UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549





FORM
10-Q/A


(Amendment
No. 1)





x
            QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934





For
the quarterly period ended November 28, 2009




OR




o
            TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934







For the
transition period from ________ to ________





Commission File No.
1-33752





MERIX
      CORPORATION


(Exact
name of registrant as specified in its charter)





Oregon
            
            93-1135197(State
      or other jurisdiction of incorporation
              or
      organization)
            
            (I.R.S.
      Employer Identification No.)15725
      SW Greystone Court, Suite 200, Beaverton, Oregon
            
            97006(Address
      of principal executive offices)
            
            (Zip
      Code)Registrant’s
      telephone number, including area code:  503-716-3700





Indicate
by check mark whether the registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.  Yes  x   No
o





Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). Yes  o   No
o





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company. See
definition of “accelerated filer,” “large accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.   Large
accelerated filer o   Accelerated
filer o
Non-accelerated filer o (Do not check if a
smaller reporting company) Smaller reporting company x





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).    Yes o  No x





The
number of shares of common stock outstanding as of December 31, 2009 was
21,882,457 shares.





EXPLANATORY
NOTE





This
Amendment No. 1 on Form 10-Q/A (the "Amendment") amends the Quarterly Report on
Form 10-Q for  the fiscal quarter ended November 28, 2009 of Merix
Corporation (the "Company"), which was originally filed with the Securities and
Exchange Commission on January 5, 2009 (the "Original Quarterly
Report").  This Amendment amends the disclosure in Part II, Item 4,
“Submissions of Matters to a Vote of Security Holders” of the Original Quarterly
Report to include the required disclosure regarding the Company’s results of its
Annual Meeting of Shareholders held on October 7, 2009.





Additionally,
Item 5 of Part II has been amended to reference shareholder approval of the
Merix 2009 Equity Incentive Plan.  Item 6 of Part II has been amended
to include Exhibit 10.1 which was inadvertently omitted in the Original
Quarterly Report.





Except as
set forth above, this Amendment does not modify or update any other disclosures
presented in the Original Quarterly Report.  Except as specifically
set forth herein, this Amendment does not reflect events occurring after the
filing of the Original Quarterly Report or modify or update those disclosures,
including exhibits to the Original Quarterly Report affected by subsequent
events.  Accordingly, this Amendment should be read in conjunction
with our filings with the SEC subsequent to the filing of the Original Quarterly
Report, including any amendments to those filings.





PART
II – OTHER INFORMATION





Item
4.                      Submission
of Matters to a Vote of Security Holders





The
following actions were taken at our annual meeting of shareholders, which was
held on October 7, 2009:





1.
            The
      shareholders elected the eight nominees for director to our Board of
      Directors.  The eight directors elected, along with the voting
      results were as follows:





Name
            
            No.
      of Shares
              Voting
      For
            
            
            No.
      of Shares
              Withheld
      VotingWilliam
      C. McCormick
            
            
            18,027,773
            
            
            
            760,647Michael
      D. Burger
            
            
            17,996,257
            
            
            
            792,163Kirby
      A. Dyess
            
            
            17,919,436
            
            
            
            868,984Donald
      D. Jobe
            
            
            18,136,555
            
            
            
            651,865George
      H. Kerckhove
            
            
            18,166,182
            
            
            
            622,238Dr.
      William W. Lattin
            
            
            18,013,028
            
            
            
            775,392Francis
      Yuen Kin Pheng
            
            
            18,077,582
            
            
            
            710,838Robert
      C. Strandberg
            
            
            18,221,932
            
            
            
            566,488





2.
            The
      shareholders approved the Merix Corporation 2009 Equity Incentive
      Plan (the "2009 Plan") as follows:


No.
      of Shares Voting For
            
            
            No.
      of Shares
              Voting
      Against
            
            
            No.
      of Shares
              Abstaining
            
            
            No.
      of Broker Non-Votes10,891,859
            
            
            
            2,655,448
            
            
            
            40,408
            
            
            
            5,200,705








Item
5. Other Information





As
described above in Item 4 of Part II, our shareholders approved the 2009 Plan at
our annual meeting of shareholders on October 7, 2009 and the 2009 Plan became
effective on that date.  A copy of the 2009 Plan is filed as an
exhibit to this report.





Item
6.                      Exhibits





The
following exhibits are filed herewith and this list is intended to constitute
the exhibit index:


10.1
            
            Merix
      Corporation 2009 Equity Incentive Plan31.1
            
            Certification
      of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of
      the Securities Exchange Act of 1934.31.2
            
            Certification
      of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of
      the Securities Exchange Act of
1934.





SIGNATURE








Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.








MERIX
CORPORATION








Dated:  January
13,
2010 /s/ KELLY E.
LANG


Kelly E. Lang


Executive
Vice President and Chief Financial Officer


(Principal
Financial Officer)











EXHIBIT
10.1




MERIX
CORPORATION




2009
EQUITY INCENTIVE PLAN




On August
14, 2009, the Board adopted this Merix Corporation 2009 Equity Incentive Plan,
which shall become effective upon its approval by the Company’s
shareholders.  If this Plan is approved by the Company’s shareholders,
the Plan will immediately supersede the Merix Corporation 2006 Equity Incentive
Plan and the Merix Corporation 2000 Nonqualified Stock Option Plan (the “Prior
Plans”) such that no further awards shall be made under the Prior
Plans.  If the Company’s shareholders do not approve this Plan, no
Awards will be made under this Plan and the Prior Plans will continue in effect
in accordance with the their terms.




