Successor Company in substantially the same proportions as their ownership, immediately prior to such Company Transaction, of the Outstanding Company Common Stock and Outstanding Company Voting Securities;

 

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(ii) no Entity (other than the Company, any employee benefit plan (or related trust) of theCompany, a Related Company or a Successor Company) will beneficially own, directly or indirectly, 40% or more of, respectively, the outstanding shares of common stock of the Successor Company or the combined voting power of the outstanding votingsecurities of the Successor Company entitled to vote generally in the election of directors unless such ownership resulted solely from ownership of securities of the Company prior to the Company Transaction; and 

(iii) individuals who were members of the Incumbent Board will, immediately after the consummation of the Company Transaction, constituteat least a majority of the members of the board of directors of the Successor Company. 

Where a series of transactions undertaken with acommon purpose is deemed to be a Company Transaction, the date of such Company Transaction shall be the date on which the last of such transactions is consummated. 

“***Compensation Committee***” means the Compensation Committee of the Board. 

“***Covered Employee***” means a “covered employee” as that term is defined for purposes of Section 162(m)(3) of theCode or any successor provision. 

“***Disability***,” unless otherwise defined by the Committee from time to time forpurposes of the Plan, means a period of disability during which a Participant qualifies for benefits under the Company’s then-current long-term disability plan or, in the case of a Participant who is not an employee of the Company, means aperiod of disability during which such Participant, if he or she were an employee of the Company, would qualify for benefits under the Company’s then-current current long-term disability plan. 

“***Effective Date***” has the meaning set forth in Section 18. 

“***Eligible Person***” means any person eligible to receive an Award as set forth in Section 5. 

“***Entity***” means any individual, entity or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of theExchange Act). 

“***Exchange Act***” means the Securities Exchange Act of 1934, as amended from time to time. 

“***Fair Market Value***” means the closing price for the Common Stock on any given date during regular trading, or if not trading onthat date, such price on the last preceding date on which the Common Stock was traded, unless determined otherwise by the Committee using such methods or procedures as it may establish. 

 

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“***Grant Date***” means the later of (a) the date on which the Committee completesthe corporate action authorizing the grant of an Award or such later date specified by the Committee and (b) the date on which all conditions precedent to an Award have been satisfied, provided that conditions to the exercisability or vestingof Awards shall not defer the Grant Date. 

“***Option***” means a right to purchase Common Stock granted underSection 7. 

“***Option Expiration Date***” means the last day of the maximum term of an Option. 

“***Outstanding Company Common Stock***” has the meaning set forth in the definition of “Change in Control.” 

“***Outstanding Company Voting Securities***” has the meaning set forth in the definition of “Change in Control.” 

****“*******Parent Company*******” means a company or other entity that, as a result of a Company Transaction, owns theCompany or all or substantially all of the Company’s assets either directly or through one or more subsidiaries.****

“***Participant***” means any Eligible Person to whom an Award is granted. 

****“*******Performance Award*******” means an Award of Performance Shares or Performance Units granted under Section 10.****

****“*******Performance Criteria*******” has the meaning set forth in Section 15.1.****

“***Performance Share***” means an Award of units denominated in shares of Common Stock granted under Section 10.1. 

“***Performance Unit***” means an Award of units denominated in cash or property other than shares of Common Stock granted underSection 10.2. 

“***Plan***” means the Key Tronic Corporation 2010 Incentive Plan. 

“***Related Company***” means any entity that is directly or indirectly controlled by, in control of or under common control with theCompany. 

“***Restricted Stock***” means an Award of shares of Common Stock granted under Section 9, the rights ofownership of which are subject to restrictions prescribed by the Committee. 

****“*******Retirement*******,” unlessotherwise defined in the instrument evidencing the Award or in a written employment, services or other agreement between the Participant and the Company or a Related Company, means “Retirement” as defined for purposes of the Plan by theCommittee or, if not so defined, means Termination of Service on or after the later of (i) the date a Participant attains age 65 and (ii) the fifth anniversary of the date the Participant commenced employment or a service relationship withthe Company.****

 

A-4 

“***Securities Act***” means the Securities Act of 1933, as amended from time to time.

“***Section 409A***” means Section 409A of the Code. 

“***Stock Appreciation Right***” or “***SAR***” means a right granted under Section 8.1 to receive the excess ofthe Fair Market Value of a specified number of shares of Common Stock over the grant price. 

“***Stock Appreciation Right ExpirationDate***” means the last day of the maximum term of a Stock Appreciation Right. 

“***Stock Award***” means an Awardof shares of Common Stock granted under Section 9, the rights of ownership of which are not subject to restrictions prescribed by the Committee. 

“***Stock Unit***” means an Award denominated in units of Common Stock granted under Section 9. 

