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

Date of Report (Date of earliest event reported): January 18, 2012

MULTI-FINELINE ELECTRONIX, INC.

(Exact name of registrant as specified in its charter)

Delaware	000-50812	95-3947402
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

3140 East Coronado Street

Anaheim, CA 92806

(Address of Principal Executive Offices) (Zip Code)

(714) 688-5201

(Registrant’s telephone number, including area code)

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:

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

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

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

¨ 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.

(e) Executive Change in Control Agreements and Amendment to 2004 Stock Incentive Plan

On January 18, 2012, Multi-Fineline Electronix, Inc. (the “Company”) adopted a plan authorizing the Company to enter into change in control agreements (“CIC Agreements”) with each of its chief executive officer and other current named executive officers. The Company anticipates entering into the CIC Agreements with each named executive prior to the end of January. The term of each of the CIC Agreements continues for two years from the date of execution, with automatic one-year extensions following that date unless a change in control occurs or the CIC Agreement is terminated by (i) the Company at least 12 months prior to the expiration date or (ii) the employee, in each case in accordance with the terms of the CIC Agreement. In the event of a change in control as defined in the CIC Agreements, the CIC Agreements will expire two years following the occurrence of such change in control or following payment in full of all benefits becoming payable under the CIC Agreements, if later.

The CIC Agreements are generally “double trigger” agreements which provide that the executives will only receive certain benefits if (1) a change in control occurs and (2) the executive’s employment is involuntarily terminated. Involuntary termination for this purpose means termination of the executive’s employment without cause or the executive’s resignation for good reason, in either case within the period that is three months prior to, through twenty-four months following, the change in control. If these conditions are triggered, then the Company will make certain payments and provide certain benefits to the executive, including:

• payment of a pro rata bonus based on the executive’s target bonus for the year in which the change in control occurs;

• a lump sum cash payment equal to 2.5 times for Mr. Meshgin, and 1.7 times for each other executive, the sum of (a) the executive’s base salary plus (b) the executive’s target bonus for the year in which the change in control occurs;

• an additional cash payment equal to 0.5 times for Mr. Meshgin, and 0.3 times for each other executive, the sum of (a) the executive’s base salary plus (b) the executive’s target bonus for the year in which the change in control occurs if the executive voluntarily agrees not to compete with the Company, which payment will be made in equal monthly installments over the restricted period subject to the executive’s compliance with the non-compete;

• payment of continuing healthcare benefits for 36 months for Mr. Meshgin and 24 months for each other executive or until the executive obtains healthcare coverage under another employer’s plan, if earlier; and

• vesting in full of all of the executive’s then-outstanding equity awards.

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The CIC Agreements also generally provide that upon the occurrence of a change in control:

• all of the executive’s equity awards that are subject to time-based vesting will become fully vested as of the time the change in control occurs; and

• all of the executive’s performance-based equity awards, in an amount that would be earned if the applicable performance goals were achieved at 100% of the target level, will be converted into time-based equity awards that will vest upon the earliest of (i) the failure of the acquiring entity to assume the Company’s obligations under the equity awards in connection with the change in control, (ii) the participant’s involuntary termination of employment or (iii) the completion of the award’s original performance period.

Under the CIC Agreements, “cause” is generally defined as the executive’s (a) willful or reckless and repeated failure to satisfactorily perform the executive’s duties with the Company, (b) failure to comply with all material applicable laws, (c) failure to comply with all lawful and material directives from the Company’s executive management in performing the executive’s duties or in directing the conduct of the Company’s business, (d) commission of a felony or intentionally fraudulent act against the Company that demonstrates the executive’s untrustworthiness or lack of integrity, (e) commission of any material fraud against the Company or use or intentional appropriation for personal use or benefit of any material funds or properties of the Company not authorized by the Company to be so used or appropriated, or (f) material noncompliance with Company policy or procedure. “Good reason” is generally defined as (a) a material diminution in the executive’s authority, duties or responsibilities, (b) a material diminution in the authority, duties, or responsibilities of the supervisor to whom the executive is required to report, (c) a material reduction in the executive’s base salary or annual target bonus, (d) a material diminution in the budget over which the executive retains authority, (e) the relocation of the executive to a work location more than fifty miles from the executive’s then present location of employment, or (f) any other action or inaction by the Company or its successor that constitutes a material breach of the Agreement or any employment agreement with the Company or its successor to which the executive is a party.

If any part of the payments or benefits received by an executive in connection with a termination following a change in control constitutes an excess parachute payment under Section 4999 of the Internal Revenue Code, the executive will receive the greater of (a) the amount of such payments and benefits reduced so that none of the amount constitutes an excess parachute payment, net of income taxes, or (b) the amount of such payments and benefits, net of income taxes and net of excise taxes under Section 4999 of the Internal Revenue Code.

The CIC Agreements require the executive’s continued compliance with non-solicitation covenants for 36 months following Mr. Meshgin’s termination, and 24 months following each other executive’s termination, as well as non-disparagement obligations and continued protection of confidential Company information. The executives must also execute a release of claims for the severance payments to be made.

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Also on January 18, 2012, the Company’s Board of Directors approved certain amendments to the Company’s Amended and Restated 2004 Stock Incentive Plan (the “2004 Plan”), including but not limited to the following: (a) revision of the definition of “Change in Control” to conform to the definition of “Change in Control” in the CIC Agreements, (b) revision of the acceleration of vesting provisions upon a change in control for both time-based equity awards and performance-based equity awards under the 2004 Plan, and (c) revision of the definition of “Qualifying Termination.”

The foregoing description of the CIC Agreements and summary of amendments to the 2004 Plan do not purport to be complete and are qualified in their entirety by reference to the Change in Control Plan and the Amended and Restated 2004 Stock Incentive Plan, copies of which are attached hereto as Exhibits 10.78 and 10.79, respectively, and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
10.78	Change in Control Plan
10.79	Amended and Restated 2004 Stock Incentive Plan

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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 hereunto duly authorized.

	Multi-Fineline Electronix, Inc., a Delaware corporation
Date: January 19, 2012
	By:	/s/ Reza Meshgin
		Reza Meshgin
		President and Chief Executive Officer

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Exhibit Index

Exhibit No.	Description
10.78	Change in Control Plan
10.79	Amended and Restated 2004 Stock Incentive Plan

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EX-10.78

Exhibit 10.78

MULTI-FINELINE ELECTRONIX, INC.

CHANGE IN CONTROL PLAN

1. ESTABLISHMENT, PURPOSE AND TERM OF PLAN

1.1 Establishment. This Multi-Fineline Electronix, Inc. Change in Control Plan (the “Plan”) is established by the Compensation Committee of the Board of Directors of Multi-Fineline Electronix, Inc., effective January 18, 2012 (the “Effective Date”).

1.2 Purpose. The Company draws upon the knowledge, experience and advice of the officers and key executives of the Company and its subsidiaries in order to manage its business for the benefit of the Company’s stockholders. It is expected that the Company from time to time will consider the possibility of an acquisition by another company or other Change in Control. The Committee recognizes that such consideration, as well as the possibility of an involuntary termination or reduction in responsibility, can be a distraction to the Company’s officers and key executives and can cause them to consider alternative employment opportunities. The Committee believes that it is in the best interests of the Company and its stockholders to assure that the Company will have the continued dedication and objectivity of its officers and key executives, notwithstanding the possibility, threat or occurrence of such an event. The purpose of this Plan is to provide its Participants with specified compensation and benefits in the event of a Change in Control and termination of employment under circumstances specified herein.

1.3 Term of Plan. The initial term of the Plan (the “Initial Term”) shall commence on the Effective Date and, unless a Change in Control has occurred during the Initial Term or the Initial Term is automatically renewed as provided below, the Plan shall terminate and all Participation Agreements previously entered into shall automatically terminate and cease to be of any force or effect on the second (2nd) anniversary of the Effective Date. Notwithstanding the foregoing, the Initial Term and each subsequent Renewal Term shall be extended automatically for an additional term of one (1) year (each, a “Renewal Term”) from the end of the Initial Term or then effective Renewal Term, as the case may be, and Participation Agreements previously entered into shall not terminate at the end of the Initial Term or then effective Renewal Term unless, at least twelve (12) months prior to the end of such then effective term, the Committee has determined by resolution and given written notice to each Participant that the Plan shall terminate at the end of such then effective term. However, the Plan shall not terminate following the occurrence of a Change in Control until all payments and benefits required to be provided pursuant to the Plan have been provided in full.

2. DEFINITIONS AND CONSTRUCTION

2.1 Definitions. Except as otherwise defined by an individual Participant’s Participation Agreement, whenever used in this Plan the following terms shall have the meanings set forth below:

(a) “Annual Base Salary Rate” means the Participant’s annual base salary rate in effect immediately prior to the Participant’s Involuntary Termination, without

giving effect to any reduction in the Participant’s annual base salary rate that constitutes a condition giving rise to Good Reason. For this purpose, base salary does not include any bonuses, commissions, fringe benefits, car allowances, other irregular payments or any other compensation except base salary.

(b) “Annual Bonus Rate” means an amount equal to all annual incentive bonuses that would be earned by the Participant at the targeted annual rate (assuming attainment of 100% of all applicable performance goals) under the terms of the programs, plans or agreements providing for such bonuses in which the Participant was participating for the fiscal year of the Company in which the earlier of the Change in Control or the Participant’s Involuntary Termination occurs, without giving effect to any reduction in the Participant’s annual incentive bonuses that constitutes a condition giving rise to Good Reason. For this purpose, annual incentive bonuses shall not include signing bonuses or other nonrecurring cash incentive awards.

(c) “Board” means the Board of Directors of the Company.

(d) “Cash Non-Competition Consideration Multiplier” means (1) with respect to a Participant who is, immediately prior to the commencement of the Change in Control Period, the Chief Executive Officer, a factor of five-tenths (0.5), and (2) with respect to all other Participants a factor of three-tenths (0.3).

(e) “Cash Severance Multiplier” means (1) with respect to a Participant who is, immediately prior to the commencement of the Change in Control Period, the Chief Executive Officer, a factor of 2 and five-tenths (2.5), and (2) with respect to all other Participants a factor of one and seven-tenths (1.7).

(f) “Cause” means the occurrence of any of the following: (1) the Participant’s (i) willful or reckless and (ii) repeated failure to satisfactorily perform the Participant’s job duties after written notice of such failure to the Participant and no less than a one-month period in which to prospectively cure such failure to perform has lapsed without satisfactory cure; (2) the Participant’s failure to comply with all material applicable laws; (3) the Participant’s failure to comply with all lawful and material directives from the Board or executive management of the Company in performing the Participant’s job duties or in directing the conduct of the Company’s business after written notice of such failure to the Participant and no less than a one-month period in which to prospectively cure such failure to comply has lapsed without satisfactory cure; (4) commission by the Participant of any felony or intentionally fraudulent act against the Company or its employees, agents or customers that demonstrates the Participant’s untrustworthiness or lack of integrity; (5) commission by the Participant of any material fraud against the Company or use or intentional appropriation for the Participant’s personal use or benefit of any material funds or properties of the Company not authorized by the Company to be so used or appropriated; or (6) any material noncompliance by the Participant with Company policy or procedure after written notice of such noncompliance to the Participant and no less than a one-month period in which to prospectively cure such noncompliance has lapsed without satisfactory cure.

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(g) “Change in Control” means the occurrence of any of the following:

(1) the acquisition of beneficial ownership, directly or indirectly, of securities having fifty percent (50%) or more of the combined voting power of the Company’s then outstanding securities by any “Unrelated Person” or “Unrelated Persons” acting in concert with one another either at one time or over a series of acquisitions. For purposes of this definition, the term “Person” shall mean and include any individual, partnership, joint venture, association, trust, corporation, or other entity (including a “group” as referred to in Section 13(d)(3) of the Securities Exchange Act of 1934). For purposes of this Section, the term “Unrelated Person” shall mean and include any Person other than the Company, an employee benefit plan of the Company, or any beneficial owner of fifty percent (50%) or more of the combined voting power of the Company’s then outstanding securities as of the Effective Date (which, for the avoidance of doubt, shall include WBL Corporation Limited);

(2) the Company is party to a merger, consolidation or similar corporate transaction, or series of related transactions, which results in the holders of the voting securities of the Company outstanding immediately prior to such transaction(s) failing to retain immediately after such transaction(s) direct or indirect beneficial ownership of more than fifty percent (50%) of the total combined voting power of the securities entitled to vote generally in the election of directors of the Company or the surviving entity outstanding immediately after such transaction(s);

(3) the consummation of any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all of the assets of the Company and its subsidiaries (taken as a whole), other than pursuant to a sale-leaseback, structured finance or other form of financing transaction;

(4) the stockholders of the Company shall approve any plan or proposal for liquidation or dissolution of the Company;

(5) as a result of a “going private” transaction, the common stock of the Company ceases to be traded on any established United States securities exchange; or

(6) a change in the composition of the Board within any consecutive period of thirty-six (36) months as a result of which fewer than a majority of the directors are Incumbent Directors.

Notwithstanding the foregoing, to the extent that any amount constituting Section 409A Deferred Compensation would become payable under this Plan by reason of a Change in Control, such amount shall become payable only if the event constituting a Change in Control would also constitute a change in ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company within the meaning of Section 409A.

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(h) “Change in Control Period” means a period commencing upon the date three (3) months prior to the consummation of a Change in Control and ending on the date occurring twenty-four (24) months following the consummation of such Change in Control.

(i) “Chief Executive Officer” means the individual who, immediately prior to the commencement of the Change in Control Period, serves as the Company’s Chief Executive Officer appointed by the Board.

(j) “Code” means the Internal Revenue Code of 1986, as amended, or any successor thereto and any applicable regulations or administrative guidelines promulgated thereunder.

(k) “Committee” means the Compensation Committee of the Board.

(l) “Company” means Multi-Fineline Electronix, Inc., a Delaware corporation, and, following a Change in Control, a Successor that agrees to assume all of the terms and provisions of this Plan or a Successor which otherwise becomes bound by operation of law to this Plan.

(m) “Company Group” means the group consisting of the Company and each present or future parent and subsidiary corporation (or other business entity) thereof.

(n) “Continued Healthcare Benefit Period” means (1) with respect to a Participant who is, immediately prior to the commencement of the Change in Control Period, the Chief Executive Officer, a period of thirty (36) months, and (2) with respect to all other Participants a period of twenty-four (24) months; provided, however, that the Continued Healthcare Benefit Period shall end on the date the Participant and the Participant’s covered dependents, if any, obtain healthcare coverage under another employer’s plan(s).