SECTION
1.    PURPOSE




The
purpose of the Merix Corporation 2009 Equity 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 the opportunity 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




3.1           Administration
of the Plan




The Plan
shall be administered by the Board, and the Board may delegate this authority to
the Human Resources and Compensation Committee or another committee of the
Board. In selecting the members of any such committee to administer the Plan
with respect to Participants subject or likely to become subject to
Section 16 of the Exchange Act, the Board shall consider the provisions of
Section 16 of the Exchange Act and Section 162(m) of the Code, and
whether each such member is a “non-employee director” within the meaning of Rule
16b-3(b)(3) promulgated under the Exchange Act, or any successor 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. Notwithstanding the foregoing, the Board may delegate
responsibility for administering the Plan with respect to designated classes of
Eligible Persons to different committees consisting of one 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 the
Exchange Act or Awards granted pursuant to Section 16 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, the Board or the Human Resources and Compensation Committee may authorize
one or more officers of the Company to grant Awards to designated classes of
Eligible Persons, within limits specifically prescribed by the Board or the
Human Resources and Compensation Committee; provided, however, that no such
officer shall have or obtain authority to grant Awards to himself or herself or
to any person subject to Section 16 of the Exchange Act or Section 162(m)
of the Code and no discretionary Award shall be granted to a non-employee
director of the Company unless such Award is approved (i) by a committee of
the Board comprised solely of ‘independent directors” (within the meaning of the
independence standards of the NASDAQ Stock Market or other primary exchange for
the Company’s common stock), or (ii) with the affirmative votes of a
majority of the independent directors, if approved by the Board . All references
in the Plan to the “Committee” shall be, as
applicable, to the Human Resources and Compensation Committee or any other
committee or any officer to whom the Board or the Human Resources and
Compensation Committee has delegated authority 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 full power 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 Eligible
Persons 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 each Award granted under the Plan; (iv) determine the terms and
conditions of any Award granted under the Plan (including, without limitation,
whether an Award shall be subject to Section 16 or any other performance
condition); (v) approve the forms of notice or agreement for use under the
Plan; (vi) determine whether, to what extent and under what circumstances
Awards may be settled in cash, shares of Common Stock or other property, or
canceled or suspended; (vii) determine whether, to what extent and under
what circumstances cash, shares of Common Stock, other property and other
amounts payable with respect to an Award shall be deferred either automatically
or at the election of the Participant; (viii) interpret and administer the
Plan and any instrument evidencing an Award, notice or agreement executed or
entered into under the Plan; (ix) establish such rules and regulations as
it shall deem appropriate for the proper administration of the Plan;
(x) delegate ministerial duties to such of the Company’s employees as it so
determines; and (xi) make any other determination and take any other action
that the Committee deems necessary or desirable for administration of the
Plan.




(b) In no
event, however, shall the Committee have the right, without shareholder
approval, to (i) cancel or amend outstanding Options or SARs for the
purpose of repricing, replacing or regranting such Options or SARs with Options
or SARs that have a purchase or grant price that is less than the purchase or
grant price of the original Options or SARs except in connection with
adjustments provided in Section 15, or (ii) issue an Option or amend
an outstanding Option to provide for the grant or issuance of a new Option on
exercise of the original Option.




(c) The
effect on the vesting of an Award of a Company-approved leave of absence or a
Participant’s working less than full time shall be determined by the Company’s
chief human resources officer or other person performing that function or, with
respect to persons subject to Section 16 of the Exchange Act or Section 162(m)
of the Code, by the Human Resources and 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.




SECTION
4.    SHARES SUBJECT TO THE PLAN




4.1           Authorized
Number of Shares




Subject
to adjustment from time to time as provided in Section 15.1, the number of
shares of Common Stock available for issuance under the Plan shall
be:




(a)
3,000,000 shares; plus




(b) any
shares subject to outstanding awards under the Company’s 2006 Equity Incentive
Plan (and its predecessor, the Company’s 1994 Stock Incentive Plan) and the
Company’s 2000 Nonqualified Stock Option Plan on the Effective Date that cease
to be subject to such awards (other than by reason of exercise or settlement of
the awards to the extent they are exercised for or settled in shares); up to an
aggregate maximum of 2,789,931 shares, subject to adjustment from time to time
as provided in Section 15.1.




Shares
issued under the Plan shall be drawn from authorized and unissued
shares.




4.2           Share
Usage




(a)
Shares of Common Stock covered 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 Common Stock 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
Stock available 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 to, or
paid with respect to, an Award.