“***Substitute Awards***” means Awards granted or shares of Common Stock issued by the Company in substitution or exchange for awardspreviously granted by an Acquired Entity. 

****“*******Successor Company*******” means the surviving company, thesuccessor company or Parent Company, as applicable, in connection with a Company Transaction.****

“***Termination ofService***” means a termination of employment or service relationship with the Company or a Related Company for any reason, whether voluntary or involuntary, including by reason of death, Disability or Retirement. Any question as towhether and when there has been a Termination of Service for the purposes of an Award and the cause of such Termination of Service shall be determined by the Company’s chief human resources officer or other person performing that function or,with respect to directors and executive officers, by the Compensation Committee, whose determination shall be conclusive and binding. Transfer of a Participant’s employment or service relationship between the Company and any Related Companyshall not be considered a Termination of Service for purposes of an Award. Unless the Compensation Committee determines otherwise, a Termination of Service shall be deemed to occur if the Participant’s employment or service relationship is withan entity that has ceased to be a Related Company. A Participant’s change in status from an employee of the Company or a Related Company to a nonemployee director, consultant, advisor or independent contractor of the Company or a RelatedCompany or a change in status from a nonemployee director, consultant, advisor or independent contractor of the Company or a Related Company to an employee of the Company or a Related Company, shall not be considered a Termination of Service.

****“*******Vesting Commencement Date*******” means the Grant Date or such other date selected by the Committee asthe date from which an Award begins to vest.****

 

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**Key Tronic Corporation**

**Recoupment Policy**

In the event of a restatement of the Company’s consolidated financial statements (beginning with the financial statements for thequarterly period ending July 3, 2010), the Company shall have the right pursuant to this “Recoupment Policy” to take appropriate action to recoup from any executive officer (as defined for purposes of Rule 3b-7 promulgated under theSecurities Exchange Act of 1934 or any successor rule or regulation) (an “executive officer”) any portion of any bonus or other equity or non-equity compensation received by the executive officer the grant of which was tied to theachievement of one or more specific performance targets, with respect to the period for which such financial statements are or will be restated (the “Recoupment Amount”), regardless of whether the executive officer engaged in anymisconduct or was at fault or responsible in any way for causing the restatement, if, as a result of such restatement, the executive officer otherwise would not have received such bonus or other compensation (or portion thereof). In the event theCompany is entitled to, and seeks, recoupment under this Recoupment Policy, the executive officer will promptly reimburse the Recoupment Amount to which the Company is entitled to recoup hereunder. In the event the executive officer fails to makeprompt reimbursement of any such Recoupment Amount to which the Company is entitled to recoup and as to which the Company seeks recoupment under this Recoupment Policy, the Company shall have the right to deduct such Recoupment Amount from thecompensation or other payments due to the executive officer from the Company or (ii) to take any other appropriate action to recoup such Recoupment Amount. For purposes of this Recoupment Policy, the Recoupment Amount shall be calculated on anafter-tax basis unless such restatement results from the executive officer’s misconduct within the meaning of Section 304 of the Sarbanes-Oxley Act of 2002. The Company does not waive its right to seek recoupment of any Recoupment Amountas described under this Recoupment Policy for failure to demand repayment or reduce the payments made to the executive officer. Any such waiver must be done in a writing that is signed by both the Company and the executive officer. The rightscontained in this Recoupment Policy shall be in addition to, and shall not limit, any other rights or remedies that the Company may have under law or in equity, including, without limitation, any rights the Company may have under any other Companyagreement or arrangement with the executive officer. Adopted April 21, 2010. 

**KEY TRONIC CORPORATION**

**2010 INCENTIVE PLAN**

**STOCK APPRECIATION RIGHTS AWARD NOTICE**

Key Tronic Corporation (the “***Compan*****y**”) hereby grants to you a Stock Appreciation Rights Award (the“***Award***”) under the Company’s 2010 Incentive Plan (the “***Plan***”). The Award is subject to all the terms and conditions set forth in this Award Notice (this “***Award Notice***”) andin the Stock Appreciation Rights Agreement (the “***Agreement***”), which is attached to and incorporated into this Award Notice in its entirety. Except as expressly provided otherwise in this Award Notice or in the Agreement, theAward is subject to the terms and conditions set forth in the Plan and the Plan Summary, which are available from the current administrator of the Plan and are incorporated into this Award Notice in their entirety. 