(o) “Disability” means that the Participant has been unable to perform his or her duties with the Company Group as the result of incapacity due to physical or mental illness, and such inability, at least one-hundred eighty (180) days after its commencement, is determined to be total and permanent by a physician selected by the Company Group or its insurers and acceptable to the Participant or the Participant’s legal representative (such agreement as to acceptability not to be unreasonably withheld).

(p) “Equity Award” means any Performance Vesting Equity Award, Time Vesting Equity Award or other share-based award granted to a Participant (whether before or after such Participant’s participation in the Plan commenced) by the Company, the Successor or any other member of the Company Group, whether granted before or after a Change in Control, including any such award which is assumed or continued by, or for which a replacement award is substituted by, the Successor or any other member of the Company Group in connection with a Change in Control.

(q) “Good Reason” means the occurrence during a Change in Control Period of any of the following conditions without the Participant’s informed written consent, which condition(s) remain(s) in effect thirty (30) days after written notice of such condition(s)

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given by the Participant to the Company within ninety (90) days following the initial occurrence of such condition(s):

(1) a material diminution in the Participant’s authority, duties or responsibilities;

(2) a material diminution in the authority, duties, or responsibilities of the supervisor to whom the Participant is required to report, including a requirement that the Participant report to a corporate officer or employee instead of reporting directly to the board of directors of a corporation (or similar governing body with respect to an entity other than a corporation);

(3) a material reduction in the Participant’s Annual Base Salary Rate or Annual Bonus Rate;

(4) a material diminution in the budget over which the Participant retains authority;

(5) the relocation of the Participant to a work location more than fifty (50) miles from the Participant’s then present location of employment; or

(6) any other action or inaction by the Company, the Successor or any other member of the Company Group that constitutes a material breach of this Plan or any employment agreement with the Company Group to which the Participant is a party.

The existence of Good Reason shall not be affected by the Participant’s temporary incapacity due to physical or mental illness not constituting a Disability. The Participant’s continued employment for a period not exceeding two (2) years following the initial occurrence of any condition constituting Good Reason shall not constitute consent to, or a waiver of rights with respect to, such condition. For the purposes of any determination regarding the existence of Good Reason hereunder, any claim by the Participant that Good Reason exists shall be presumed to be correct unless the Company establishes to the Board that Good Reason does not exist, and the Board, acting in good faith, affirms such determination by a vote of not less than two-thirds of its entire membership (excluding the Participant if the Participant is a member of the Board).

(r) “Incumbent Director” means a director who either (1) is a member of the Board as of the Effective Date, or (2) is elected, or nominated for election, to the Board with the affirmative votes of at least a majority of the Incumbent Directors at the time of such election or nomination, but (3) was not elected or nominated in connection with an actual or threatened proxy contest relating to the election of directors of the Company.

(s) “Involuntary Termination” means the occurrence of either of the following:

(1) termination by the Company Group during a Change in Control Period of the Participant’s employment for any reason other than Cause; or

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(2) the Participant’s resignation for Good Reason from all capacities in which the Participant is then rendering service to the Company Group, provided that such resignation is effective no later than two (2) years following the initial occurrence during a Change in Control Period of a condition constituting Good Reason;

provided further, however, that Involuntary Termination shall not include any termination of the Participant’s employment which is (i) for Cause, (ii) a result of the Participant’s death or Disability, or (iii) a result of the Participant’s voluntary termination of employment other than for Good Reason.

(t) “Key Employee Retention Plan” means the Key Employee Retention Plan of the Company adopted by the Committee on January 18, 2012 and as amended from time to time.

(u) “Local Law” means the law of the jurisdiction in which the Participant is employed that is applicable to and binding upon the operation of, and benefits to be provided by, the Plan or is otherwise applicable upon the Participant’s Involuntary Termination.

(v) “Participant” means each individual designated by the Committee to participate in the Plan who has executed a Participation Agreement.

(w) “Participation Agreement” means an Agreement to Participate in the Plan in the form attached hereto as Exhibit A or in such other form as the Committee may approve from time to time; provided, however, that, after a Participation Agreement has been entered into between a Participant and the Company, it may be modified only by a supplemental written agreement executed by both the Participant and the Company. The terms of such forms of Participation Agreement need not be identical with respect to each Participant and may modify or add to the definitions of any of the terms set forth in this Section 2.1.

(x) “Performance Vesting Equity Award” means any share-based award granted by the Company to a Participant (whether before or after such Participant’s participation in the Plan commenced) under any share-based award plan of the Company, the vesting or earning of which is conditioned in whole or in part upon the achievement of one or more performance goals (e.g., the attainment of a target stock price or achievement of a corporate financial goal), notwithstanding that the vesting or earning of such award may also be conditioned upon the continued service of the award holder.

(y) “Release” means a general release of all known and unknown claims against the Company Group and its affiliates and their stockholders, directors, officers, employees, agents, successors and assigns substantially in the form attached hereto as Exhibit B (“General Release of Claims (Age 40 and over)”) or Exhibit C (“General Release of Claims (Under age 40)”), whichever is applicable, with any modification thereto determined by legal counsel to the Company to be necessary or advisable to comply with Local Law or other applicable law or to accomplish the intent of this Plan.

(z) “Repatriation Benefits Agreement” means an agreement or so much of an agreement that provides for payment of repatriation benefits to a Participant under circumstances that would constitute an Involuntary Termination.

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(aa) “Section 409A” means Section 409A of the Code.

(bb) “Section 409A Deferred Compensation” means compensation and benefits provided by the Plan that constitute or would give rise to deferred compensation subject to and not exempted from the requirements of Section 409A.

(cc) “Separation from Service” means a separation from service within the meaning of Section 409A.

(dd) “Specified Employee” means a specified employee within the meaning of Section 409A.

(ee) “Successor” means any successor in interest to substantially all of the business and/or assets of the Company.

(ff) “Termination Year Bonus” means an amount equal to (1) the Participant’s Annual Bonus Rate multiplied by (2) a ratio, the numerator of which is number of days elapsed during the Company fiscal year of the Participant’s Involuntary Termination prior to the date of the Participant’s termination of employment, and the denominator of which is the total number of days contained in such Company fiscal year.

(gg) “Time Vesting Equity Award” means any share-based award granted by the Company to a Participant (whether before or after such Participant’s participation in the Plan commenced) under any share-based award plan of the Company, the vesting or earning of which is based solely upon the continued service of the award holder over a specified period of time.

(hh) “Voluntary Non-Competition Addendum” means an addendum to a Participant’s Release in the form attached hereto as Exhibit D which has been voluntarily executed by the Participant and, subject to the Participant’s continued satisfaction of its terms, will entitle the Participant to certain Monthly Voluntary Non-Competition Payments described in Section 5.3.

(ii) “Voluntary Non-Competition Period” means (1) with respect to a Participant who is, immediately prior to the commencement of the Change in Control Period, the Chief Executive Officer, a period of twelve (12) months, and (2) with respect to all other Participants a period of eight (8) months.

2.2 Construction. The Company intends that all payments and benefits provided by this Plan shall be exempt from or comply with all applicable requirements of Section 409A, and any ambiguities in the Plan shall be construed in a manner consistent with such intent. Captions and titles contained herein are for convenience only and shall not affect the meaning or interpretation of any provision of the Plan. Except when otherwise indicated by the context, the singular shall include the plural and the plural shall include the singular. Use of the term “or” is not intended to be exclusive, unless the context clearly requires otherwise.

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3. ELIGIBILITY

The Committee shall designate those employees of the Company Group who shall be eligible to become Participants in the Plan. To become a Participant, the designated employee must execute a Participation Agreement. No Participant in the Plan may also participate in the Key Employee Retention Plan.

4. TREATMENT OF EQUITY AWARDS UPON A CHANGE IN CONTROL

4.1 Time Vesting Equity Awards. Notwithstanding any provision to the contrary contained in any plan or agreement evidencing any Time Vesting Equity Award held by a Participant but subject to Section 6, in the event of a Change in Control the vesting, exercisability and settlement of all such Time Vesting Equity Awards shall be accelerated in full immediately prior to but conditioned upon the consummation of the Change in Control, provided that the Participant either remains an employee with the Company Group immediately prior to the Change in Control or ceased to be an employee with the Company Group by reason of Involuntary Termination.

4.2 Performance Vesting Equity Awards. Notwithstanding any provision to the contrary contained in any plan or agreement evidencing any Performance Vesting Equity Award held by a Participant but subject to Section 6, in the event of a Change in Control the vesting, exercisability and settlement of all such Performance Vesting Equity Awards shall be treated as follows:

(a) If Acquiror Fails to Assume, Continue or Replace the Performance Vesting Equity Award or Participant Is Involuntarily Terminated Prior to the Change in Control. In the event of either —

(1) a Change in Control in which the surviving, continuing, successor, or purchasing corporation or other business entity or parent thereof, as the case may be (the “Acquiror”), will not, in accordance with the provisions of Section 4.2(b) below, assume or continue the Company’s rights and obligations under the then-outstanding Performance Vesting Equity Award or substitute for such Performance Vesting Equity Award a substantially equivalent equity award, in each case for equity securities of the Acquiror which are or promptly will be registered under the United States Securities Act of 1933, as amended (the “Securities Act”), and tradable on an established United States securities exchange, or

(2) the Involuntary Termination of the Participant prior to a Change in Control,

then the vesting, exercisability and settlement of all such Performance Vesting Equity Awards held by the Participant or the portions thereof which are not assumed, continued or substituted for by the Acquiror shall be accelerated to such extent as would be applicable under the terms of such awards had 100% of the target level of the applicable performance goals(s) been achieved, effective immediately prior to but conditioned upon the consummation of the Change in Control, provided that the Participant either remains an employee with the Company Group immediately prior to the Change in Control or ceased to be an employee with the Company Group by reason of Involuntary Termination.

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(b) If Acquiror Assumes, Continues or Replaces the Performance Vesting Equity Award. In the event of a Change in Control in which the Acquiror will assume or continue the Company’s rights and obligations under the then-outstanding Performance Vesting Equity Award or substitute for such Performance Vesting Equity Award a substantially equivalent equity award, in each case for equity securities of the Acquiror which are or promptly will be registered under the Securities Act and tradable on an established United States securities exchange, then effective upon the consummation of the Change in Control each portion of the Performance Vesting Equity Award that would vest or be earned under the terms of such award upon the achievement of 100% of the target level of the applicable performance goal(s) shall vest, become exercisable and/or be settled on the date which is the first to occur of (1) the last day of the fiscal year of the Company or other performance period over which the performance goal(s) applicable to such portion of the Performance Vesting Equity Award were to be measured under the terms of the award as in effect immediately prior to the Change in Control, provided that the Participant then remains an employee with the Company Group, or (2) the Participant’s Involuntary Termination.

4.3 Continuation of Equity Awards Upon Involuntary Termination Prior to a Change in Control. In furtherance of the purposes of this Section 4, no Equity Award granted to a Participant whose cessation of employment with the Company Group would constitute an Involuntary Termination if such cessation occurred during a Change in Control Period and which otherwise remains unvested as of the date of such cessation of employment shall, without the express written consent of the Participant and notwithstanding any provision to the contrary contained in any plan or agreement evidencing such Equity Award, terminate or cease to be outstanding prior to the first to occur of (a) the date three (3) months following the date of the Participant’s termination of employment, (b) the time immediately prior to the consummation of a Change in Control or (c) the lapsing of the maximum term of such Equity Award, if any, as set forth in the agreement evidencing such award.

4.4 Effect on Subsequently Granted Equity Awards. It is the express intention of the Company and the Participant that the provisions of this Section 4 shall be deemed incorporated into any agreement evidencing an Equity Award granted to the Participant subsequent to the date of the Participant’s Participation Agreement, notwithstanding any “integration” or other provision of such Equity Award agreement to the contrary or the failure of such Equity Award agreement to make reference to this Plan, excluding only an Equity Award agreement which expressly refers to this Plan and disclaims such incorporation.

5. INVOLUNTARY TERMINATION

In the event of a Participant’s Involuntary Termination, the Participant shall be entitled to receive the payments and benefits described in this Section 5.

5.1 Accrued Obligations. The Participant shall be entitled to receive the greater of the following accrued obligations or such payments and benefits as are required by Local Law:

(a) all salary, commissions, bonuses (including any annual incentive bonuses earned by the Participant for the fiscal year prior to the year of the Participant’s

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Involuntary Termination which remain unpaid as of the date of such termination of employment) and accrued but unused vacation earned through the date of the Participant’s termination of employment;

(b) reimbursement within ten (10) business days of submission, within thirty (30) days following the Participant’s termination of employment, of proper expense reports of all expenses reasonably and necessarily incurred by the Participant in connection with the business of the Company Group prior to his or her termination of employment; and

(c) the benefits, if any, under any Company Group retirement plan, nonqualified deferred compensation plan or share-based compensation plan or agreement (other than any such plan or agreement pertaining to an Equity Award whose treatment is prescribed by Section 4 or Section 5.2(c)), health benefits plan or other Company Group benefit plan to which the Participant may be entitled pursuant to the terms of such plans or agreements.

5.2 Severance Benefits. Provided that the Participant executes and delivers to the Company in connection with the Participant’s Involuntary Termination the Release applicable to such Participant and the statutory period for revocation, if any, of the Release has lapsed prior to the sixtieth (60th) day following the date of Participant’s termination of employment without the Release having been revoked, the Participant shall be entitled to receive the following severance payments and benefits:

(a) Cash Severance Payment. Subject to Section 6, the Company shall pay to the Participant in a lump sum cash payment on the later of (1) the sixtieth (60th) day following the date of Participant’s termination of employment or (2) the date of consummation of the Change in Control an amount equal to the sum of (x) the product of the Participant’s Annual Base Salary Rate and the Participant’s Cash Severance Multiplier, (y) the product of the Participant’s Annual Bonus Rate and the Participant’s Cash Severance Multiplier, and (z) the Participant’s Termination Year Bonus.

(b) Continued Healthcare Benefit.

(1) Subject to Section 6, if the Participant elects to receive continued healthcare coverage pursuant to the provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall pay the premium for the Participant and the Participant’s covered dependents for the period commencing on the first day of the next month following the Participant’s termination of employment through the completion of the Continued Healthcare Benefit Period (the “Continued Healthcare Benefit”). Any portion of the Continued Healthcare Benefit that would otherwise become payable by the Company prior to the later of (1) the sixtieth (60th) day following the date of Participant’s termination of employment or (2) the date of consummation of the Change in Control shall instead be reimbursed to the Participant on the first day of the next month following such later date. After the Company ceases to pay premiums pursuant to this Section, the Participant may, if eligible, elect to continue healthcare coverage at the Participant’s expense in accordance the provisions of COBRA.

