8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

NOVEMBER 20, 2007
Date of Report (Date of earliest event reported)

EAGLE TEST SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

Delaware
(State or Other Jurisdiction
of Incorporation) 000-51828
(Commission File No.) 36-2917389
(IRS Employer
Identification No.)

2200 Millbrook Drive
Buffalo Grove, Illinois 60089
(Address of Principal Executive Offices, including Zip Code)

Registrant’s telephone number, including area code: (847) 367-8282

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

     On November 20, 2007, the Compensation Committee of the Board of Directors (the “Compensation Committee”) approved the Eagle Test Systems, Inc. 2008 Management Bonus Plan (the “Bonus Plan”) and established bonus awards that may be earned for fiscal 2008 under the Bonus Plan by the Chief Executive Officer and President, the Chief Operating Officer and Executive Vice President, the Chief Financial Officer, and Chief Technical Officer and Vice President of Technical Solutions, and other officers approved for participation in the Bonus Plan by the Compensation Committee (each a “Participant”). A Participant may receive a bonus payment under the Bonus Plan based upon the attainment of performance targets which are established by the Compensation Committee, in its sole discretion, and may relate to financial measures with respect to the Company, including operating income, as well as individual performance goals (collectively, the “Performance Goals”). No bonuses shall be paid to Participants unless and until the Compensation Committee makes a determination with respect to the attainment of the Performance Goals. The Compensation Committee and/or the Board of Directors retain the right to amend, alter or terminate the Bonus Plan at any time. A copy of the Bonus Plan is attached hereto as Exhibit 10.1, and is incorporated herein by reference.

Item 9.01. Exhibits

(d) Exhibits

10.1     Eagle Test Systems, Inc. 2008 Management Bonus Plan

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SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned thereunto duly authorized.

	EAGLE TEST SYSTEMS, INC.
November 27, 2007	By:	/s/ Stephen J. Hawrysz
		Stephen J. Hawrysz
		Chief Financial Officer

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EXHIBIT INDEX

EXHIBIT
NUMBER	DESCRIPTION
10.1	Eagle Test Systems, Inc. 2008 Management Bonus Plan

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EX-10.1

Exhibit 10.1

EAGLE TEST SYSTEMS, INC.
2008 MANAGEMENT BONUS PLAN

1.       Purpose

          This Management Bonus Plan (the “Incentive Plan”) is intended to provide an incentive for superior work and to motivate eligible executives of Eagle Test Systems, Inc. (the “Company”) and its subsidiaries toward even higher achievement and business results, to tie their goals and interests to those of the Company and its stockholders and to enable the Company to attract and retain highly qualified executives. The Incentive Plan is for the benefit of Covered Executives (as defined below).

2.       Covered Executives

          From time to time, the Compensation Committee of the Board of Directors of the Company (the “Compensation Committee”) may select certain key executives (the “Covered Executives”) to be eligible to receive bonuses hereunder.

3.       Administration

          The Compensation Committee shall have the sole discretion and authority to administer and interpret the Incentive Plan.

4.       Bonus Determinations

          (a) A Covered Executive may receive a bonus payment under the Incentive Plan based upon the attainment of performance targets which are established by the Compensation Committee, in its sole discretion, and may relate to financial measures with respect to the Company, including operating income, or any of its subsidiaries, as well as departmental or individual performance goals (collectively, the “Performance Goals”).

          (b) No bonuses shall be paid to Covered Executives unless and until the Compensation Committee makes a determination with respect to the attainment of the Performance Goals. Notwithstanding the foregoing, the Company may pay bonuses (including, without limitation, discretionary bonuses) to Covered Executives under the Incentive Plan based upon such other terms and conditions as the Compensation Committee may in its sole discretion determine.

          (c) Each Covered Executive shall have a targeted bonus opportunity for each performance period, as determined in the sole discretion of the Compensation Committee.

          (d) The payment of a bonus to a Covered Executive with respect to a performance period shall be conditioned upon the Covered Executive’s employment by the Company on the last day of the performance period; provided, however, that the Compensation Committee may make exceptions to this requirement, in its sole discretion, including, without limitation, in the case of a Covered Executive’s termination of employment, retirement, death or disability.

5.       Timing of Measurement

          The Performance Goals will be measured at the end of each fiscal year after the preparation of the Company’s financial statements for such year is complete.

6.       Amendment and Termination

          The Company reserves the right to amend or terminate the Incentive Plan at any time in its sole discretion.

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