 
**Participant:**                                          **Grant Date:**                                          ***                 [date of Board approval of grant]*****Number of Stock Appreciation Rights:**                                          **Base Price (per Right):**                                          **Stock Appreciation Rights Expiration Date:**                                                           (subject to earlier termination in accordance with the terms of the Plan and theAgreement) *****[Insert date that is five years from the Grant Date]*******Vesting and Exercisability Schedule:**  The Award will vest in accordance with the schedule set forth in Exhibit A attached to this Award Notice**Retention Requirement**  Shares issued pursuant to the Award will be subject to the retention requirement set forth in Exhibit A attached to this Award Notice
**Additional Terms/Acknowledgement**: You acknowledge receipt of, and understand and agree to, this Award Notice, including Exhibit A to this AwardNotice, the Agreement and the Plan. You further acknowledge that as of the Grant Date, this Award Notice, the Agreement and the Plan set forth the entire understanding between you and the Company regarding the Award and supersede all prior oral andwritten agreements on the subject**.**

 
KEY TRONIC CORPORATION  PARTICIPANT   
 
By: 
 
  SignatureIts: 
 
      Date: 
 
**Attachments**:  Address: 
 
1. Stock Appreciation Rights Agreement   
 
2. 2010 Incentive Plan   Taxpayer ID: 
 
3. Plan Summary   

**KEY TRONIC CORPORATION**

**2010 INCENTIVE PLAN**

**STOCK APPRECIATION RIGHTS AGREEMENT**

Pursuant to your Stock Appreciation Rights Award Notice (the “***Award Notice***”) and this Stock Appreciation RightsAgreement (this “**Agreement**”), Key Tronic Corporation (the “***Company***”) has granted you a Stock Appreciation Rights Award (the “***Award***”) under its 2010 Incentive Plan (the“***Plan***”) of the number of Stock Appreciation Rights indicated in your Award Notice (the “***Stock Appreciation Rights***”) at the Base Price indicated in your Award Notice. Capitalized terms not explicitlydefined in this Agreement but defined in the Plan shall have the same definitions as in the Plan. 

The details of the Awardare as follows: 

1. **Vesting and Exercisability.** Subject to the limitations contained herein, the Award will vest andbecome exercisable as provided in your Award Notice, provided that vesting will cease upon the termination of your employment or service relationship with the Company or a Related Company, and the unvested portion of the Award will terminate.

2. **Securities Law Compliance.** Notwithstanding any other provision of this Agreement, you may not exercise the Award,to the extent the Award is payable in shares of Common Stock, for shares of Common Stock unless the shares of Common Stock issuable upon exercise are registered under the Securities Act or, if such shares are not then so registered, the Company hasdetermined that such exercise and issuance would be exempt from the registration requirements of the Securities Act. The exercise of the Award for shares of Common Stock must also comply with other applicable laws and regulations governing theissuance of shares of Common Stock under the Plan, and you may not exercise the Award for shares of Common Stock if the Company determines that such exercise would not be in material compliance with such laws and regulations. 

**3. Method of Exercise and Form of Payment.** You may exercise the Award or a portion of the Award by giving written notice to the Company, in formand substance satisfactory to the Company, which will state your election to exercise the Award and the number of Stock Appreciation Rights you are exercising. Upon the exercise of the Award, you will be entitled to receive payment in cash in anamount determined by multiplying: (a) the difference between the per share Fair Market Value of the Common Stock on the date of exercise over the per share Base Price of the Stock Appreciation Right set forth in the Award Notice by (b) thenumber of Stock Appreciation Rights exercised. Subject to shareholder approval of the Plan, the payment upon exercise of an Award may be made solely in shares of Common Stock, in cash, or in some combination of cash and shares of Common Stock or inany other manner approved by the Committee in its sole discretion. 

4. **Treatment Upon Termination of Employment or Service Relationship**. The unvestedportion of the Award will terminate automatically and without further notice immediately upon termination of your employment or service relationship with the Company or a Related Company for any reason (“Termination of Service”). You mayexercise the vested portion of the Award as follows: 

(a) *General Rule*. You must exercise the vested portion of theAward on or before the earlier of (i) 90 days after your Termination of Service and (ii) the Stock Appreciation Right Expiration Date; 

(b) *Retirement or Disability*. If your employment or service relationship terminates due to Retirement or Disability, you mustexercise the vested portion of the Award on or before the earlier of (i) 180 days after your Termination of Service and (ii) the Stock Appreciation Right Expiration Date. 

(c) *Death*. If your employment or service relationship terminates due to your death, the vested portion of the Award must beexercised on or before the earlier of (i) one year after your Termination of Service and (ii) the Stock Appreciation Right Expiration Date. If you die after your Termination of Service but while the Award is still exercisable, the vestedportion of the Award may be exercised until the earlier of (x) one year after the date of death and (y) the Stock Appreciation Right Expiration Date; and 

(d) *Cause*. The vested portion of the Award will automatically expire at the time the Company first notifies you of yourTermination of Service for Cause, unless the Committee determines otherwise. If your employment or service relationship is suspended pending an investigation of whether you will be terminated for Cause, all your rights under the Award likewise willbe suspended during the period of investigation. If any facts that would constitute termination for Cause are discovered after your Termination of Service, any Award you then hold may be immediately terminated by the Committee. 