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




(c)
Notwithstanding anything in the 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 awards or 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 Human Resources and Compensation
Committee, the shares available for grant pursuant to the terms of such
preexisting 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 the entities 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 available shares 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 Company or 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, consolidation or
statutory share exchange is completed is approved by the Board, and said
agreement sets forth the terms and conditions of the substitution for or
assumption of outstanding awards of the Acquired Entity, said terms and
conditions shall be deemed to be the 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.




(d)
Notwithstanding the other provisions in this Section 4.2, the maximum
number of shares that may be issued upon the exercise of Incentive Stock Options
shall equal the aggregate share number stated in Section 4.1, subject to
adjustment as provided in Section 15.1.




4.3           Limitations
 
 Except for a number of Awards equal to 5% of the aggregate number of shares
specified in Section 4.1 and subject to adjustment as provided in Section 15.1,
all Awards (other than Awards of Options and Stock Appreciation Rights) shall be
made subject to a minimum vesting period at the Committee’s discretion of either
(i) a ratable three year period from the Grant Date, over which the Award vests
periodically based primarily on continuous service to the Company or a Related
Company or (ii) one year from the Grant Date for an Award that vests based
primarily upon the accomplishment of performance goals; provided, however, that
the Committee may waive such vesting restrictions (at the time of grant of the
Award or later) in the event of the participant’s death, Disability or
Retirement, or a Company Transaction, sale, merger, consolidation,
reorganization, liquidation, dissolution or change of control of the
Company.
 
 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 Award may 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 a
capital-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




The
Committee 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
Award settlement may be subject to such conditions, restrictions and
contingencies as the Committee shall determine.




6.2           Evidence
of Awards




Awards
granted under the Plan shall be evidenced by a written notice or agreement,
which may be electronic or in paper, 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           Deferrals




The
Committee may permit or require a Participant to defer receipt of the payment of
any Award. If any such deferral election is permitted or required, the
Committee, in its sole discretion, shall establish rules and procedures for such
payment deferrals, which may include the grant of additional Awards or
provisions for the payment or crediting of interest or dividend equivalents,
including converting such credits to deferred stock unit
equivalents.




6.4           Dividends
and Distributions




Participants
may, 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 dividends or 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.




SECTION
7.    OPTIONS




7.1           Grant
of Options




The
Committee may grant Options designated as Incentive Stock Options or
Nonqualified Stock Options.




7.2           Option
Exercise Price




The
exercise price for shares purchased under an Option shall be as determined by
the Committee, but shall not be less than 100% of the Fair Market Value on the
Grant Date, except in the case of Substitute Awards.




7.3           Term
of Options




Subject
to earlier termination in accordance with the terms of the Plan and the
instrument evidencing the Option, the maximum term of an Option shall be as
established for that Option by the Committee or, if not so established, shall be
ten years from the Grant Date.




7.4           Exercise
of Options




The
Committee shall establish and set forth in each instrument that evidences an
Option the time at (and the conditions under) 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. 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 delivery to, 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 the Option is being exercised, the
restrictions imposed on the shares purchased under such exercise agreement, if
any, and such representations and agreements as may be required by the
Committee, accompanied by payment in full as described in Sections 7.5 and 13.
An Option may be exercised only for whole shares and may not be exercised for
fewer than a reasonable number of shares at any one time, as determined by the
Committee.




7.5           Payment
of Exercise Price




The
exercise price 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 Company will issue the shares being purchased and must be in a form or a
combination of forms acceptable to the Committee for that purchase (and, in the
case of Incentive Stock Options , set forth in the instrument evidencing the
Option), which forms may include:




(a) cash,
check or wire transfer;




(b)
tendering (either actually or, so long as the Common Stock is registered under
Section 12(b) or 12(g) of the Exchange Act, by attestation) shares of
Common Stock that have an aggregate Fair Market Value equal to the aggregate
exercise price of the shares being purchased under the Option owned by the
Participant for at least six months (or any other period necessary to avoid
adverse accounting consequences to the Company);




(c) so
long as the Common Stock is registered under Section 12(b) or 12(g) of the
Exchange Act, and to the extent permitted by law, delivery of a properly
executed exercise notice, together with irrevocable instructions to a brokerage
firm to deliver promptly to the Company the aggregate amount of proceeds 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




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




7.6           Effect
of Termination of Service




The
Committee 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 be waived or modified by the Committee at any time.




SECTION
8.    INCENTIVE STOCK OPTION LIMITATIONS




Notwithstanding
any other provisions of the Plan, the terms and conditions of any Incentive
Stock Options shall in addition comply in all respects with Section 422 of
the Code, or any successor provision, and any applicable regulations
thereunder.







SECTION
9.    STOCK APPRECIATION RIGHTS




9.1           Grant
of Stock Appreciation Rights




The
Committee 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”). The grant 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 upon such terms and conditions and for
the 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 term of a freestanding SAR shall be
as established for that SAR by the Committee or, if not so established, 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 Option upon 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.




9.2           Payment
of SAR Amount




Upon the
exercise of 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) the number 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 any other manner approved by the Committee in its sole
discretion.




SECTION
10.    STOCK AWARDS, RESTRICTED STOCK AND STOCK
UNITS




10.1           Grant
of Stock Awards, Restricted Stock and Stock Units




Subject
to Section 4.3 hereof, the Committee may grant Stock Awards, Restricted
Stock and Stock Units on such terms and conditions and subject to such
repurchase or forfeiture restrictions, 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 shall be set forth in the instrument
evidencing the Award.