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(2) To the extent that all or any portion of the Company’s payment of the Continued Healthcare Benefit would exceed an amount for which, or would continue for a period of time in excess of which, such Company payment would qualify for an exemption from treatment as Section 409A Deferred Compensation, then, for the duration of the Continued Healthcare Benefit Period: (i) the amount of the Company-provided Continued Healthcare Benefit furnished in any taxable year of the Participant shall not affect the amount of Continued Healthcare Benefit furnished in any other taxable year of the Participant; (ii) any right of the Participant to the Continued Healthcare Benefit shall not be subject to liquidation or exchange for another benefit; and (iii) any reimbursement for the Continued Healthcare Benefit to which the Participant is entitled shall be paid no later than the last day of the Participant’s taxable year following the taxable year in which the Participant’s expense for such Continued Healthcare Benefit was incurred.

(3) Notwithstanding the foregoing, if the Company determines, in its sole discretion, that the payment of the Continued Healthcare Benefit would result in a violation of the nondiscrimination rules of Section 105(h)(2) of the Code or any statute or regulation of similar effect (including but not limited to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of providing the Continued Healthcare Benefit, the Company, in its sole discretion, may elect to instead pay to the Participant on the first day of each month of the Continued Healthcare Benefit Period a fully taxable cash payment equal to the COBRA premiums of the Participant and the Participant’s covered dependents for that month, subject to applicable tax withholdings (such amount, the “Special Severance Payment”). The Participant may, but is not obligated to, use such Special Severance Payment for the cost of COBRA premiums.

(4) The Participant shall notify the Company in writing within ten (10) business days following any date during the Continued Healthcare Benefit Period that the Participant or any of the Participant’s covered dependents obtains healthcare coverage under another employer’s plan(s).

(c) Acceleration of Equity Awards. Notwithstanding any provision to the contrary contained in any plan or agreement evidencing an Equity Award held by the Participant but subject to Section 6, the vesting, exercisability and settlement of each of the Participant’s outstanding Equity Awards not otherwise governed by the provisions of Section 4 shall be accelerated in full effective as of the sixtieth (60th) day following the Participant’s Involuntary Termination following a Change in Control. It is the express intention of the Company and the Participant that the provisions of this Section 5.2(c) shall be deemed incorporated into any agreement evidencing an Equity Award granted to the Participant subsequent to the date of the Participant’s Participation Agreement, notwithstanding any “integration” or other provision of such Equity Award agreement to the contrary or the failure of such Equity Award agreement to make reference to this Plan, excluding only an Equity Award agreement which expressly refers to this Plan and disclaims such incorporation.

5.3 Additional Non-Competition Consideration. Provided that the Participant (a) executes and delivers to the Company in connection with the Participant’s Involuntary Termination the Release applicable to such Participant and the statutory period for revocation, if any, of the Release has lapsed prior to the sixtieth (60th) day following the date of

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Participant’s termination of employment without the Release having been revoked and (b) executes the Voluntary Non-Competition Addendum to the Release, then for each month during the Participant’s Voluntary Non-Competition Period, commencing with the date of the Participant’s termination of employment, during which the Participant fully complies with the provisions of the Voluntary Non-Competition Addendum, the Participant shall be entitled to receive an amount (the “Monthly Voluntary Non-Competition Payment”) determined by dividing (i) the sum of (x) the product of the Participant’s Annual Base Salary Rate and the Participant’s Cash Non-Competition Consideration Multiplier, and (y) the product of the Participant’s Annual Bonus Rate and the Participant’s Cash Non-Competition Consideration Multiplier, by (ii) the number of months contained in the Participant’s Voluntary Non-Competition Period. The Company shall pay each Monthly Voluntary Non-Competition Payment due to the Participant three (3) months in arrears on the first business day of the third (3rd) month following the applicable month during the Voluntary Non-Competition Period during which the Participant fully complies with the provisions of the Voluntary Non-Competition Addendum, provided that the Participant shall not be entitled to receive any further payment of the Monthly Voluntary Non-Competition Payment for any month during the Voluntary Non-Competition Period during which the Participant ceases to fully comply with the provisions of the Voluntary Non-Competition Addendum or for any month thereafter, even if the Participant again commences such full compliance. Amounts payable pursuant to this Section 5.3 are intended to constitute payment of reasonable compensation for personal services to be rendered on or after the date of the Change in Control to the maximum extent allowable for purposes of Section 280G(b)(4)(A) of the Code.

6. CERTAIN FEDERAL TAX CONSIDERATIONS

6.1 Federal Excise Tax Under Section 4999 of the Code.

(a) Treatment of Excess Parachute Payments. In the event that any payment or benefit received or to be received by a Participant pursuant to this Plan or otherwise (collectively, the “Payments”) would, but for this Section, subject the Participant to any excise tax pursuant to Section 4999 of the Code, or any similar or successor provision (the “Excise Tax”), due to the characterization of the Payments as “excess parachute payments” under Section 280G of the Code or any similar or successor provision (“Section 280G”), then such Payments shall either be paid in full or to such lesser extent as would result in no portion of such Payments being subject to excise tax under Section 4999 of the Code, whichever, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, would result in the greatest after-tax benefit to the Participant. Any reduction in the Payments required by this Section will be made in the following order: (i) reduction of the benefits or payments to be provided pursuant to Section 5.2(b); (ii) reduction of other cash payments; (iii) reduction of accelerated vesting of Equity Awards other than stock options and stock appreciation rights; (iv) reduction of accelerated vesting of stock options and stock appreciation rights; and (v) reduction of other benefits paid or provided to the Participant. In the event that acceleration of vesting of Equity Awards is to be reduced, such acceleration of vesting will be cancelled in the reverse order of the date of grant of the Participant’s Equity Awards. If two or more Equity Awards are granted on the same date, each award will be reduced on a pro-rata basis.

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(b) Determination of Amounts. The professional firm engaged by the Company for general tax purposes as of the day prior to the date of the event that might reasonably be anticipated to result in Payments that would otherwise be subject to the Excise Tax will perform the foregoing calculations. If the tax firm so engaged by the Company is serving as accountant or auditor for the acquiring company, the Company will appoint a nationally recognized tax firm to make the determinations required by this Section. The Company will bear all expenses with respect to the determinations by such firm required to be made by this Section. The Company and the Participant shall furnish such tax firm such information and documents as the tax firm may reasonably request in order to make its required determination. The tax firm will provide its calculations, together with detailed supporting documentation, to the Company and the Participant as soon as practicable following its engagement. Any good faith determinations of the tax firm made hereunder will be final, binding and conclusive upon the Company and the Participant.

6.2 Section 409A. Notwithstanding any other provision of the Plan to the contrary, the provision, time and manner of payment or distribution of all compensation and benefits provided by the Plan that constitute Section 409A Deferred Compensation shall be subject to, limited by and construed in accordance with the requirements of Section 409A, including the following:

(a) Separation from Service. Payments and benefits constituting Section 409A Deferred Compensation otherwise payable or provided on account of a Participant’s Involuntary Termination shall be paid or provided only at or following the time of the Participant’s Separation from Service.

(b) Six-Month Delay Applicable to Specified Employees. Payments and benefits constituting Section 409A Deferred Compensation to be paid or provided on account of the Separation from Service of a Participant who is a Specified Employee shall be paid or provided commencing on the later of (1) the first day of the seventh (7th) month following the date of such Separation from Service or, if earlier, the date of death of the Participant (in either case, the “Delayed Payment Date”), or (2) the date or dates on which such Section 409A Deferred Compensation would otherwise be paid or provided in accordance with this Plan. All such amounts of Section 409A Deferred Compensation that would, but for this Section, become payable prior to the Delayed Payment Date shall be accumulated and paid on the Delayed Payment Date.

(c) Installment Payments Treated as Series of Separate Payments. It is the intent of this Plan that any right of a Participant to receive installment payments hereunder shall, for all purposes of Section 409A, be treated as a right to a series of separate payments.

(d) Compliance with Section 409A. The Company intends that income provided pursuant to this Plan will not be subject to taxation under Section 409A, and the provisions of the Plan shall be interpreted and construed in favor of satisfying any applicable requirements of Section 409A. The Company, in its reasonable discretion, may amend (including retroactively) the Plan in order to conform to the applicable requirements of Section 409A. The preceding provisions shall not be construed as a guarantee by the Company

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of any particular tax effect for income provided to any Participant pursuant to this Plan. In any event, and except for the responsibilities of the Company set forth in Section 14.9, no member of the Company Group shall be responsible for the payment of any applicable taxes, penalties, interest, costs, fees, including attorney fees, or other liability incurred by any Participant in connection with income provided pursuant to the Plan.

7. CONFLICT IN BENEFITS; NONCUMULATION OF BENEFITS

7.1 Effect of Plan. The terms of this Plan, when accepted by a Participant pursuant to an executed Participation Agreement, shall supersede all prior arrangements, whether written or oral, and understandings regarding the subject matter of this Plan, except as otherwise provided pursuant to a Repatriation Benefits Agreement, and, subject to Section 7.2, shall be the exclusive agreement for the determination of any payments and benefits due to the Participant upon the events described in Sections 4 and 5.

7.2 Noncumulation of Benefits. Except as required by Local Law or as expressly provided in a written agreement between a Participant and the Company entered into after the date of such Participant’s Participation Agreement and which expressly disclaims this Section 7.2 and is approved by the Board or the Committee, the total amount of payments and benefits that may be received by the Participant as a result of the events described in Sections 4 and 5 pursuant to (a) the Plan, (b) any agreement between the Participant and the Company Group or (c) any other plan, practice or statutory obligation of the Company Group, shall not exceed the amount of payments and benefits provided by this Plan upon such events.

8. CONFIDENTIAL INFORMATION; NONSOLICITATION

8.1 Confidential Information. The Participant hereby agrees to hold in strict confidence and not to disclose or make available to any person, firm, corporation, association or other entity for any reason or purpose whatsoever, any Confidential Information (as defined below). Upon termination of the Participant’s employment with the Company Group, all Confidential Information in the Participant’s possession that is in written or other tangible form (together with all copies or duplicates thereof, including computer files) shall be returned to the Company Group and shall not be retained by the Participant or furnished to any third party, in any form except as provided herein; provided, however, that the Participant shall not be obligated to treat as confidential, or return to the Company Group copies of any Confidential Information that (i) was publicly known at the time of disclosure to the Participant, (ii) becomes publicly known or available thereafter other than by any means in violation of this Section or any other duty owed to the Company Group by any person or entity, or (iii) is lawfully disclosed to the Participant by a third party. For purposes of this Plan, the term “Confidential Information” shall mean information disclosed to the Participant or known by the Participant as a consequence of or through his or her relationship with the Company Group, about the customers, employees, business methods, public relations methods, organization, procedures or finances, including, without limitation, information of or relating to customer lists, of the Company Group. The Participant agrees to continue to abide by the terms and conditions of the At Will Employee Agreements or similar agreement between the Participant and the Company Group (the “Proprietary Information Agreement”).

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8.2 Nonsolicitation of Employees; Nondisparagement. In addition to each of the Participant’s obligations under the Proprietary Information Agreement, the Participant shall not, for a period equal to the Continued Healthcare Benefit Period following the Participant’s Involuntary Termination, either on the Participant’s own account or jointly with or as a manager, agent, officer, employee, consultant, partner, joint venturer, owner or stockholder or otherwise on behalf of any other person, firm or corporation, directly or indirectly solicit or attempt to solicit away from the Company Group any of its officers or employees or offer employment to any person who is an officer or employee of the Company Group; provided, however, that a general advertisement to which an employee of the Company Group responds shall in no event be deemed to result in a breach of this Section. The Participant also agrees not to disparage the Company Group or its employees, directors, agents, attorneys and affiliates, in any manner likely to be harmful to them or their business, business reputation or personal reputation; provided that the Participant may respond truthfully and fully to any question, inquiry or request for information when required by legal process.

8.3 Survival of Provisions. The provisions of this Section 8 shall survive the termination or expiration of the Participant’s employment with the Company Group and shall be fully enforceable thereafter. If it is determined by a court of competent jurisdiction in any state that any restriction in this Section 8 is excessive in duration or scope or is unreasonable or unenforceable under the laws of that state, it is the intention of the parties that such restriction may be modified or amended by the court to render it enforceable to the maximum extent permitted by the law of that state.

9. NO CONTRACT OF EMPLOYMENT

Neither the establishment of the Plan, nor any amendment thereto, nor the payment of any benefits shall be construed as giving any person the right to be retained by the Company, a Successor or any other member of the Company Group. Except as otherwise established in an employment agreement between the Company Group and a Participant, either the Participant or the Company Group may terminate the employment relationship at any time, with or without cause, and with or without notice except as otherwise provided by Section 12. In addition, nothing in this Plan shall in any manner obligate any Successor or other member of the Company Group to offer employment to any Participant or to continue the employment of any Participant which it does hire for any specific duration of time.

10. CLAIMS FOR BENEFITS

10.1 ERISA Plan. This Plan is intended to be a “top-hat” plan maintained for the benefit of a select group of management or highly compensated employees of the Company Group.

10.2 Application for Benefits. All applications for payments and/or benefits under the Plan (“Benefits”) and any notices given to the Company, including notices of Good Reason (“Notices”) shall be submitted to the Company’s Vice President, Global Human Resources (the “Claims Administrator”), with a copy to the Company’s General Counsel. Applications for Benefits and Notices must be in writing on forms reasonably acceptable to the Claims Administrator and must be signed by the Participant or beneficiary. The Claims

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Administrator reserves the right to require the Participant or beneficiary to furnish such other proof of the Participant’s expenses, including without limitation, receipts, canceled checks, bills, and invoices as may be required by the Claims Administrator.

10.3 Appeal of Denial of Claim.

(a) If a claimant’s claim for Benefits or a Participant’s claim of Good Reason is denied, the Claims Administrator shall provide notice to the claimant in writing of the denial within ninety (90) days after its submission. The notice shall be written in a manner calculated to be understood by the claimant and shall include:

(1) The specific reason or reasons for the denial;

(2) Specific references to the Plan provisions on which the denial is based;

(3) A description of any additional material or information necessary for the applicant to perfect the claim and an explanation of why such material or information is necessary; and

(4) An explanation of the Plan’s claims review procedures and a statement of claimant’s right to bring a civil action under ERISA Section 502(a) following an adverse benefit determination.

(b) If special circumstances require an extension of time for processing the initial claim, a written notice of the extension and the reason therefor shall be furnished to the claimant before the end of the initial ninety (90) day period. In no event shall such extension exceed ninety (90) days.