**It is your responsibility to be aware of the date the Award terminates.**

 
 **5.****Change in Control**
Notwithstanding any provision in the Plan to the contrary, the Award will automatically become fully and immediately exercisableimmediately prior to a Change in Control and to the extent not exercised shall terminate at the effective time of the Change in Control. 

5. **Limited Transferability.** During your lifetime only you can exercise the Award. The Award is not transferable except by will orby the applicable laws of descent and distribution. The Plan provides for exercise of the Award by a beneficiary designated on a Company-approved form or the personal representative of your estate. Notwithstanding the foregoing, the Committee, inits sole discretion, may permit you to assign or transfer the Award, subject to such terms and conditions as specified by the Committee. 

 

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6. **Withholding Taxes.**As a condition to the exercise of any portion of an Award, youmust make such arrangements as the Company may require for the satisfaction of any federal, state, local or foreign withholding tax obligations that may arise in connection with such exercise. 

7. **Award Not an Employment or Service Contract.** Nothing in the Plan or any Award granted under the Plan will be deemed toconstitute an employment contract or confer or be deemed to confer any right for you to continue in the employ of, or to continue any other relationship with, the Company or any Related Company or limit in any way the right of the Company or anyRelated Company to terminate your employment or other relationship at any time, with or without Cause. 

8. **No Right toDamages.** You will have no right to bring a claim or to receive damages if you are required to exercise the vested portion of the Award within 90 days (180 days in the case of Retirement or Disability and one year in the case of death) of theTermination of Service or if any portion of the Award is canceled or expires unexercised. The loss of existing or potential profit in Awards will not constitute an element of damages in the event of your Termination of Service for any reason even ifthe termination is in violation of an obligation of the Company or a Related Company to you. 

9. **Binding Effect.** ThisAgreement will inure to the benefit of the successors and assigns of the Company and be binding on you and your heirs, executors, administrators, successors and assigns. 

***[Insert these sections for non-US Residents only:*******10. **Limitation on Rights; No Right to Future Grants;Extraordinary Item of Compensation.** By entering into this Agreement and accepting the grant of the Award evidenced hereby, you acknowledge that: (a) the Plan is discretionary in nature and may be amended, suspended or terminated by theCompany at any time; (b) the grant of the Award is a one-time benefit that does not create any contractual or other right to receive future grants of awards or benefits in lieu of awards; (c) all determinations with respect to any suchfuture awards, including, but not limited to, the times when awards will be granted, the number of rights subject to each award, the award base price, and the time or times when each award will be exercisable, will be at the sole discretion of theCompany; (d) your participation in the Plan is voluntary; (e) the value of the Award is an extraordinary item of compensation that is outside the scope of your employment contract, if any; (f) the Award is not part of normal orexpected compensation for purposes of calculating any benefits, severance, resignation, termination, redundancy, end-of-service payments, bonuses, long-service awards, pension or retirement benefits or similar payments, and you will have noentitlement to compensation or damages as a consequence of your forfeiture of any unvested portion of the Award as a result of your Termination of Service for any reason; (g) the vesting of the Award ceases upon your Termination of Service forany reason except as may otherwise be explicitly provided in the Plan or this Agreement or otherwise permitted by the Committee; (h) the future value of the Common Stock is unknown and cannot be predicted with certainty; (i) if the CommonStock does not increase in value, the Award will have no value; and (j) in the event that you are not a direct employee of the Company, the grant of the Award will not be interpreted to form an employment or other relationship with the Company.

 

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11. **Employee Data Privacy.** By entering into this Agreement and accepting the Award,you (a) explicitly and unambiguously consent to the collection, use and transfer, in electronic or other form, of any of your personal data that is necessary to facilitate the implementation, administration and management of the Award and thePlan; (b) understand that the Company and your employer may, for the purpose of implementing, administering and managing the Plan, hold certain personal information about you, including, but not limited to, your name, home address and telephonenumber, date of birth, social insurance number or other identification number, salary, nationality, job title and details of all awards or entitlement to payment of the Award granted to you under the Plan or otherwise (“Data”);(c) understand that Data may be transferred to any third parties assisting in the implementation, administration and management of the Plan, including any broker with whom any shares of Common Stock issued upon exercise of the Award may bedeposited, and that these recipients may be located in your country or elsewhere, and that the recipient’s country may have different data privacy laws and protections than your country; (d) waive any data privacy rights you may have withrespect to the Data; and (e) authorize the Company, its Related Companies and its agents to store and transmit such information in electronic form. 

 

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