10.2           Vesting
of Restricted Stock and Stock Units




Subject
to Section 4.3 hereof, upon the satisfaction of any terms, conditions and
restrictions prescribed with respect to Restricted Stock or Stock Units, or upon
a Participant’s release from any terms, conditions and restrictions of
Restricted Stock or Stock Units, as determined by the Committee, and subject to
the provisions of Section 13, (a) the shares of Restricted Stock
covered by each Award of Restricted Stock shall become freely transferable by
the Participant, 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 shall be paid to the Participant in cash.




SECTION
11.    PERFORMANCE AWARDS




11.1           Performance
Shares




Subject
to Section 4.3 hereof, the Committee may grant 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 unit valued by reference
to a designated number of shares of Common Stock, the value of which 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 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. Notwithstanding the foregoing, 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.




11.2           Performance
Units




Subject
to Section 4.3 hereof, the Committee may grant 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 valued by 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. Notwithstanding the foregoing, the amount to be paid under an Award
of Performance Units may be adjusted on the basis of such further consideration
as the Committee shall determine in its sole discretion.




SECTION
12.    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 payable in cash or
in shares of Common Stock under the Plan. Notwithstanding any other provisions
of the Plan to the contrary but subject to Section 4.3, any other incentives
payable in shares of Common Stock granted pursuant to this Section 12 shall
be subject to forfeiture restrictions to be determined by the
Committee.




SECTION
13.    WITHHOLDING




The
Company may require the Participant to pay to the Company the amount of
(a) any taxes or other required deductions that the Company is required by
applicable federal, state, local or foreign law to withhold, deduct or otherwise
pay 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 (“other obligations”). 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 other obligations are
satisfied.




The
Committee may permit or require a Participant to satisfy all or part of the
Participant’s tax withholding obligations 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 a number 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. Unless otherwise
determined appropriate by the Company, the value of the shares so withheld may
not exceed the employer’s minimum required tax withholding rate, and the value
of the shares so tendered may not exceed such rate to the extent the Participant
has owned the tendered shares for fewer than six months, if such limitations are
necessary to avoid adverse accounting consequences to the Company.




SECTION
14.    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 any other 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 more
beneficiaries 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 the
foregoing, the Committee, in its sole discretion, may permit a Participant to
assign or transfer an Award (other than an Incentive Stock Option) subject to
such terms and conditions as the Committee shall specify.




SECTION
15.    ADJUSTMENTS




15.1           Adjustment
of Shares




In the
event, at any time or from time to time, a stock dividend, stock split,
spin-off, combination or exchange of shares, recapitalization, merger,
consolidation, distribution to shareholders other than a normal cash dividend,
or other change in 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 for a 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 proportional adjustments
in (i) the maximum number and kind of securities available for issuance
under the Plan; (ii) the maximum number and kind of securities issuable as
Incentive Stock Options as set forth in Section 4.2; and (iii) the
number and kind of securities that are subject 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 conclusive and binding.




Notwithstanding
the foregoing, the issuance by the Company of shares of stock of any class, or
securities convertible into shares 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 convertible into 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 Transaction shall not be governed by
this Section 15.1 but shall be governed by Sections 15.2 and 15.3,
respectively.




15.2           Dissolution
or Liquidation




To the
extent not 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, forfeiture provision 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.




15.3           Company
Transaction




Notwithstanding
any other provision of the Plan to the contrary, unless the Committee shall
determine otherwise at the time of grant with respect to a particular Award, in
the event of a Company Transaction that is not a Related Party
Transaction:




(i) All
outstanding Awards, other than Performance Shares and Performance Units, shall
be converted, assumed or replaced by the Successor Company or shall become fully
and immediately exercisable, and all applicable restriction limitations or
forfeiture provisions shall lapse, immediately prior to the Company Transaction
and shall terminate effective at the effective time of the Company Transaction,
if and to the extent such Awards are not converted, assumed or replaced by the
Successor Company.




For the
purposes of this Section 15.3.1, an Award shall be considered converted,
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 Company
Transaction, 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 of consideration, 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, the Committee may, with the consent of the
Successor Company, provide for the consideration to be received upon the
exercise of the Option, for each share of Common Stock subject thereto, to be
solely common stock of the Successor Company substantially equal in fair 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 be
conclusive and binding.




(ii) All
Performance Shares or Performance Units earned and outstanding as of the date
the Company Transaction is determined to have occurred shall be payable in full
at the target level in accordance with the payout schedule pursuant to the Award
agreement. 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 Company Transaction and shall be payable in full at the target
level in accordance with the payout schedule pursuant to the Award agreement.
Any existing deferrals or other restrictions not waived by the Committee in its
sole discretion shall remain in effect.




(iii)
Notwithstanding the foregoing, the Committee, in its sole discretion, may
instead provide 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 Company Transaction 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 the number of 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 sole
discretion) exceeds (y) if applicable, the respective aggregate exercise
price or grant price for such Award.