(c) If a claim for Benefits or a claim of Good Reason is denied, the claimant, at the claimant’s sole expense, may appeal the denial to the Board (the “Appeals Administrator”) within sixty (60) days of the receipt of written notice of the denial. In pursuing such appeal the applicant or his duly authorized representative:

(1) may request in writing that the Appeals Administrator review the denial;

(2) may review pertinent documents; and

(3) may submit issues and comments in writing.

(d) The decision on review shall be made within sixty (60) days of receipt of the request for review, unless special circumstances require an extension of time for processing, in which case a decision shall be rendered as soon as possible, but not later than one hundred twenty (120) days after receipt of the request for review. If such an extension of time is required, written notice of the extension shall be furnished to the claimant before the end of the original sixty (60) day period. The decision on review shall be made in writing, shall be written

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in a manner calculated to be understood by the claimant, and, if the decision on review is a denial of the claim for Benefits or a claim of Good Reason, shall include:

(1) The specific reason or reasons for the denial;

(2) Specific references to the Plan provisions on which the denial is based;

(3) A description of any additional material or information necessary for the applicant to perfect the claim and an explanation of why such material or information is necessary; and

(4) An explanation of the Plan’s claims review procedures and a statement of claimant’s right to bring a civil action under ERISA Section 502(a) following an adverse benefit determination.

11. SUCCESSORS AND ASSIGNS

11.1 Successors of the Company. The Company shall require any successor or assign (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company, expressly, absolutely and unconditionally to assume and agree to perform this Plan in the same manner and to the same extent that the Company would be required to perform it if no such succession or assignment had taken place.

11.2 Acknowledgment by Company. If, after a Change in Control, the Company fails to reasonably confirm that it has performed the obligation described in Section 11.1 within twenty (20) business days after written request for such confirmation from the Participant, such failure shall be a material breach of this Plan and shall entitle the Participant to resign for Good Reason and to receive the benefits provided under this Plan in the event of Involuntary Termination.

11.3 Heirs and Representatives of Participant. This Plan shall inure to the benefit of and be enforceable by the Participant’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devises, legatees or other beneficiaries. If the Participant should die while any amount would still be payable to the Participant hereunder (other than amounts which, by their terms, terminate upon the death of the Participant) if the Participant had continued to live, then all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Plan to the executors, personal representatives or administrators of the Participant’s estate.

12. NOTICES

12.1 General. For purposes of this Plan, notices and all other communications provided for herein shall be in writing and shall be deemed to have been duly given when personally delivered or when mailed by United States certified mail, return receipt requested, or by overnight courier, postage prepaid, as follows:

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(a) if to the Company:

Multi-Fineline Electronix, Inc.

3140 E. Coronado Street

Anaheim, CA 92806

Attention: General Counsel

(b) if to the Participant, at the home address which the Participant most recently communicated to the Company in writing.

Either party may provide the other with notices of change of address, which shall be effective upon receipt.

12.2 Notice of Termination. Any termination by the Company Group of the Participant’s employment during the Change in Control Period or any resignation by the Participant during the Change in Control Period shall be communicated by a notice of termination or resignation to the other party hereto given in accordance with Section 12.1. Such notice shall indicate the specific termination provision in this Plan relied upon, shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination under the provision so indicated, and shall specify the termination date. The failure by the Participant to include in the notice any fact or circumstance that contributes to a showing of resignation for Good Reason shall not waive any right of the Participant hereunder or preclude the Participant from asserting such fact or circumstance in enforcing his rights hereunder.

13. TERMINATION AND AMENDMENT OF PLAN

Except as provided by Section 1.3, this Plan and/or any Participation Agreement executed by a Participant may not be terminated with respect to such Participant without the written consent of the Participant and the approval of the Board or the Committee. This Plan or any Participation Agreement executed by a Participant may be modified, amended or superseded with respect to such Participant only by a supplemental written agreement between the Participant and the Company approved by the Board or the Committee. Notwithstanding any other provision of the Plan to the contrary, the Board or the Committee may, in its sole and absolute discretion and without the consent of any Participant, amend the Plan or any Participation Agreement, to take effect retroactively or otherwise, as it deems necessary or advisable for the purpose of conforming the Plan or such Participation Agreement to any present or future law relating to plans of this or similar nature (including, but not limited to, Section 409A).

14. MISCELLANEOUS PROVISIONS

14.1 Administration. The Plan shall be administered by the Committee. The Committee shall have the exclusive discretion and authority to establish rules, forms and procedures for the administration of the Plan, to construe and interpret the Plan, and to decide all questions of fact, interpretation, definition, computation or administration arising in connection with the Plan, including, but not limited to, eligibility to participate in the Plan and the type and

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amount of benefits paid under the Plan. The rules, interpretations and other actions of the Committee shall be binding and conclusive on all persons.

14.2 Unfunded Obligation. Any amounts payable to Participants pursuant to the Plan are unfunded obligations. The Company shall not be required to segregate any monies from its general funds, or to create any trusts, or establish any special accounts with respect to such obligations. The Company shall retain at all times beneficial ownership of any investments, including trust investments, which the Company may make to fulfill its payment obligations hereunder. Any investments or the creation or maintenance of any trust or any Participant account shall not create or constitute a trust or fiduciary relationship between the Board or the Company and a Participant, or otherwise create any vested or beneficial interest in any Participant or the Participant’s creditors in any assets of the Company.

14.3 No Duty to Mitigate; Obligations of Company. A Participant shall not be required to mitigate the amount of any payment or benefit contemplated by this Plan by seeking employment with a new employer or otherwise, nor shall any such payment or benefit (except for benefits to the extent described in Section 5.2(b) and Section 5.3) be reduced by any compensation or benefits that the Participant may receive from employment by another employer. Except as otherwise provided by this Plan, the obligations of the Company to make payments to the Participant and to make the arrangements provided for herein are absolute and unconditional and may not be reduced by any circumstances, including without limitation any set-off, counterclaim, recoupment, defense or other right which the Company may have against the Participant or any third party at any time.

14.4 No Representations. By executing a Participation Agreement, the Participant acknowledges that in becoming a Participant in the Plan, the Participant is not relying and has not relied on any promise, representation or statement made by or on behalf of the Company which is not set forth in this Plan.

14.5 Waiver. No waiver by the Participant or the Company of any breach of, or of any lack of compliance with, any condition or provision of this Plan by the other party shall be considered a waiver of any other condition or provision or of the same condition or provision at another time.

14.6 Choice of Law; Venue. The validity, interpretation, construction and performance of this Plan shall be governed by the substantive laws of the State of California, without regard to its conflict of law provisions. For purposes of litigating any dispute that arises directly or indirectly from the relationship of the parties pursuant to this Plan, the parties hereby submit to and consent to the jurisdiction of the State of California and agree that such litigation shall be conducted only in the courts of Orange County, California, or the federal courts of the United States for the Central District of California, and no other courts.

14.7 Validity. The invalidity or unenforceability of any provision of this Plan shall not affect the validity or enforceability of any other provision of this Plan, which shall remain in full force and effect.

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14.8 Benefits Not Assignable. Except as otherwise provided herein or by law, no right or interest of any Participant under the Plan shall be assignable or transferable, in whole or in part, either directly or by operation of law or otherwise, including, without limitation, by execution, levy, garnishment, attachment, pledge or in any other manner, and no attempted transfer or assignment thereof shall be effective. No right or interest of any Participant under the Plan shall be liable for, or subject to, any obligation or liability of such Participant.

14.9 Tax Withholding. All payments made pursuant to this Plan will be subject to withholding of applicable income and employment taxes.

14.10 Consultation with Legal and Financial Advisors. By executing a Participation Agreement, the Participant acknowledges that this Plan confers significant legal rights, and may also involve the waiver of rights under other agreements; that the Company has encouraged the Participant to consult with the Participant’s personal legal and financial advisors; and that the Participant has had adequate time to consult with the Participant’s advisors before executing the Participation Agreement.

14.11 Further Assurances. From time to time, at the Company’s request and without further consideration, the Participant shall execute and deliver such additional documents and take all such further action as reasonably requested by the Company to be necessary or desirable to make effective, in the most expeditious manner possible, the terms of the Plan, the Participant’s Participation Agreement, the Release and the Voluntary Non-Competition Addendum, and to provide adequate assurance of the Participant’s due performance thereunder.

15. AGREEMENT

By executing a Participation Agreement, the Participant acknowledges that the Participant has received a copy of this Plan and has read, understands and is familiar with the terms and provisions of this Plan. This Plan shall constitute an agreement between the Company and the Participant executing a Participation Agreement.

IN WITNESS WHEREOF, the undersigned Secretary of the Company certifies that the foregoing sets forth the Plan as duly adopted by the Compensation Committee of the Board of Directors on January 18, 2012.

/s/ Christine Besnard

Christine Besnard

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To be filed no later than May 17, 2012 (120 days following plan adoption)

[LETTERHEAD]

[DATE]

Top Hat Plan Exemption

Employee Benefits Security Administration

Room N-1513

U.S. Department of Labor

200 Constitution Avenue NW

Washington, D.C. 20210

RE: Multi-Fineline Electronix, Inc. Change in Control Plan

Dear Sir/Madam:

Pursuant to the provisions of Department of Labor regulations at 29 CFR §2520.104-23, you are hereby notified that the employer named in Item 1 maintains a plan or plans (as identified in Item 2) primarily for the purpose of providing deferred compensation to a select group of management or highly compensated employees. Item 3 states the approximate number of participants in each plan as of the date of this letter.

1. Name, address and employer identification number (EIN) of employer maintaining the plan:

Multi-Fineline Electronix, Inc.

3140 E. Coronado Street

Anaheim, CA 92806

EIN: 95-3947402

2. Name and plan identification number (PN) of each plan to which this notification applies:

Multi-Fineline Electronix, Inc. Change in Control Plan

PN: [001]

3. Number of participants in each plan to which this notification applies

PN  001:         7 participants

Please acknowledge receipt of this filing by signing and returning to the sender the enclosed copy of this statement. A stamped, self-addressed envelope is enclosed for your convenience.

Very truly yours,

Christine Besnard, Executive Vice President, General Counsel and Secretary

EXHIBIT A

FORM OF

AGREEMENT TO PARTICIPATE IN THE

MULTI-FINELINE ELECTRONIX, INC.

CHANGE IN CONTROL PLAN

AGREEMENT TO PARTICIPATE IN THE

MULTI-FINELINE ELECTRONIX, INC.

CHANGE IN CONTROL PLAN

In consideration of the benefits provided by the Multi-Fineline Electronix, Inc. Change in Control Plan adopted by the Company on January 18, 2012 (the “Plan”),                                         (the “Employee”), an employee of Multi-Fineline Electronix, Inc. (the “Company”) or any of its subsidiaries, and the Company agree that, as of the date written below, the Employee shall become a Participant in the Plan and that each of the Company and the Employee shall be fully bound by and subject to all of its provisions. All references to a “Participant” in the Plan shall be deemed to refer to the Employee.

The Employee acknowledges that the Plan confers significant legal rights and may also constitute a waiver of rights under other agreements with the Company Group; that the Company has encouraged the Employee to consult with his or her personal legal and financial advisors; and that the Employee has had adequate time to consult with the Employee’s advisors before executing this agreement.

The Employee acknowledges that he or she has received a copy of the Plan and has read, understands and is familiar with the terms and provisions of the Plan. The Employee further acknowledges that except as otherwise established in an employment agreement between a member of the Company Group and the Employee, the employment relationship between the Employee and his or her employer may be terminated at any time, with or without cause.

This Participation Agreement, along with the Plan, constitutes the entire agreement between the Employee and the Company regarding the subject matters described therein. Except as provided by Sections 1.3 and 13 of the Plan, this Participation Agreement cannot be modified or terminated except by a subsequent written agreement executed by the Employee and the Company approved by the Board or its Compensation Committee.

MULTI-FINELINE ELECTRONIX, INC.
By:	Date:
Title:
EMPLOYEE
	Date:
Signature
Address:

EXHIBIT B

FORM OF

GENERAL RELEASE OF CLAIMS

(Age 40 and over)

GENERAL RELEASE OF CLAIMS

(Age 40 and over)

This General Release of Claims (the “Agreement”) is by and between [Employee Name] (“Employee”) and [Multi-Fineline Electronix, Inc. or successor that agrees to assume the Change in Control Plan following a Change in Control] (the “Company”). This Agreement will become effective on the eighth (8th) day after it is signed by Employee (the “Effective Date”), provided that the Company has signed this Agreement and Employee has not revoked this Agreement (by written notice to [Company Contact Name] at the Company) prior to that date.

RECITALS

A. Employee was employed by the Company or its                     subsidiary as of                     ,         .

B. Employee and the Company entered into an Agreement to Participate in the Multi-Fineline Electronix, Inc. Change in Control Plan (such agreement and plan being referred to herein as the “Plan”) effective as of                     ,         , wherein Employee is entitled to receive certain benefits in the event of his/her Involuntary Termination (as defined by the Plan), provided Employee signs and does not revoke a Release (as defined by the Plan).

C. A Change in Control (as defined by the Plan) has occurred as a result of [briefly describe Change in Control]

D. Employee’s employment [has been] [is being] terminated as a result of an Involuntary Termination. Employee’s last day of work and termination are effective as of                     ,         . Employee desires to receive the Severance Benefits provided by Section 5.2 of the Plan by executing this Release.

[E. Employee further desires to receive the Monthly Voluntary Non-Competition Payment provided by Section 5.3 of the Plan by executing and voluntarily continuing to comply with the provisions of the Voluntary Non-Competition Addendum attached to and made a part of this Release.]

NOW, THEREFORE, the parties agree as follows:

1. The Company shall provide Employee with the applicable payments and benefits set forth in the Plan in accordance with the terms of the Plan. Employee acknowledges that the payments and benefits made pursuant to this paragraph are made in full satisfaction of the Company’s obligations under the Plan. Employee further acknowledges that Employee has been paid all wages and accrued, unused vacation that Employee earned during his or her employment with the Company or a parent or subsidiary of the Company.

