Exhibit
10.2


FIRST
AMENDMENT

TO THE

ALLIED MOTION TECHNOLOGIES INC. DEFERRED COMPENSATION PLAN


WHEREAS, Allied Motion
Technologies Inc. (the “Company”) has reserved the right to amend the Allied
Motion Technologies Inc. Deferred
Compensation Plan (the “Plan”) at any time by action of its Board of Directors;
and


WHEREAS, this amendment has been
authorized by the Board of Directors of the Company;


NOW, THEREFORE, the Company
hereby amends the Plan as follows, effective as of the dates specified herein:


I.              Effective as of
the Effective Date of the Plan, Section 1.13 of the Plan is hereby amended to
read as follows:


1.13         “Investment
Funds” means those mutual funds that are designated by the Board from time to
time as the investments available to measure adjustments to Accounts, as
provided in Section 7.03.


II.            Effective as of
August 2, 2006, a new Section 1.13A is added to the Plan, as follows:


1.13A      The
Company shall be considered to be “Insolvent” for purposes of the Plan if (i)
the Company is unable to pay its debts as they become due, or (ii) the Company
is subject to a pending proceeding as a debtor under the United States
Bankruptcy Code.


III.           Effective as of
August 2, 2006, a new Section 9.03 is added to the Plan, as follows


9.03         Company
Obligation to Establish Trust.


(a)           Notwithstanding the
foregoing provisions of this Section 9, upon the  occurrence of any event described in
subsection (b), the Company shall, as soon as practicable, but in any case
within sixty (60) days after notice of such event is delivered to the Company
by any Participant as provided herein:


(i)            establish an irrevocable “rabbi
trust”, within the meaning of IRS Revenue Procedure 92-64, or any comparable
provision of law then in effect, 









 



 


under this Plan, which trust shall include a separate
account for each Participant; and


(ii)           contribute to such trust such
principal amount, in cash, as shall be sufficient to fully fund all benefits of
all Participants under the Plan which have theretofore accrued.


Thereafter, each Year the Company shall (A) contribute
to such trust such additional amounst as shall be required such that, after
such contribution, the assets in the trust shall be sufficient to fully fund all
benefits under the Plan which have theretofore accrued, and (B) cause the
trustee to deliver periodic reports to all Participants (not less frequently
than annually) with respect to the assets, gains and losses of the Participant’s
account under the trust.


(b)           The events referred
to in subsection (a) are as follows:


(i)            A “Change of Control” with respect
to the Company;


(ii)           The Company’s becoming Insolvent; or


(iii)          Any Participant’s delivery of a
written notice to the Company requesting that the Company establish a rabbi
trust as provided herein.


IV.           Effective as of
August 2, 2006, a new Section 12.08 is added to the Plan, as follows:


12.08       Notices. All notices and other communications required
or permitted to be given under the Plan shall be in writing and shall be deemed
to have been duly given if (a) delivered personally, (b) sent by next-day or
overnight mail or delivery, or (c) sent by fax, as follows:


(a)           If to the Company
to:


Allied Motion Technologies Inc.

Suite 150

23 Inverness Way East

Englewood, CO 80112

Fax:  (303) 799-8521

Attention:  Secretary


(b)           If to any
Participant, to the address or fax number of such Participant most recently
provided to the Company by the Participant.









 



 


IN
WITNESS WHEREOF, the Company has caused this First Amendment to
be executed this 2nd day of August, 2006.


	
  

  	
  ALLIED
  MOTION TECHNOLOGIES INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Susan M.
  Chiarmonte

  	
   

  
	
   

  	
   

  	
  Secretary and
  Treasurer