15.4           Further
Adjustment of Awards




Subject
to Sections 15.2 and 15.3, the Committee shall have the discretion, exercisable
at any time before a sale, merger, consolidation, reorganization, liquidation,
dissolution or change in control of the Company, as defined by the Committee, to
take such further action as it determines 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 or duration 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 certain
categories 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, reorganization, liquidation, dissolution or change in control
that is the reason for such action.




15.5           No
Limitations




The grant
of Awards shall in 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.




15.6           Fractional
Shares




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




15.7           Section 409A
of the Code




Notwithstanding
anything in this Plan to the contrary, (a) any adjustments made pursuant to
this Section 15 to Awards that are considered “deferred compensation”
within the meaning of Section 409A of the Code shall be made in compliance
with the requirements of Section 409A of the Code; (b) any adjustments
made pursuant to Section 15 to Awards that are not considered “deferred
compensation” subject to Section 409A of the Code shall be made in such a
manner as to ensure that after such adjustment the Awards either
(i) continue not to be subject to Section 409A of the Code or
(ii) comply with the requirements of Section 409A of the Code; and
(c) in any event, the Committee shall not have the authority to make any
adjustments pursuant to Section 15 to the extent the existence of such
authority would cause an Award that is not intended to be subject to
Section 409A of the Code at the time of grant to be subject
thereto.




SECTION
16.    CODE SECTION 162(m) PROVISIONS




Notwithstanding
any other provision of the Plan, if the Committee determines, at the time Awards
are granted to a Participant who is, or is 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 16 is applicable to such Award.  For the avoidance of
doubt, the limit set forth in Section 16.3 shall, in all cases, apply to the
grant of Options and SARs to Covered Employees.  Although not required
in order to comply with the performance-based compensation exception under
Section 162(m) of the Code, options and SARs may be made subject to the
performance criteria set forth in Section 16.1 below.




16.1           Performance
Criteria




If an
Award is subject to this Section 16, 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 objective performance 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” 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 before income taxes,
depreciation and amortization; earnings per share; book value per share;
operating income (including or excluding 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; customer satisfaction,
employee satisfaction, services performance, cash management or asset management
metrics (together, the “Performance Criteria”). Such performance goals may be
stated in absolute terms or relative to comparison companies or indices to be
achieved during a period of time. Performance goals may relate to the
performance of the Company, any subsidiary, any portion of the business, product
line or any combination, relative to a market index, a group of companies (or
their subsidiaries, business units or product lines), or a combination, all as
determined by the Committee. The Committee shall have absolute discretion to
reduce the amount of the award payable to any Participant for any period below
the maximum award determined based on the attainment of performance goals. The
Committee may decide not to pay any such award to a participant for a period,
based on such criteria, factors and measures as the Committee in its sole
discretion may determine, including but not limited to individual performance
and the financial and other performance of the Company, or a subsidiary or other
business unit. 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.


16.2           Adjustment
of Awards
 Notwithstanding
any provision of the Plan other than Section 15, with respect to any Award
that is subject to this Section 16, the Committee may adjust downwards, but
not upwards, 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 the death or disability of the Covered Employee.
 16.3           Limitations
 Subject
to adjustment from time to time as provided in Section 15.1, no Covered
Employee may be granted Options, SARs, and/or Awards (other than Performance
Units) subject to this Section 16 in any calendar year period with respect
to more than 500,000 shares of Common Stock for such Awards in the aggregate,
except that the Company may make additional one-time grants of such Awards for
up to 500,000 shares to newly hired individuals in the calendar year of hire,
and the maximum dollar value payable with respect to Performance Units subject
to this Section 16 granted to any Covered Employee in any one calendar year
is $500,000.
  The
Committee shall have the power to impose such other restrictions on Awards
subject to this Section 16 as it may deem necessary or appropriate to
ensure 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
17.    AMENDMENT AND TERMINATION
  17.1           Amendment,
Suspension or Termination
  The Board
or the Human Resources and 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 or stock 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 17.3, the Committee may amend the terms of any
outstanding Award, prospectively or retroactively.
  17.2           Term
of the Plan
  Unless
sooner terminated 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 applicable terms and conditions and the Plan’s terms and conditions.
Notwithstanding the foregoing, no Incentive Stock Options may be granted more
than ten years after the date this Plan was adopted by the Board.
  17.3           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 Participant under the Plan unless such amendment, suspension or termination
is necessary or desirable to comply with any applicable law, regulation or
rule.  Notwithstanding the foregoing, any adjustments made pursuant to
Section 15 shall not be subject to these restrictions.
  SECTION
18.    GENERAL
  18.1           No
Individual Rights
  No
individual or Participant 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 be deemed 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 of the Company or any Related Company to terminate a Participant’s
employment or other relationship at any time, with or without
cause.
  18.2           Issuance
of Shares
  Notwithstanding
any other 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, such issuance, delivery or distribution would comply with all
applicable laws, regulations or rules (including, without limitation, the
requirements of the Securities Act or the laws, regulations or rules of any
state or foreign jurisdiction) and the applicable requirements of any securities
exchange or similar entity.
  The
Company shall be under no obligation to any Participant to register for offering
or resale or to qualify for exemption under the Securities Act, or to register
or qualify under the laws, regulations or rules 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 effect any such
registrations or qualifications if made.
  As a
condition to the exercise of an Option or any other receipt of Common Stock
pursuant to 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 and without 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 federal, state and foreign securities laws. At
the option of the Company, a stop-transfer order against any such shares may be
placed on the 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 in by counsel for the
Company) stating that such transfer is not in violation of any applicable law,
regulation or rule, may be stamped on stock certificates to ensure exemption
from registration. The Committee may also require the Participant to execute and
deliver 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 Common Stock, the
issuance may be effected on a noncertificated basis, to the extent not
prohibited by applicable laws, regulations or rules or the applicable rules of
any stock exchange.
  18.3           Indemnification
  Each
person who is or shall 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 any loss, 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 by reason 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 such claim, 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 such person’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 the Company’s
certificate 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.
  18.4           No
Rights as a Stockholder
  Unless
otherwise 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, shall entitle the Participant to any cash dividend, voting or 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.
  18.5           Compliance
With Laws and Regulations
  In
interpreting and applying the provisions of the Plan, any Option granted as an
Incentive Stock Option pursuant to the Plan shall, to the extent permitted by
law, be construed as an “incentive stock option” within the meaning of
Section 422 of the Code.
  