2. Employee and Employee’s successors release the Company, its parent, subsidiaries, stockholders, investors, directors, officers, employees, agents, attorneys, insurers, legal successors and assigns of and from any and all claims, actions and causes of action,

whether now known or unknown, which Employee now has, or at any other time had, or shall or may have against those released parties based upon or arising out of any matter, cause, fact, thing, act or omission whatsoever related to Employee’s employment by the Company or a parent or subsidiary or the termination of such employment and occurring or existing at any time up to and including the date on which Employee signs this Agreement, including, but not limited to, any claims of breach of written, oral or implied contract, wrongful termination, retaliation, fraud, defamation, infliction of emotional distress, or national origin, race, age, sex, sexual orientation, disability or other discrimination or harassment under the Civil Rights Act of 1964, the Age Discrimination In Employment Act of 1967, the Americans with Disabilities Act, the Fair Employment and Housing Act or any other applicable law. Notwithstanding the foregoing, this release shall not apply to (a) any right of Employee pursuant to any indemnification agreement previously entered into between the Company and Employee (a “Prior Indemnity Agreement”) or (b) any rights or claims that cannot be released by Employee as a matter of law, including, but not limited to, any claims for indemnity under California Labor Code Section 2802.

3. Employee acknowledges that he or she has read Section 1542 of the Civil Code of the State of California, which states in full:

A general release does not extend to claims which the creditor does not

know or suspect to exist in his or her favor at the time of executing the

release, which if known by him or her must have materially affected his or

her settlement with the debtor.

Employee waives any rights that Employee has or may have under Section 1542 and comparable or similar provisions of the laws of other states in the United States to the full extent that he or she may lawfully waive such rights pertaining to this general release of claims, and affirms that Employee is releasing all known and unknown claims that he or she has or may have against the parties listed above.

4. Employee and the Company acknowledge and agree that they shall continue to be bound by and comply with the terms and their obligations under the following agreements: (i) any proprietary rights or confidentiality agreements between the Company or its parent or subsidiary and Employee, (ii) the Plan, (iii) any Prior Indemnity Agreement, (iv) any agreement between the Company or its parent or subsidiary and Employee evidencing an Equity Award (as such term is defined by the Plan), as modified by the Plan, and (v) if executed by Employee and attached hereto the Voluntary Non-Competition Addendum.

5. This Agreement shall be binding upon, and shall inure to the benefit of, the parties and their respective successors, assigns, heirs and personal representatives.

6. This Agreement [, together with the Voluntary Non-Competition Addendum attached hereto,] constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations and agreements, whether written or oral, with the exception of any agreements described in paragraph 4 of this Agreement. This Agreement may not be modified or amended except by a document signed by an authorized officer of the Company and Employee. If any provision of this Agreement is deemed invalid, illegal or

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unenforceable, such provision shall be modified so as to make it valid, legal and enforceable, and the validity, legality and enforceability of the remaining provisions of this Agreement shall not in any way be affected.

EMPLOYEE UNDERSTANDS THAT EMPLOYEE SHOULD CONSULT WITH AN ATTORNEY PRIOR TO SIGNING THIS AGREEMENT AND THAT EMPLOYEE IS GIVING UP ANY LEGAL CLAIMS EMPLOYEE HAS AGAINST THE PARTIES RELEASED ABOVE BY SIGNING THIS AGREEMENT. EMPLOYEE FURTHER UNDERSTANDS THAT EMPLOYEE MAY HAVE UP TO [Insert as required by applicable law: [45 DAYS] [21 DAYS]] TO CONSIDER THIS AGREEMENT, THAT EMPLOYEE MAY REVOKE IT AT ANY TIME DURING THE 7 DAYS AFTER EMPLOYEE SIGNS IT, AND THAT IT SHALL NOT BECOME EFFECTIVE UNTIL THAT 7-DAY PERIOD HAS PASSED. EMPLOYEE ACKNOWLEDGES THAT EMPLOYEE IS SIGNING THIS AGREEMENT KNOWINGLY, WILLINGLY AND VOLUNTARILY IN EXCHANGE FOR THE COMPENSATION AND BENEFITS DESCRIBED IN PARAGRAPH 1.

	EMPLOYEE
Date:
	[Employee Name]
	COMPANY
Date:	By:
		[Name]
		[Title]

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EXHIBIT C

FORM OF

GENERAL RELEASE OF CLAIMS

(Under age 40)

GENERAL RELEASE OF CLAIMS

(Under age 40)

This General Release of Claims (the “Agreement”) is by and between [Employee Name] (“Employee”) and [Multi-Fineline Electronix, Inc. or successor that agrees to assume the Change in Control Plan following a Change in Control] (the “Company”). This Agreement is effective on the day it is signed by Employee (the “Effective Date”).

RECITALS

A. Employee was employed by the Company or its                     subsidiary as of                     ,         .

B. Employee and the Company entered into an Agreement to Participate in the Multi-Fineline Electronix, Inc. Change in Control Plan (such agreement and plan being referred to herein as the “Plan”) effective as of                     ,         , wherein Employee is entitled to receive certain benefits in the event of his/her Involuntary Termination (as defined by the Plan), provided Employee signs a Release (as defined by the Plan).

C. A Change in Control (as defined by the Plan) has occurred as a result of [briefly describe Change in Control]

D. Employee’s employment [has been] [is being] terminated as a result of an Involuntary Termination. Employee’s last day of work and termination are effective as of                     ,         . Employee desires to receive the Severance Benefits provided by Section 5.2 of the Plan by executing this Release.

[E. Employee further desires to receive the Monthly Voluntary Non-Competition Payment provided by Section 5.3 of the Plan by executing and voluntarily continuing to comply with the provisions of the Voluntary Non-Competition Addendum attached to and made a part of this Release.]

NOW, THEREFORE, the parties agree as follows:

1. The Company shall provide Employee with the applicable payments and benefits set forth in the Plan in accordance with the terms of the Plan. Employee acknowledges that the payments and benefits made pursuant to this paragraph are made in full satisfaction of the Company’s obligations under the Plan. Employee further acknowledges that Employee has been paid all wages and accrued, unused vacation that Employee earned during his or her employment with the Company or a parent or subsidiary of the Company.

2. Employee and Employee’s successors release the Company, its parent, subsidiaries, stockholders, investors, directors, officers, employees, agents, attorneys, insurers, legal successors and assigns of and from any and all claims, actions and causes of action, whether now known or unknown, which Employee now has, or at any other time had, or shall or may have against those released parties based upon or arising out of any matter, cause, fact, thing, act or omission whatsoever related to Employee’s employment by the Company or a

parent or subsidiary or the termination of such employment and occurring or existing at any time up to and including the date on which Employee signs this Agreement, including, but not limited to, any claims of breach of written, oral or implied contract, wrongful termination, retaliation, fraud, defamation, infliction of emotional distress, or national origin, race, age, sex, sexual orientation, disability or other discrimination or harassment under the Civil Rights Act of 1964, the Age Discrimination In Employment Act of 1967, the Americans with Disabilities Act, the Fair Employment and Housing Act or any other applicable law. Notwithstanding the foregoing, this release shall not apply to (a) any right of Employee pursuant to any indemnification agreement previously entered into between the Company and Employee (a “Prior Indemnity Agreement”) or (b) any rights or claims that cannot be released by Employee as a matter of law, including, but not limited to, any claims for indemnity under California Labor Code Section 2802.

3. Employee acknowledges that he or she has read Section 1542 of the Civil Code of the State of California, which states in full:

A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.

Employee waives any rights that Employee has or may have under Section 1542 and comparable or similar provisions of the laws of other states in the United States to the full extent that he or she may lawfully waive such rights pertaining to this general release of claims, and affirms that Employee is releasing all known and unknown claims that he or she has or may have against the parties listed above.

4. Employee and the Company acknowledge and agree that they shall continue to be bound by and comply with the terms and their obligations under the following agreements: (i) any proprietary rights or confidentiality agreements between the Company or its parent or subsidiary and Employee, (ii) the Plan, (iii) any Prior Indemnity Agreement, (iv) any agreement between the Company or its parent or subsidiary and Employee evidencing an Equity Award (as such term is defined by the Plan), as modified by the Plan, and (v) if executed by Employee and attached hereto the Voluntary Non-Competition Addendum.

5. This Agreement shall be binding upon, and shall inure to the benefit of, the parties and their respective successors, assigns, heirs and personal representatives.

6. This Agreement [, together with the Voluntary Non-Competition Addendum attached hereto,] constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations and agreements, whether written or oral, with the exception of any agreements described in paragraph 4 of this Agreement. This Agreement may not be modified or amended except by a document signed by an authorized officer of the Company and Employee. If any provision of this Agreement is deemed invalid, illegal or unenforceable, such provision shall be modified so as to make it valid, legal and enforceable, and the validity, legality and enforceability of the remaining provisions of this Agreement shall not in any way be affected.

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EMPLOYEE UNDERSTANDS THAT EMPLOYEE SHOULD CONSULT WITH AN ATTORNEY PRIOR TO SIGNING THIS AGREEMENT AND THAT EMPLOYEE IS GIVING UP ANY LEGAL CLAIMS EMPLOYEE HAS AGAINST THE PARTIES RELEASED ABOVE BY SIGNING THIS AGREEMENT. EMPLOYEE ACKNOWLEDGES THAT EMPLOEE IS SIGNING THIS AGREEMENT KNOWINGLY, WILLINGLY AND VOLUNTARILY IN EXCHANGE FOR THE COMPENSATION AND BENEFITS DESCRIBED IN PARAGRAPH 1.

	EMPLOYEE
Date:
	[Employee Name]
	COMPANY
Date:	By:
		[Name]
		[Title]

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EXHIBIT D

FORM OF

VOLUNTARY NON-COMPETITION ADDENDUM

TO GENERAL RELEASE OF CLAIMS

VOLUNTARY NON-COMPETITION ADDENDUM

TO GENERAL RELEASE OF CLAIMS

This Voluntary Non-Competition Addendum (the “Addendum”) is made and entered into by and between [Employee Name] (“Employee”) and [Multi-Fineline Electronix, Inc. or a successor that agrees to assume the Change in Control Plan following a Change in Control] (the “Company”) as an addendum to the General Release of Claims by and between Employee and the Company to which this Addendum is attached (the “Release”). This Addendum is effective on the Effective Date of the Release (the “Effective Date”).

RECITALS

A. Multi-Fineline Electronix, Inc., a Delaware corporation (“MFLEX”), is engaged throughout the United States of America and the world in the high volume flexible printed circuit manufacturer and high volume flexible printed circuit assembly manufacturer business for the mobile device market (the “MFLEX Business”).

B. Employee has been employed by the Company as its                     since                     ,         .

C. Employee and the Company entered into an Agreement to Participate in the Multi-Fine Electronix, Inc. Change in Control Plan (such agreement and plan being referred to herein as the “Plan”), effective as of                     ,         , wherein Employee is entitled to receive certain benefits in the event of his/her Involuntary Termination (as defined by the Plan), provided Employee signs [and does not revoke] the Release.

D. Employee’s employment [has been] [is being] terminated as a result of an Involuntary Termination. Employee’s last day of work and termination are effective as of                     ,         (the “Termination Date”). Employee desires to receive the Severance Benefits provided by Section 5.2 of the Plan by executing the Release and accordingly has executed the Release.

E. Employee further desires to receive the Monthly Voluntary Non-Competition Payment, as determined in accordance with Section 5.3 of the Plan (the “Monthly Voluntary Non-Competition Payment”), by executing and voluntarily continuing to comply with the provisions of this Addendum attached to and made a part of the Release.

NOW, THEREFORE, the parties agree as follows:

1. Employee Acknowledgement. Employee understands and acknowledges that the Non-Competition and Non-Solicitation Conditions (as described below) are not binding on the Employee. However, Employee further understands and acknowledges that he or she shall not be entitled to receive any further payment of the Monthly Voluntary Non-Competition Payment for any month during the Voluntary Non-Competition Period (as described below) during which Employee ceases to fully comply with any of the Non-Competition and Non-Solicitation

Conditions or for any month thereafter, even if Employee again commences full compliance with such conditions.

2. Monthly Voluntary Non-Competition Payment. For each month during the period of [twelve (12)] [eight (8)] months commencing with the Termination Date (the “Voluntary Non-Competition Period”) during which Employee fully complies with the Non-Competition and Non-Solicitation Conditions, the Company shall pay to Employee an amount equal to Employee’s Monthly Voluntary Non-Competition Payment determined in accordance with Section 5.3 of the Plan. The Company shall pay each Monthly Voluntary Non-Competition Payment due to Employee three (3) months in arrears on the first business day of the third (3rd) month following the applicable month during the Voluntary Non-Competition Period during which the Participant fully complies with the Non-Competition and Non-Solicitation Conditions, provided that Employee shall not be entitled to receive any further payment of the Monthly Voluntary Non-Competition Payment for any month during the Voluntary Non-Competition Period during which Employee ceases to fully comply with any of the Non-Competition and Non-Solicitation Conditions or for any month thereafter, even if Employee again commences full compliance with such conditions.

3. Non-Competition and Non-Solicitation Conditions. Full compliance with the Non-Competition and Non-Solicitations Conditions means that during the Voluntary Non-Competition Period Employee does not, anywhere in the Geographic Area (as defined below), without the prior written consent of the Company, directly or indirectly:

(a) perform services for (whether with or without compensation and whether as an employee, agent, consultant, advisor, independent contractor, proprietor, partner, officer, member of the board of directors or otherwise), have any ownership interest in (except for passive ownership of one percent (1%) or less of any entity whose securities have been registered under the Securities Act of 1933 or Section 12 of the Securities Exchange Act of 1934, as amended, or whose securities are listed on an established foreign securities exchange), or participate in the financing, operation, management or control of, any firm, partnership, corporation, entity or business that engages or participates in the MFLEX Business, including, without limitation, a Direct Competitor (as defined below); or

(b) induce or attempt to induce any vendor, supplier, merchant, client, customer, strategic partner, licensee, licensor or business relation of the Company to cease doing business with Company, or in any way interfere with the relationship between the Company and any vendor, supplier, merchant, client, customer, strategic partner, licensee, licensor or business relation of Company, whether or not Employee had personal contact with such entity during the term of Employee’s employment with MFLEX.

For the purposes of this Addendum:

(i) “Direct Competitor” means any of the following: Fujikura, Nippon Mektron (Mektec), Sumitomo Electric, Flexium, Multek (Flextronics), Zheng Ding Technology, Interflex (Yang Poon sub), Ichia, and Career Technologies.

(ii) “Geographic Area” means the United States of America and each other

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jurisdiction in which the Company conducts material activities of the MFLEX Business.

Notwithstanding the foregoing, Employee shall not fail to fully comply with the Non-Competition and Non-Solicitations Conditions if Employee performs services for an entity whose primary business does not consist of the MFLEX Business but which operates a subsidiary, business unit or division which may engage in the MFLEX Business, so long as Employee does not directly perform services for such subsidiary, business unit or division.

