KEY MANAGEMENT BONUS PLAN




  EXHIBIT 10.8.9 
   
 APPENDIX A 
  
 STAKTEK BONUS INCENTIVE PLAN 
  
 (i)      Scope 
  
 Provide performance incentive payments to employees who achieve individual and organizational goal
objectives. 
  
 (ii)     Funding 
  
 Consistent with current practices, a bonus pool is created only when the adjusted operating income (EBIT minus bonus accrual and amortization of goodwill) is equal to or greater than six percent (6%) of net revenue.
The amount going into the bonus pool will be limited to fifteen (15%) of adjusted operating income. 
  
 (iii)    Payout 
  
 Bonuses are paid within 30 days from the end of the fiscal quarter in which they are earned. Bonus payments are calculated as a percentage of an employee’s base salary according to formulas
based upon the employee’s category and performance in achieving objective performance goals. See Table 1 for details. 
  

 TABLE 1 – Incentive Bonus Calculation Table version 1.4 
  

	

	    CATEGORY	 	 BASE BONUS
 MULTIPLIER
	 	 GOAL
 MULTIPLIER
	 	GOALS	 	 WEIGHTING
 FACTOR

	

	 President & CEO
	 	1.00	 	Notes 1, 2, 3	 	EBITDA	 	                100%
	 Executive VP
	 	0.65	 	Notes 1, 2, 3	 	    ORG. Specific & EBITDA	 	                50% / 50%
	 CFO
	 	0.55	 	Notes 1, 2, 3	 	    ORG. Specific & EBITDA	 	                20% / 80%
	 VP
	 	0.55	 	Notes 1, 2, 3	 	    ORG. Specific & EBITDA	 	                50% / 50%
	 GM
	 	0.50	 	Notes 1, 2, 3	 	    ORG. Specific & EBITDA	 	                70% / 30%
	 Director
	 	0.35	 	Notes 1, 2, 3	 	    ORG. Specific & EBITDA	 	                80% / 20%
	 Other Employees
	 	0.18	 	Notes 1, 2, 3	 	    ORG. Specific & Personal	 	                100%

  

	

	     PERFORMANCE TO
           EBITDA GOAL
	  	 GOAL
 MULTIPLIER

	

	 Below 75 % of Forecast
	  	0.00
	 75 % of Forecast
	  	0.75
	 100 % of Forecast
	  	1.00
	 125 % of Forecast
	  	1.25
	 Above 125 % of Forecast
	  	1.25










	

	ORGANIZATIONAL/PERSONAL GOALS
	

	     First Pass Yield

	     Yield w/o touchup

	     Cycle Time

	     Productivity

	     Material Costs

	     Performance to Customer Commitment

	     Build Plan Achievement

	     Line Item Attainment

	     Minutes Per Stack

	     QC AOQ (critical)

	     CQ AOQ (non-critical)

	     Outgoing AOQ

	     Material Availability

	     Work Center productivity & Audit Scores

	     Performance to project objectives and schedule

	


  
 Notes: 
  

	 	 	 1.
	  	The weighting for each employee category varies between all financial and all organizational/personal goals.
	 	 	 2.
	  	In most cases, individuals will have multiple organizational/personal goals. In this case the goal multiplier will be the sum of the weighted scores for each goal in this
category.
	 	 	 3.
	  	All goals are set at the beginning of each fiscal quarter. Each goal must be accompanied by an approved method for scoring in order to be accepted.

  
 (iv) Goal Setting 
  
 Goals are set at the beginning of each fiscal quarter. The goal scoring methodology is a required part of the goal setting process and must be documented and approved in order for a goal to be valid. Once established, the goal scoring
method cannot be changed without written authorization from the President. 
  
 (v) Goal Approval 
  
 All goals must be submitted for approval to the departmental Vice President prior to the start of the fiscal quarter. Goals are not valid until reviewed and approved by the departmental Vice President and the
President. 
  
 (vi) Other

  
 If the bonus pool is insufficiently funded to
pay all of the eligible bonuses, payments will be made on a pro-rata basis. There is no carryforward from quarter to quarter and any funds not earned and paid in a fiscal quarter will be returned to the Company. EBITDA goals will be determined in
accordance with the customary budgeting process undertaken by the Board of Directors and management at the beginning of each fiscal quarter.