   18.6           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 those specified in
this 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 as may
be necessary or desirable to comply with provisions of the laws,
regulations  or rules of other countries or jurisdictions in which the
Company or any Related Company may operate or have Eligible Persons or
Participants to ensure the viability of the benefits from Awards granted to
Participants located 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, regulations or rules, and meet the objectives of
the Plan.
  18.7           No
Trust or Fund
  The Plan
is intended to constitute 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 deferred amounts payable to any Participant, and no Participant
shall have any rights that are greater than those of a general unsecured
creditor of the Company.
  18.8           Successors
  All
obligations of the Company 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 all the business and/or assets of the
Company.
  18.9           Severability
  If any
provision of the Plan 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, regulation or rule deemed applicable by the
Committee, such provision shall be construed or deemed amended to conform to
applicable laws, regulations or rules 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 such
jurisdiction, person or Award, and the remainder of the Plan and any such Award
shall remain in full force and effect.
  18.10           Choice
of Law
  The Plan,
all Awards 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 Oregon without giving
effect to principles of conflicts of law.
  18.11           Legal
Requirements
  The
granting of Awards 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
19.    EFFECTIVE DATE
  The
effective date (the “Effective
Date”) is the date on which the Plan is approved by the shareholders of
the Company.
  
  
  DEFINITIONS
  
  As used
in the Plan,
  “Acquired Entity” means any
entity acquired by the Company or a Related Company or with which the Company or
a Related Company merges or combines.
  “Award” means any Option,
Stock Appreciation Right, Stock Award, Restricted Stock, 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.
  “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 Merix
Corporation, an Oregon corporation.
  “Company Transaction,”unless otherwise 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 consummation of:
  (a) a
merger or consolidation of the Company with or into any other company or other
entity;
  (b) a
statutory share exchange pursuant to which the Company’s outstanding shares are
acquired or a sale in one transaction or a series of transactions undertaken
with a common purpose of all of the Company’s outstanding voting
securities;
  (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.
  (d) an
acquisition by any Entity of beneficial ownership (within the meaning of Rule
13d-3 promulgated under the Exchange Act) of 30% or more of either (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 to vote generally in the election of
directors (the “Outstanding
Company Voting Securities”), excluding, however, the following:
(i) any acquisition directly from the 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 acquisition by 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) a Related Party
Transaction; or
  (e) a
change in the composition of the Board during any two-year period such that the
individuals who, as of the 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 individual
who 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 half of those individuals who
are members of 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 individual whose initial assumption of office occurs as a result
of or in connection with an actual or threatened solicitation of proxies or
consents by or on behalf of an Entity other than the Board shall not be
considered a member of the Incumbent Board.
  Where a
series of transactions undertaken with a common 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.
  “Human Resources and Compensation
Committee” means the Human Resources and Compensation Committee of the
Board.
  “Covered Employee” means a
“covered employee” as that term is defined for purposes of
Section 162(m)(3) of the Code or any successor provision.
  “Disability,” unless otherwise
defined by the Committee or 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 a mental or physical impairment of the
Participant that is expected to result in death or that has lasted or is
expected to last for a continuous period of 12 months or more and that causes
the Participant to be unable to perform his or her material duties for the
Company or a Related Company and to be engaged in any substantial gainful
activity, in each case as determined by the Company’s chief human resources
officer or other person performing that function or, in the case of directors
and executive officers, the Human Resources and Compensation Committee, whose
determination shall be conclusive and binding.
  “Effective Date” has the
meaning set forth in Section 19.
  “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) of the Exchange
Act).
  “Exchange Act” means the
Securities Exchange Act of 1934, as amended from time to time.
  “Fair Market Value” means the
average of the high and low trading prices for the Common Stock on any given
date during regular trading or, if not trading on that 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.
  “Grant Date”means the later
of (a) the date on which the Committee completes the corporate action
authorizing the grant of an Award or such later date specified by the Committee
or (b) the date on which all conditions precedent to an Award have been
satisfied, provided that conditions to the exercisability or vesting of Awards
shall not defer the Grant Date.
  “Incentive Stock Option”means
an Option granted with the intention that it qualify as an “incentive stock