4. Notice. Employee agrees to notify the Company within 24 hours of each employment or consulting position or membership on a board of directors he or she accepts (a “New Position”) during the Voluntary Non-Competition Period (including the name and address of the hiring party) and will, upon request by the Company, describe in reasonable detail the nature of his or her duties in each such position. Such notice shall be provided to:

Multi-Fineline Electronix, Inc.

3140 E. Coronado Street

Anaheim, CA 92806

Attention: General Counsel

The Company shall respond in writing to Employee within seven (7) days of its receipt of such notice from Employee (including Employee’s response to a prior Company request for additional information) with either (i) a notice of the Company’s determination that Employee’s performance of services in the New Position either is or is not in full compliance with the non-competition condition described in paragraph 3(a) above, or (ii) a request for such additional information as reasonably necessary to enable the Company to make such determination. The Company’s failure to so respond shall be deemed acknowledgement by the Company that Employee’s performance of services in the New Position is in full compliance with the non-competition condition described in paragraph 3(a) above.

5. Not an Employment Agreement. This Addendum is not, and nothing in this Addendum shall be construed as, an agreement to provide employment to Employee.

6. Governing Law. This Addendum is made under and shall be governed by, construed in accordance with and enforced under the internal laws of the State of California.

7. Amendments; No Waiver.

(a) No amendment or modification of this Addendum shall be deemed effective unless made in writing and signed by the parties hereto.

(b) No term or condition of this Addendum shall be deemed to have been waived except by a statement in writing signed by the party against whom enforcement of the waiver is sought. Any written waiver shall operate only as to the specific term or condition waived and shall not constitute a waiver of such term or condition for the future or as to any act other than that specifically waived.

8. Assignment. This Addendum may be assigned by the Company, without the consent of Employee, to any affiliate of the Company or to any nonaffiliate of the Company that

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shall succeed to the business and assets of the Company. This Addendum is personal to Employee, and Employee may not assign any rights or delegate any responsibilities hereunder.

9. Further Assurances. From time to time, at the Company’s request and without further consideration, Employee shall execute and deliver such additional documents and take all such further action as reasonably requested by the Company to be necessary or desirable to make effective, in the most expeditious manner possible, the terms of this Addendum, and to provide adequate assurance of Employee’s full compliance with the Non-Competition and Non-Solicitations Conditions.

IN WITNESS WHEREOF, the parties hereto have executed this Addendum as of the Effective Date.

	EMPLOYEE
Date:
	[Employee Name]
	COMPANY
Date:	By:
		[Name]
		[Title]

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EX-10.79

Exhibit 10.79

MULTI-FINELINE ELECTRONIX, INC.

2004 STOCK INCENTIVE PLAN

(Adopted by the Board on June 15, 2004 and amended and restated

by the Board on March 11, 2009, December 4, 2009, December 10, 2010 and January 18, 2012)

Table of Contents

		Page
Section 1. ESTABLISHMENT AND PURPOSE			1
Section 2. DEFINITIONS			1
(a)	“Affiliate”		1
(b)	“Award”		1
(c)	“Board of Directors”		1
(d)	“Cause”		1
(e)	“Change in Control”		2
(f)	“Code”		3
(g)	“Committee”		3
(h)	“Company”		3
(i)	“Consultant”		3
(j)	“Employee”		3
(k)	“Exchange Act”		3
(l)	“Exercise Price”		3
(m)	“Fair Market Value”		3
(n)	“Good Reason”		4
(o)	“Incumbent Director”		4
(p)	“ISO”		4
(q)	“Nonstatutory Option” or “NSO”		4
(r)	“Offeree”		5
(s)	“Option”		5
(t)	“Optionee”		5
(u)	“Outside Director”		5
(v)	“Parent”		5
(w)	“Participant”		5
(x)	“Performance Vesting Award		5
(y)	“Plan”		5
(z)	“Purchase Price”		5

MULTI-FINELINE ELECTRONIX, INC.

2004 STOCK INCENTIVE PLAN

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(aa)	“Qualifying Termination”	5
(bb)	“Restricted Share”	6
(cc)	“Restricted Share Agreement”	6
(dd)	“SAR”	6
(ee)	“SAR Agreement”	6
(ff)	“Section 409A Deferred Compensation”	6
(gg)	“Service”	6
(hh)	“Share”	6
(ii)	“Stock”	6
(jj)	“Stock Option Agreement”	6
(kk)	“Stock Unit”	6
(ll)	“Stock Unit Agreement”	6
(mm)	“Subsidiary”	6
(nn)	“Time Vesting Award”	7
(oo)	“Total and Permanent Disability”	7
Section 3. ADMINISTRATION		7
(a)	Committee Composition	7
(b)	Committee for Non-Officer Grants	7
(c)	Committee Procedures	7
(d)	Committee Responsibilities	7
Section 4. ELIGIBILITY		9
(a)	General Rule	9
(b)	Automatic Grants to Outside Directors	9
(c)	Ten-Percent Stockholders	10
(d)	Attribution Rules	10
(e)	Outstanding Stock	10
Section 5. STOCK SUBJECT TO PLAN		11
(a)	Basic Limitation	11
(b)	Option/SAR Limitation	11
(c)	Additional Shares	11
Section 6. RESTRICTED SHARES		11

MULTI-FINELINE ELECTRONIX, INC.

2004 STOCK INCENTIVE PLAN

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(a)	Restricted Stock Agreement	11
(b)	Payment for Awards	11
(c)	Vesting	11
(d)	Effect of Change in Control	12
(e)	Voting and Dividend Rights	12
(f)	Restrictions on Transfer of Shares	12
Section 7. TERMS AND CONDITIONS OF OPTIONS		12
(a)	Stock Option Agreement	12
(b)	Number of Shares	12
(c)	Exercise Price	13
(d)	Withholding Taxes	13
(e)	Exercisability and Term	13
(f)	Exercise of Options Upon Termination of Service	13
(g)	Effect of Change in Control	13
(h)	Leaves of Absence	14
(i)	No Rights as a Stockholder	14
(j)	Modification, Extension and Renewal of Options	14
(k)	Restrictions on Transfer of Shares	14
Section 8. PAYMENT FOR SHARES		15
(a)	General Rule	15
(b)	Surrender of Stock	15
(c)	Services Rendered	15
(d)	Cashless Exercise	15
(e)	Exercise/Pledge	15
(f)	Promissory Note	15
(g)	Other Forms of Payment	15
(h)	Limitations under Applicable Law	15
Section 9. STOCK APPRECIATION RIGHTS		16
(a)	SAR Agreement	16
(b)	Number of Shares	16
(c)	Exercise Price	16

MULTI-FINELINE ELECTRONIX, INC.

2004 STOCK INCENTIVE PLAN

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(d)	Exercisability and Term	16
(e)	Effect of Change in Control	16
(f)	Exercise of SARs	17
(g)	Modification or Assumption of SARs	17
Section 10. STOCK UNITS		17
(a)	Stock Unit Agreement	17
(b)	Payment for Awards	17
(c)	Vesting Conditions	17
(d)	Effect of Change in Control	17
(e)	Voting and Dividend Rights	18
(f)	Form and Time of Settlement of Stock Units	18
(g)	Death of Recipient	18
(h)	Creditors’ Rights	18
Section 11. ADJUSTMENT OF SHARES		18
(a)	Adjustments	18
(b)	Dissolution or Liquidation	19
(c)	Reorganizations	19
(d)	Reservation of Rights	20
Section 12. DEFERRAL OF AWARDS		20
Section 13. AWARDS UNDER OTHER PLANS		20
Section 14. PAYMENT OF DIRECTOR’S FEES IN SECURITIES		21
(a)	Effective Date	21
(b)	Elections to Receive NSOs, Restricted Shares or Stock Units	21
(c)	Number and Terms of NSOs, Restricted Shares or Stock Units	21
Section 15. LEGAL AND REGULATORY REQUIREMENTS		21
Section 16. WITHHOLDING TAXES		21
(a)	General	21
(b)	Share Withholding	21
Section 17. TRANSFERABILITY		22
Section 18. NO EMPLOYMENT RIGHTS		22
Section 19. DURATION AND AMENDMENTS		22

MULTI-FINELINE ELECTRONIX, INC.

2004 STOCK INCENTIVE PLAN

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(a)	Term of the Plan	22
(b)	Right to Amend or Terminate the Plan	22
(c)	Effect of Termination	22
Section 20. EXECUTION		23
APPENDIX A Amendment to Multi-Fineline Electronix, Inc.’s 2004 Stock Incentive Plan		A-1

MULTI-FINELINE ELECTRONIX, INC.

2004 STOCK INCENTIVE PLAN

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MULTI-FINELINE ELECTRONIX, INC.

2004 STOCK INCENTIVE PLAN

SECTION 1. ESTABLISHMENT AND PURPOSE.

The Plan was adopted by the Board of Directors on June 15, 2004, effective as of the date of the initial offering of Stock to the public pursuant to a registration statement filed by the Company with the Securities and Exchange Commission (the “Effective Date”), and amended and restated by the Board of Directors on January 11, 2006, December 4, 2007, March 11, 2009, December 4, 2009, December 10, 2010 and January 18, 2012, and as amended by Appendix A on January 13, 2009. The purpose of the Plan is to promote the long-term success of the Company and the creation of stockholder value by (a) encouraging Employees, Outside Directors and Consultants to focus on critical long-range objectives, (b) encouraging the attraction and retention of Employees, Outside Directors and Consultants with exceptional qualifications and (c) linking Employees, Outside Directors and Consultants directly to stockholder interests through increased stock ownership. The Plan seeks to achieve this purpose by providing for Awards in the form of restricted shares, stock units, options (which may constitute incentive stock options or nonstatutory stock options) or stock appreciation rights.

SECTION 2. DEFINITIONS.

(a) “Affiliate” shall mean any entity other than a Subsidiary, if the Company and/or one or more Subsidiaries own not less than 50% of such entity.

(b) “Award” shall mean any award of an Option, a SAR, a Restricted Share or a Stock Unit under the Plan.

(c) “Board of Directors” shall mean the Board of Directors of the Company, as constituted from time to time.

(d) “Cause” shall mean any of the following with respect to a particular Participant:

(i) Such Participant’s (a) willful or reckless and (b) repeated failure to satisfactorily perform his job duties after written notice to such Participant and no less than a one month period within which prospectively to cure such failure to perform;

(ii) Failure by such Participant to comply with either (a) all material applicable laws or (b) all lawful and material directives from executive management of the Company in performing his job duties or in directing the conduct of the Company’s business;

(iii) Commission by such Participant of any felony or intentionally fraudulent act against the Company, or its employees, agents or customers, that demonstrates his untrustworthiness or lack of integrity;

MULTI-FINELINE ELECTRONIX, INC.

2004 STOCK INCENTIVE PLAN

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(iv) Commission by such Participant of any material fraud against the Company or use or intentional appropriation for his personal use or benefit of any material funds or properties of the Company not authorized by the Company to be so used or appropriated; or

(v) Any material noncompliance with Company policy or procedure.

(e) “Change in Control” shall mean the occurrence of any of the following:

(i) the acquisition of beneficial ownership, directly or indirectly, of securities having fifty percent (50%) or more of the combined voting power of the Company’s then outstanding securities by any “Unrelated Person” or “Unrelated Persons” acting in concert with one another either at one time or over a series of acquisitions. For purposes of this definition, the term “Person” shall mean and include any individual, partnership, joint venture, association, trust, corporation, or other entity (including a “group” as referred to in Section 13(d)(3) of the Exchange Act). For purposes of this Section, the term “Unrelated Person” shall mean and include any Person other than the Company, an employee benefit plan of the Company, or any beneficial owner of fifty percent (50%) or more of the combined voting power of the Company’s then outstanding securities as of January 18, 2012 (which, for the avoidance of doubt, shall include WBL Corporation Limited);

(ii) the Company is party to a merger, consolidation or similar corporate transaction, or series of related transactions, which results in the holders of the voting securities of the Company outstanding immediately prior to such transaction(s) failing to retain immediately after such transaction(s) direct or indirect beneficial ownership of more than fifty percent (50%) of the total combined voting power of the securities entitled to vote generally in the election of directors of the Company or the surviving entity outstanding immediately after such transaction(s);

(iii) the consummation of any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all of the assets of the Company and its subsidiaries (taken as a whole), other than pursuant to a sale-leaseback, structured finance or other form of financing transaction;

(iv) the stockholders of the Company approve any plan or proposal for liquidation or dissolution of the Company;

(v) as a result of a “going private” transaction, the common stock of the Company ceases to be traded on any established United States securities exchange; or

(vi) a change in the composition of the Board within any consecutive period of thirty-six (36) months as a result of which fewer than a majority of the directors are Incumbent Directors;

provided, however, that to the extent that any amount constituting Section 409A Deferred Compensation would become payable under this Plan by reason of a Change in Control, such amount shall become payable only if the event constituting a Change in Control would also

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constitute a change in ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company within the meaning of Section 409A of the Code. Any other provision of this Section 2(e) notwithstanding, a transaction shall not constitute a Change in Control if its sole purpose is to change the state of the Company’s incorporation or to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction.

(f) “Code” shall mean the Internal Revenue Code of 1986, as amended, or any successor thereto and any applicable regulations or administrative guidelines promulgated thereunder.

(g) “Committee” shall mean the Compensation Committee as designated by the Board of Directors, which is authorized to administer the Plan, as described in Section 3 hereof.

(h) “Company” shall mean Multi-Fineline Electronix, Inc., a Delaware corporation.

(i) “Consultant” shall mean a consultant or advisor who provides bona fide services to the Company, a Parent, a Subsidiary or an Affiliate as an independent contractor or a member of the board of directors of a Parent or a Subsidiary who is not an Employee. Service as a Consultant shall be considered Service for all purposes of the Plan.

(j) “Employee” shall mean any individual who is a common-law employee of the Company, a Parent or a Subsidiary.

(k) “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

(l) “Exercise Price” shall mean, in the case of an Option, the amount for which one Common Share may be purchased upon exercise of such Option, as specified in the applicable Stock Option Agreement. “Exercise Price,” in the case of a SAR, shall mean an amount, as specified in the applicable SAR Agreement, which is subtracted from the Fair Market Value of one Common Share in determining the amount payable upon exercise of such SAR.

(m) “Fair Market Value” with respect to a Share, shall mean the market price of one Share of Stock, determined by the Committee as follows:

(i) If the Stock was traded over-the-counter on the date in question but was not traded on The Nasdaq Stock Market, then the Fair Market Value shall be equal to the last transaction price quoted for such date by the OTC Bulletin Board or, if not so quoted, shall be equal to the mean between the last reported representative bid and asked prices quoted for such date by the principal automated inter-dealer quotation system on which the Stock is quoted or, if the Stock is not quoted on any such system, by the Pink Sheets LLC;

(ii) If the Stock was traded on The Nasdaq Stock Market, then the Fair Market Value shall be equal to the last reported sale price quoted for such date by The Nasdaq Stock Market;

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(iii) If the Stock was traded on a United States stock exchange on the date in question, then the Fair Market Value shall be equal to the closing price reported for such date by the applicable composite-transactions report; and

(iv) If none of the foregoing provisions is applicable, then the Fair Market Value shall be determined by the Committee in good faith on such basis as it deems appropriate.

Notwithstanding the foregoing, the Fair Market Value of the Stock on the Effective Date shall be the price at which one share of Stock is offered to the public on such date pursuant to a registration statement filed by the Company with the Securities and Exchange Commission.

In all cases, the determination of Fair Market Value by the Committee shall be conclusive and binding on all persons.

(n) “Good Reason” shall mean any of the following with respect to a particular Participant without the Participant’s informed written consent:

(i) A material reduction in duties or responsibilities;

(ii) A reduction in any component of pay opportunity or benefits, unless such change is similarly applied to all employees of the same level (i.e., engineer, director, etc.) of the Company; or

(iii) relocation of the Participant to a work location more than fifty (50) miles from the Participant’s then present work location.

The existence of Good Reason shall not be affected by the Participant’s temporary incapacity due to physical or mental illness not constituting a Total and Permanent Disability. The Participant’s continued employment for a period not exceeding ninety (90) days following the initial occurrence of any condition constituting Good Reason shall not constitute consent to, or a waiver of rights with respect to, such condition.

(o) “Incumbent Director” shall mean a director who either (i) is a member of the Board of Directors as of January 18, 2012, or (2) is elected, or nominated for election, to the Board of Directors with the affirmative votes of at least a majority of the Incumbent Directors at the time of such election or nomination, but (3) was not elected or nominated in connection with an actual or threatened proxy contest relating to the election of directors of the Company.

(p) “ISO” shall mean an employee incentive stock option described in Section 422 of the Code.

(q) “Nonstatutory Option” or “NSO” shall mean an employee stock option that is not an ISO.

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(r) “Offeree” shall mean an individual to whom the Committee has offered the right to acquire Shares under the Plan (other than upon exercise of an Option).

(s) “Option” shall mean an ISO or Nonstatutory Option granted under the Plan and entitling the holder to purchase Shares.

(t) “Optionee” shall mean an individual or estate who holds an Option or SAR.

(u) “Outside Director” shall mean a member of the Board of Directors who is not a common-law employee of, or paid consultant to, the Company or a Subsidiary. Service as an Outside Director shall be considered Service for all purposes of the Plan, except as provided in Section 4(a).

(v) “Parent” shall mean any corporation (other than the Company) in an unbroken chain of corporations ending with the Company, if each of the corporations other than the Company owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. A corporation that attains the status of a Parent on a date after the adoption of the Plan shall be a Parent commencing as of such date.

(w) “Participant” shall mean an individual or estate who holds an Award.

(x) “Performance Vesting Award” shall mean an Award granted to a Participant, the vesting or earning of which is conditioned in whole or in part upon the achievement of one or more performance goals (including, without limitation, performance goals established on the basis of Performance Measures described in Appendix A to this Plan), notwithstanding that the vesting or earning of such award may also be conditioned upon the continued Service of the Participant.

(y) “Plan” shall mean this 2004 Stock Incentive Plan of Multi-Fineline Electronix, Inc., as amended from time to time.

(z) “Purchase Price” shall mean the consideration for which one Share may be acquired under the Plan (other than upon exercise of an Option), as specified by the Committee.

(aa) “Qualifying Termination” shall mean, as to a particular Participant under the Plan, the occurrence of any of the following upon or within twelve (12) months following a Change in Control:

(i) an individual’s Service with the Company (including any Parent or Subsidiary thereof) is terminated without “Cause”; or

(ii) an individual terminates his Service with the Company (including any Parent or Subsidiary thereof) for Good Reason; provided the Participant has given the Company written notice of the existence of a condition constituting Good Reason within thirty (30) days following the initial occurrence of such condition, the Company fails to remedy such condition within thirty (30) days following such written notice, and the Participant’s resignation from

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Service is effective no later than ninety (90) days following the initial occurrence of such condition.

Qualifying Termination shall not include any termination of the Participant’s Service which is (i) for Cause, (ii) a result of the Participant’s death or Total and Permanent Disability, or (iii) a result of the Participant’s voluntary termination of Service other than for Good Reason.

(bb) “Restricted Share” shall mean a Share awarded under the Plan.

(cc) “Restricted Share Agreement” shall mean the agreement between the Company and the recipient of a Restricted Share which contains the terms, conditions and restrictions pertaining to such Restricted Shares.

(dd) “SAR” shall mean a stock appreciation right granted under the Plan.

(ee) “SAR Agreement” shall mean the agreement between the Company and an Optionee which contains the terms, conditions and restrictions pertaining to his or her SAR.

(ff) “Section 409A Deferred Compensation” shall mean compensation and benefits provided by the Plan that constitute or would give rise to deferred compensation subject to and not exempted from the requirements of Section 409A of the Code.

(gg) “Service” shall mean service as an Employee, Consultant or Outside Director.

(hh) “Share” shall mean one share of Stock, as adjusted in accordance with Section 8 (if applicable).

(ii) “Stock” shall mean the Common Stock of the Company.

(jj) “Stock Option Agreement” shall mean the agreement between the Company and an Optionee that contains the terms, conditions and restrictions pertaining to such Option.

(kk) “Stock Unit” shall mean a bookkeeping entry representing the equivalent of one Share, as awarded under the Plan.

(ll) “Stock Unit Agreement” shall mean the agreement between the Company and the recipient of a Stock Unit which contains the terms, conditions and restrictions pertaining to such Stock Unit.

(mm) “Subsidiary” shall mean any corporation, if the Company and/or one or more other Subsidiaries own not less than 50% of the total combined voting power of all classes of outstanding stock of such corporation. A corporation that attains the status of a Subsidiary on a date after the adoption of the Plan shall be considered a Subsidiary commencing as of such date.

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(nn) “Time Vesting Award” shall mean any Award granted to a Participant, the vesting or earning of which is based solely upon the continued Service of the Participant over a specified period of time.

(oo) “Total and Permanent Disability” shall mean that the Optionee is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or that has lasted, or can be expected to last, for a continuous period of not less than 12 months.

SECTION 3. ADMINISTRATION.

(a) Committee Composition. The Plan shall be administered by the Committee. The Committee shall consist of two or more directors of the Company, who shall be appointed by the Board. In addition, the composition of the Committee shall satisfy (i) such requirements as the Securities and Exchange Commission may establish for administrators acting under plans intended to qualify for exemption under Rule 16b-3 (or its successor) under the Exchange Act; and (ii) such requirements as the Internal Revenue Service may establish for outside directors acting under plans intended to qualify for exemption under Section 162(m)(4)(C) of the Code.

(b) Committee for Non-Officer Grants. The Board may also appoint one or more separate committees of the Board, each composed of one or more directors of the Company who need not satisfy the requirements of Section 3(a), who may administer the Plan with respect to Employees who are not considered officers or directors of the Company under Section 16 of the Exchange Act, may grant Awards under the Plan to such Employees and may determine all terms of such grants. Within the limitations of the preceding sentence, any reference in the Plan to the Committee shall include such committee or committees appointed pursuant to the preceding sentence. The Board of Directors may also authorize one or more officers of the Company to designate Employees, other than officers under Section 16 of the Exchange Act, to receive Awards and/or to determine the number of such Awards to be received by such persons; provided, however, that the Board of Directors shall specify the total number of Awards that such officers may so award.

(c) Committee Procedures. The Board of Directors shall designate one of the members of the Committee as chairman. The Committee may hold meetings at such times and places as it shall determine. The acts of a majority of the Committee members present at meetings at which a quorum exists, or acts reduced to or approved in writing by all Committee members, shall be valid acts of the Committee.

(d) Committee Responsibilities. Subject to the provisions of the Plan, the Committee shall have full authority and discretion to take the following actions:

(i) To interpret the Plan and to apply its provisions;

(ii) To adopt, amend or rescind rules, procedures and forms relating to the Plan;

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(iii) To authorize any person to execute, on behalf of the Company, any instrument required to carry out the purposes of the Plan;

(iv) To determine when Shares are to be awarded or offered for sale and when Options are to be granted under the Plan;

(v) To select the Offerees and Optionees;

(vi) To determine the number of Shares to be offered to each Offeree or to be made subject to each Option;

(vii) To prescribe the terms and conditions of each award or sale of Shares, including (without limitation) the Purchase Price, the vesting of the award (including accelerating the vesting of awards, either at the time of the award or sale or thereafter, without the consent of the Offeree or Optionee) and to specify the provisions of the Restricted Stock Agreement relating to such award or sale;

(viii) To prescribe the terms and conditions of each Option, including (without limitation) the Exercise Price, the vesting or duration of the Option (including accelerating the vesting of the Option), to determine whether such Option is to be classified as an ISO or as a Nonstatutory Option, and to specify the provisions of the Stock Option Agreement relating to such Option;

(ix) To amend any outstanding Restricted Stock Agreement or Stock Option Agreement, subject to applicable legal restrictions and to the consent of the Offeree or Optionee who entered into such agreement if the Offeree’s or Optionee’s rights or obligations would be adversely affected;

(x) To prescribe the consideration for the grant of each Option or other right under the Plan and to determine the sufficiency of such consideration;

(xi) To determine the disposition of each Option or other right under the Plan in the event of an Optionee’s or Offeree’s divorce or dissolution of marriage;

(xii) To determine whether Options or other rights under the Plan will be granted in replacement of other grants under an incentive or other compensation plan of an acquired business;

(xiii) To correct any defect, supply any omission, or reconcile any inconsistency in the Plan, any Stock Option Agreement or any Restricted Stock Agreement; and

(xiv) To take any other actions deemed necessary or advisable for the administration of the Plan.

Subject to the requirements of applicable law, the Committee may designate persons other than members of the Committee to carry out its responsibilities and may prescribe such conditions

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and limitations as it may deem appropriate, except that the Committee may not delegate its authority with regard to the selection for participation of or the granting of Options or other rights under the Plan to persons subject to Section 16 of the Exchange Act. All decisions, interpretations and other actions of the Committee shall be final and binding on all Offerees, all Optionees, and all persons deriving their rights from an Offeree or Optionee. No member of the Committee shall be liable for any action that he has taken or has failed to take in good faith with respect to the Plan, any Option, or any right to acquire Shares under the Plan.

Notwithstanding any provision of the Plan to the contrary, neither the Board, nor the Committee shall have the authority to take any of the following actions, unless the stockholders of the Company have approved such an action prior to such an event: (a) the reduction of the exercise price of any outstanding Option or SAR under the Plan; (b) the cancellation of any outstanding Option or SAR under the Plan and the grant in substitution therefore of any other Award, cash and/or other valuable consideration; or (c) any other action that is treated as a repricing under generally accepted accounting principles. Nothing in this paragraph shall be construed to apply to the issuance or assumption of an Option or SAR in connection with an acquisition in a manner which complies with the requirements of Section 424(a) or Section 409A of the Code or to an adjustment pursuant to Section 11(a).

SECTION 4. ELIGIBILITY.

(a) General Rule. Only Employees shall be eligible for the grant of ISOs. Only Employees, Consultants and Outside Directors shall be eligible for the grant of Restricted Shares, Stock Units, Nonstatutory Options or SARs.

(b) Automatic Grants to Outside Directors.

(i) On the date of his or her election to the Board of Directors, each Outside Director who first joins the Board of Directors on or after March 9, 2010, and who was not previously an Employee, shall receive an Award of Stock Units equal to: $70,000 divided by the Fair Market Value of the Stock on the trading day immediately preceding the date of grant, rounded to the nearest whole share. Each Stock Unit subject to the Award granted under this Section 4(b)(i) shall fully vest on the first anniversary of the date of grant. Notwithstanding the foregoing, each Stock Unit subject to the Award granted under this Section 4(b)(i) shall become vested in full immediately prior to the consummation of a Change in Control.

(ii) On the first business day following the conclusion of each regular annual meeting of the Company’s stockholders, commencing with the annual meeting occurring on March 11, 2008, each Outside Director who was not elected to the Board for the first time at such meeting and who will continue serving as a member of the Board of Directors thereafter shall receive an Award of Stock Units equal to: $70,000 divided by the Fair Market Value of the Stock on the trading day immediately preceding the date of grant, rounded to the nearest whole share; provided that such Outside Director has served on the Board of Directors for at least six months. Each Stock Unit subject to the Award granted under this Section 4(b)(ii) shall fully vest on the first anniversary of the date of grant; provided, however, that each such Stock Unit shall

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vest in full immediately prior to the next regular annual meeting of the Company’s stockholders following such date of grant in the event such meeting occurs prior to such first anniversary date. Notwithstanding the foregoing, each Stock Unit subject to the Award granted under this Section 4(b)(ii) shall become vested in full immediately prior to the consummation of a Change in Control.

(iii) Any Stock Unit granted under this Section 4(b) shall be forfeited, and all rights of the Outside Director to or with respect to such Stock Unit shall terminate without any obligation on the part of the Company, upon the termination of an Outside Director’s Service as a member of the Board of Directors prior to the date on which such Stock Unit vests.

(iv) The Stock Units subject to Awards under this Section 4(b) shall be evidenced by a Stock Unit Agreement having such terms and conditions, consistent with the provisions of the Plan, as are determined by the Board in its sole discretion, to be executed by the Outside Director and the Company. Settlement of a Stock Unit subject to an Award granted under this Section 4(b) shall be made by the issuance of a number of Shares equal to the number of Stock Units that have vested or the Company, in its sole discretion, may substitute an equivalent amount of cash, and such settlement shall be made as soon as administratively practicable after the Stock Unit vests, subject to the terms and conditions of the applicable Stock Unit Agreement. Notwithstanding the preceding sentence, a Stock Unit Agreement evidencing an Award under this Section 4(b) may provide for settlement of any or all of the vested Stock Units upon the Outside Director’s termination of Service as a member of the Board of Directors, or may provide that an Outside Director may elect to defer settlement of any or all of the vested Stock Units, in each case in accordance with the terms and conditions of the applicable Stock Unit Agreement and Section 409A of the Code.