option” as that term is defined for purposes of Section 422 of the Code or
any successor provision.
  “Nonqualified Stock Option”means an Option other than an Incentive Stock Option.
  “Option”means a right to
purchase Common Stock granted under Section 7.
  “Parent Company” means a
company or other entity which as a result of a Company Transaction owns the
Company 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 11.
  “Performance Criteria”has the
meaning set forth in Section 16.1.
  “Performance Share” means an
Award of units denominated in shares of Common Stock granted under
Section 11.1.
  “Performance Unit” means an
Award of units denominated in cash or property other than shares of Common Stock
granted under Section 11.2.
  “Plan” means the Merix
Corporation 2009 Equity Incentive Plan.
  “Related Company” means any
entity that is directly or indirectly controlled by, in control of or under
common control with the Company.
  “Related Party Transaction”means a Company Transaction pursuant to which:
  (a) the
Entities who are the beneficial owners of the Outstanding Company Common Stock
and Outstanding Company Voting Securities immediately 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 generally in 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;
  (b) no
Entity (other than the Company, any employee benefit plan (or related trust) of
the Company or a Related Company, the Successor Company or, if reference was
made to equity ownership of any Parent Company for purposes of determining
whether clause (a) above is satisfied in connection with the applicable
Company Transaction, such Parent Company) will beneficially own, directly or
indirectly, 30% or more of, respectively, the outstanding shares of common stock
of the Successor Company or the combined voting power of the outstanding voting
securities 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
  (c)
individuals who were members of the Incumbent Board will immediately after the
consummation of the Company Transaction constitute at least a majority of the
members of the board of directors of the Successor Company (or, if reference was
made to equity ownership of any Parent Company for purposes of determining
whether clause (a) above is satisfied in connection with the applicable
Company Transaction, of the Parent Company).
  “Restricted Stock” means an
Award of shares of Common Stock granted under Section 10 (and subject to
the provisions of Section 10.3), the rights of ownership of which are
subject to restrictions prescribed by the Committee.
  “Retirement,” unless otherwise
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 the Committee
or the Company’s chief human resources officer or other person performing that
function or, if not so defined, means Termination of Service on or after the
date the Participant reaches “normal retirement age,” as that term is defined in
Section 411(a)(8) of the Code.
  “Securities Act”means the
Securities Act of 1933, as amended from time to time.
  “Stock Appreciation Right” or
“SAR” means a right
granted under Section 9.1 to receive the excess of the Fair Market Value of
a specified number of shares of Common Stock over the grant price.
  “Stock Award” means an Award
of shares of Common Stock granted under Section 10 (and subject to the
provisions of Section 10.3), 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 10 (and subject
to the provisions of Section 10.3).
  “Substitute Awards” means
Awards granted or shares of Common Stock issued by the Company in substitution
or exchange for awards previously granted by an Acquired Entity.
  “Successor Company”means the
surviving company, the successor company or Parent Company, as applicable, in
connection with a Company Transaction.
  “Termination of Service” 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 to whether 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 Human Resources and
Compensation Committee, whose determination shall be conclusive and binding.
Transfer of a Participant’s employment or service relationship between the
Company and any Related Company shall not be considered a Termination of Service
for purposes of an Award. Unless the Human Resources and Compensation Committee
determines otherwise, a Termination of Service shall be deemed to occur if the
Participant’s employment or service relationship is with an entity that has
ceased to be a Related Company.
  “Vesting Commencement Date”
means the Grant Date or such other date selected by the Committee as the date
from which an Award begins to vest.
  
   PLAN
ADOPTION AND AMENDMENTS/ADJUSTMENTS
 SUMMARY
PAGE
 
 Date of Board
                      Action
                    Action
                    Section/Effect
                      of Amendment
                    Date of Shareholder
                      ApprovalAugust 14, 2009
                    Initial
      Plan Adoption
                    
                    October
      7, 2009
 
 
  
  EXHIBIT
31.1
 CERTIFICATION
OF CHIEF EXECUTIVE OFFICER PURSUANT TO
 RULE
13a-14(a) OR RULE 15d-14(a)
 OF
THE SECURITIES EXCHANGE ACT OF 1934
 
 I,
      Michael D. Burger, certify that:
 
 1.
                    I
      have reviewed this quarterly report on Form 10-Q of Merix
      Corporation;
 
 2.
                    Based
      on my knowledge, this report does not contain any untrue statement of a
      material fact or omit to state a material fact necessary to make the
      statements made, in light of the circumstances under which such statements
      were made, not misleading with respect to the period covered by this
      report;
 
 3.
                    Based
      on my knowledge, the financial statements, and other financial information
      included in this report, fairly present in all material respects the
      financial condition, results of operations and cash flows of the
      registrant as of, and for, the periods presented in this
      report;
 
 4.
                    I
      am responsible for establishing and maintaining disclosure controls and
      procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and
      internal control over financial reporting (as defined in Exchange Act
      Rules 13a-15(f) and 15d-15(f)) for the registrant and
  have:
 a.  Designed
      such disclosure controls and procedures, or caused such disclosure
      controls and procedures to be designed under my supervision, to ensure
      that material information relating to the registrant, including its
      consolidated subsidiaries, is made known to us by others within those
      entities, particularly during the period in which this report is being
      prepared;
 b.  Designed
      such internal control over financial reporting, or caused such internal
      control over financial reporting to be designed under my supervision, to
      provide reasonable assurance regarding the reliability of financial
      reporting and the preparation of financial statements for external
      purposes in accordance with generally accepted accounting
      principles;
 c.  Evaluated
      the effectiveness of the registrant’s disclosure controls and procedures
      and presented in this report my conclusions about the effectiveness of the
      disclosure controls and procedures, as of the end of the period covered by
      this report based on such evaluation;
and
 d.  Disclosed
      in this report any change in the registrant’s internal control over
      financial reporting that occurred during the registrant’s most recent
      fiscal quarter (the registrant’s fourth fiscal quarter in the case of an
      annual report) that has materially affected, or is reasonably likely to
      materially affect, the registrant’s internal control over financial
      reporting; and
 
 5.
                    I
      have disclosed, based on my most recent evaluation of internal control
      over financial reporting, to the registrant’s auditors and the audit
      committee of the registrant’s board of directors (or persons performing
      the equivalent functions):
 a.  All
      significant deficiencies and material weaknesses in the design or
      operation of internal control over financial reporting which are
      reasonably likely to adversely affect the registrant’s ability to record,
      process, summarize and report financial information;
  and
 b.   Any
      fraud, whether or not material, that involves management or other
      employees who have a significant role in the registrant’s internal control
      over financial reporting.
 
 Date:  January
13, 2010
 
 /s/ MICHAEL D.
BURGER
 Michael
D. Burger
 Director,
President and Chief Executive Officer
 (Principal
Executive Officer)
 
  
  EXHIBIT
31.2
 CERTIFICATION
OF CHIEF FINANCIAL OFFICER PURSUANT TO
 RULE
13a-14(a) OR RULE 15d-14(a)
 OF
THE SECURITIES EXCHANGE ACT OF 1934
 
 I,
      Kelly E. Lang, certify that:
 
 1.
                    I
      have reviewed this quarterly report on Form 10-Q of Merix
      Corporation;
 
 2.
                    Based
      on my knowledge, this report does not contain any untrue statement of a
      material fact or omit to state a material fact necessary to make the
      statements made, in light of the circumstances under which such statements
      were made, not misleading with respect to the period covered by this
      report;
 
 3.
                    Based
      on my knowledge, the financial statements, and other financial information
      included in this report, fairly present in all material respects the
      financial condition, results of operations and cash flows of the
      registrant as of, and for, the periods presented in this
      report;
 
 4.
                    I
      am responsible for establishing and maintaining disclosure controls and
      procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and
      internal control over financial reporting (as defined in Exchange Act
      Rules 13a-15(f) and 15d-15(f)) for the registrant and
  have:
 a.  Designed
      such disclosure controls and procedures, or caused such disclosure
      controls and procedures to be designed under my supervision, to ensure
      that material information relating to the registrant, including its
      consolidated subsidiaries, is made known to us by others within those
      entities, particularly during the period in which this report is being
      prepared;
 b.  Designed
      such internal control over financial reporting, or caused such internal
      control over financial reporting to be designed under my supervision, to
      provide reasonable assurance regarding the reliability of financial
      reporting and the preparation of financial statements for external
      purposes in accordance with generally accepted accounting
      principles;
 c.  Evaluated
      the effectiveness of the registrant’s disclosure controls and procedures
      and presented in this report my conclusions about the effectiveness of the
      disclosure controls and procedures, as of the end of the period covered by
      this report based on such evaluation;
and
 d.  Disclosed
      in this report any change in the registrant’s internal control over
      financial reporting that occurred during the registrant’s most recent
      fiscal quarter (the registrant’s fourth fiscal quarter in the case of an
      annual report) that has materially affected, or is reasonably likely to
      materially affect, the registrant’s internal control over financial
      reporting; and
 
 5.
                    I
      have disclosed, based on my most recent evaluation of internal control
      over financial reporting, to the registrant’s auditors and the audit
      committee of the registrant’s board of directors (or persons performing
      the equivalent functions):
 a.  All
      significant deficiencies and material weaknesses in the design or
      operation of internal control over financial reporting which are
      reasonably likely to adversely affect the registrant’s ability to record,
      process, summarize and report financial information;
  and
 b.   Any
      fraud, whether or not material, that involves management or other
      employees who have a significant role in the registrant’s internal control
      over financial reporting.
 
 Date:  January
13, 2010
 
 /s/ KELLY E.
LANG
 Kelly E.
Lang
 Executive
Vice President and Chief Financial Officer
 (Principal
Financial Officer)