(c) Ten-Percent Stockholders. An Employee who owns more than 10% of the total combined voting power of all classes of outstanding stock of the Company, a Parent or Subsidiary shall not be eligible for the grant of an ISO unless such grant satisfies the requirements of Section 422(c)(5) of the Code.

(d) Attribution Rules. For purposes of Section 4(c) above, in determining stock ownership, an Employee shall be deemed to own the stock owned, directly or indirectly, by or for such Employee’s brothers, sisters, spouse, ancestors and lineal descendants. Stock owned, directly or indirectly, by or for a corporation, partnership, estate or trust shall be deemed to be owned proportionately by or for its stockholders, partners or beneficiaries.

(e) Outstanding Stock. For purposes of Section 4(c) above, “outstanding stock” shall include all stock actually issued and outstanding immediately after the grant. “Outstanding stock” shall not include shares authorized for issuance under outstanding options held by the Employee or by any other person.

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SECTION 5. STOCK SUBJECT TO PLAN.

(a) Basic Limitation. Shares offered under the Plan shall be authorized but unissued Shares or treasury Shares. The maximum aggregate number of Options, SARs, Stock Units and Restricted Shares awarded under the Plan shall not exceed 3,976,400 Shares and all of such shares may be issued as ISOs. The limitations of this Section 5(a) shall be subject to adjustment pursuant to Section 11. The number of Shares that are subject to Options or other rights outstanding at any time under the Plan shall not exceed the number of Shares which then remain available for issuance under the Plan. The Company, during the term of the Plan, shall at all times reserve and keep available sufficient Shares to satisfy the requirements of the Plan.

(b) Option/SAR Limitation. Subject to the provisions of Section 11, no Participant may receive Options or SARs under the Plan in any calendar year that relate to more than 1,000,000 Shares.

(c) Additional Shares. If Restricted Shares or Shares issued upon the exercise of Options are forfeited, then such Shares shall again become available for Awards under the Plan. If Stock Units, Options or SARs are forfeited or terminate for any other reason before being exercised, then the corresponding Shares shall again become available for Awards under the Plan. If Stock Units are settled, then only the number of Shares (if any) actually issued in settlement of such Stock Units shall reduce the number available under Section 5(a) and the balance shall again become available for Awards under the Plan. If SARs are exercised, then only the number of Shares (if any) actually issued in settlement of such SARs shall reduce the number available in Section 5(a) and the balance shall again become available for Awards under the Plan.

SECTION 6. RESTRICTED SHARES.

(a) Restricted Stock Agreement. Each grant of Restricted Shares under the Plan shall be evidenced by a Restricted Stock Agreement between the recipient and the Company. Such Restricted Shares shall be subject to all applicable terms of the Plan and may be subject to any other terms that are not inconsistent with the Plan. The provisions of the various Restricted Stock Agreements entered into under the Plan need not be identical.

(b) Payment for Awards. Subject to the following sentence, Restricted Shares may be sold or awarded under the Plan for such consideration as the Committee may determine, including (without limitation) cash, cash equivalents, full-recourse promissory notes, past services and future services. To the extent that an Award consists of newly issued Restricted Shares, the Award recipient shall furnish consideration with a value not less than the par value of such Restricted Shares in the form of cash, cash equivalents, or past services rendered to the Company (or a Parent or Subsidiary), as the Committee may determine.

(c) Vesting. Each Award of Restricted Shares may or may not be subject to vesting. Vesting shall occur, in full or in installments, upon satisfaction of the conditions specified in the

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Restricted Stock Agreement. A Restricted Stock Agreement may provide for accelerated vesting in the event of the Participant’s death, disability or retirement or other events.

(d) Effect of Change in Control. Outstanding Restricted Shares held by a Participant immediately prior to the consummation of a Change in Control shall be treated as follows:

(i) Restricted Shares which are Time Vesting Awards shall vest in full immediately prior to the consummation of the Change in Control.

(ii) Restricted Shares which are Performance Vesting Awards shall vest at the same vesting level that they would vest upon achievement of 100% of the applicable performance goals (without regard to the actual achievement of any such performance goal) upon the first to occur of (A) the date of completion of the performance period applicable to the Restricted Shares, provided that the Participant’s Service has not terminated prior to such date, (B) the Qualifying Termination of the Participant, or (C) the time immediately prior to the consummation of the Change in Control in the event that the surviving corporation or its parent will not, pursuant to the Change in Control, convert the Restricted Shares into equity securities of such corporation which are registered under the Securities Act of 1933 and traded on a United States securities exchange.

(e) Voting and Dividend Rights. The holders of Restricted Shares awarded under the Plan shall have the same voting, dividend and other rights as the Company’s other stockholders. A Restricted Stock Agreement, however, may require that the holders of Restricted Shares invest any cash dividends received in additional Restricted Shares. Such additional Restricted Shares shall be subject to the same conditions and restrictions as the Award with respect to which the dividends were paid.

(f) Restrictions on Transfer of Shares. Restricted Shares shall be subject to such rights of repurchase, rights of first refusal or other restrictions as the Committee may determine. Such restrictions shall be set forth in the applicable Restricted Stock Agreement and shall apply in addition to any general restrictions that may apply to all holders of Shares.

SECTION 7. TERMS AND CONDITIONS OF OPTIONS.

(a) Stock Option Agreement. Each grant of an Option under the Plan shall be evidenced by a Stock Option Agreement between the Optionee and the Company. Such Option shall be subject to all applicable terms and conditions of the Plan and may be subject to any other terms and conditions which are not inconsistent with the Plan and which the Committee deems appropriate for inclusion in a Stock Option Agreement. The Stock Option Agreement shall specify whether the Option is an ISO or an NSO. The provisions of the various Stock Option Agreements entered into under the Plan need not be identical. Options may be granted in consideration of a reduction in the Optionee’s other compensation.

(b) Number of Shares. Each Stock Option Agreement shall specify the number of Shares that are subject to the Option and shall provide for the adjustment of such number in accordance with Section 11.

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(c) Exercise Price. Each Stock Option Agreement shall specify the Exercise Price. The Exercise Price of an ISO shall not be less than 100% of the Fair Market Value of a Share on the date of grant, except as otherwise provided in Section 4(c), and the Exercise Price of an NSO shall not be less 85% of the Fair Market Value of a Share on the date of grant. Notwithstanding the foregoing, a Stock Option Agreement may specify that the exercise price of an NSO may vary in accordance with a predetermined formula. Subject to the foregoing in this Section 7(c), the Exercise Price under any Option shall be determined by the Committee at its sole discretion. The Exercise Price shall be payable in one of the forms described in Section 8.

(d) Withholding Taxes. As a condition to the exercise of an Option, the Optionee shall make such arrangements as the Committee may require for the satisfaction of any federal, state, local or foreign withholding tax obligations that may arise in connection with such exercise. The Optionee shall also make such arrangements as the Committee may require for the satisfaction of any federal, state, local or foreign withholding tax obligations that may arise in connection with the disposition of Shares acquired by exercising an Option.

(e) Exercisability and Term. Each Stock Option Agreement shall specify the date when all or any installment of the Option is to become exercisable. The Stock Option Agreement shall also specify the term of the Option; provided that the term of an ISO shall in no event exceed 10 years from the date of grant (five years for Employees described in Section 4(c)). A Stock Option Agreement may provide for accelerated exercisability in the event of the Optionee’s death, disability, or retirement or other events and may provide for expiration prior to the end of its term in the event of the termination of the Optionee’s Service. Options may be awarded in combination with SARs, and such an Award may provide that the Options will not be exercisable unless the related SARs are forfeited. Subject to the foregoing in this Section 7(e), the Committee at its sole discretion shall determine when all or any installment of an Option is to become exercisable and when an Option is to expire.

(f) Exercise of Options Upon Termination of Service. Each Stock Option Agreement shall set forth the extent to which the Optionee shall have the right to exercise the Option following termination of the Optionee’s Service with the Company and its Subsidiaries, and the right to exercise the Option of any executors or administrators of the Optionee’s estate or any person who has acquired such Option(s) directly from the Optionee by bequest or inheritance. Such provisions shall be determined in the sole discretion of the Committee, need not be uniform among all Options issued pursuant to the Plan, and may reflect distinctions based on the reasons for termination of Service.

(g) Effect of Change in Control. Outstanding Options held by a Participant immediately prior to the consummation of a Change in Control shall be treated as follows:

(i) Options which are Time Vesting Awards shall vest in full immediately prior to the consummation of the Change in Control.

(ii) Options which are Performance Vesting Awards shall vest at the same vesting level that they would vest upon achievement of 100% of the applicable performance

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goals (without regard to the actual achievement of any such performance goal) upon the first to occur of (A) the date of completion of the performance period applicable to the Options, provided that the Participant’s Service has not terminated prior to such date, (B) the Qualifying Termination of the Participant, or (C) the time immediately prior to the consummation of the Change in Control in the event that the surviving corporation or its parent will not, pursuant to the Change in Control, assume or continue the Company’s rights and obligations under the Options or substitute for the Options substantially equivalent options for equity securities of such corporation, in each such case exercisable for equity securities of such corporation which are registered under the Securities Act of 1933 and traded on a United States securities exchange.

(h) Leaves of Absence. An Employee’s Service shall cease when such Employee ceases to be actively employed by, or a Consultant to, the Company (or any subsidiary) as determined in the sole discretion of the Board of Directors. For purposes of Options, Service does not terminate when an Employee goes on a bona fide leave of absence, that was approved by the Company in writing, if the terms of the leave provide for continued service crediting, or when continued service crediting is required by applicable law. However, for purposes of determining whether an Option is entitled to ISO status, an Employee’s Service will be treated as terminating 90 days after such Employee went on leave, unless such Employee’s right to return to active work is guaranteed by law or by a contract. Service terminates in any event when the approved leave ends, unless such Employee immediately returns to active work. The Company determines which leaves count toward Service, and when Service terminates for all purposes under the Plan.

(i) No Rights as a Stockholder. An Optionee, or a transferee of an Optionee, shall have no rights as a stockholder with respect to any Shares covered by his Option until the date of the issuance of a stock certificate for such Shares. No adjustments shall be made, except as provided in Section 11.

(j) Modification, Extension and Renewal of Options. Subject to the limitations set forth in Section 3, the Committee may modify, extend or renew outstanding options or may accept the cancellation of outstanding options (to the extent not previously exercised), whether or not granted hereunder, in return for the grant of new Options for the same or a different number of Shares and at the same or a different exercise price, or in return for the grant of the same or a different number of Shares. The foregoing notwithstanding, no modification of an Option shall, without the consent of the Optionee, adversely affect his or her rights or obligations under such Option.

(k) Restrictions on Transfer of Shares. Any Shares issued upon exercise of an Option shall be subject to such special forfeiture conditions, rights of repurchase, rights of first refusal and other transfer restrictions as the Committee may determine. Such restrictions shall be set forth in the applicable Stock Option Agreement and shall apply in addition to any general restrictions that may apply to all holders of Shares.

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SECTION 8. PAYMENT FOR SHARES.

(a) General Rule. The entire Exercise Price or Purchase Price of Shares issued under the Plan shall be payable in lawful money of the United States of America at the time when such Shares are purchased, except as provided in Section 8(b) through Section 8(g) below.

(b) Surrender of Stock. To the extent that a Stock Option Agreement so provides, payment may be made all or in part by surrendering, or attesting to the ownership of, Shares which have already been owned by the Optionee or his representative. Such Shares shall be valued at their Fair Market Value on the date when the new Shares are purchased under the Plan. The Optionee shall not surrender, or attest to the ownership of, Shares in payment of the Exercise Price if such action would cause the Company to recognize compensation expense (or additional compensation expense) with respect to the Option for financial reporting purposes.

(c) Services Rendered. At the discretion of the Committee, Shares may be awarded under the Plan in consideration of services rendered to the Company or a Subsidiary prior to the award. If Shares are awarded without the payment of a Purchase Price in cash, the Committee shall make a determination (at the time of the award) of the value of the services rendered by the Offeree and the sufficiency of the consideration to meet the requirements of Section 6(b).

(d) Cashless Exercise. To the extent that a Stock Option Agreement so provides, payment may be made all or in part by delivery (on a form prescribed by the Committee) of an irrevocable direction to a securities broker to sell Shares and to deliver all or part of the sale proceeds to the Company in payment of the aggregate Exercise Price.

(e) Exercise/Pledge. To the extent that a Stock Option Agreement so provides, payment may be made all or in part by delivery (on a form prescribed by the Committee) of an irrevocable direction to a securities broker or lender to pledge Shares, as security for a loan, and to deliver all or part of the loan proceeds to the Company in payment of the aggregate Exercise Price.

(f) Promissory Note. To the extent that a Stock Option Agreement or Restricted Stock Agreement so provides, payment may be made all or in part by delivering (on a form prescribed by the Company) a full-recourse promissory note. However, the par value of the Common Shares being purchased under the Plan, if newly issued, shall be paid in cash or cash equivalents.

(g) Other Forms of Payment. To the extent that a Stock Option Agreement or Restricted Stock Agreement so provides, payment may be made in any other form that is consistent with applicable laws, regulations and rules.

(h) Limitations under Applicable Law. Notwithstanding anything herein or in a Stock Option Agreement or Restricted Stock Agreement to the contrary, payment may not be made in any form that is unlawful, as determined by the Committee in its sole discretion.

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SECTION 9. STOCK APPRECIATION RIGHTS.

(a) SAR Agreement. Each grant of a SAR under the Plan shall be evidenced by a SAR Agreement between the Optionee and the Company. Such SAR shall be subject to all applicable terms of the Plan and may be subject to any other terms that are not inconsistent with the Plan. The provisions of the various SAR Agreements entered into under the Plan need not be identical. SARs may be granted in consideration of a reduction in the Optionee’s other compensation.

(b) Number of Shares. Each SAR Agreement shall specify the number of Shares to which the SAR pertains and shall provide for the adjustment of such number in accordance with Section 11.

(c) Exercise Price. Each SAR Agreement shall specify the Exercise Price. A SAR Agreement may specify an Exercise Price that varies in accordance with a predetermined formula while the SAR is outstanding.

(d) Exercisability and Term. Each SAR Agreement shall specify the date when all or any installment of the SAR is to become exercisable. The SAR Agreement shall also specify the term of the SAR. A SAR Agreement may provide for accelerated exercisability in the event of the Optionee’s death, disability or retirement or other events and may provide for expiration prior to the end of its term in the event of the termination of the Optionee’s service. SARs may be awarded in combination with Options, and such an Award may provide that the SARs will not be exercisable unless the related Options are forfeited. A SAR may be included in an ISO only at the time of grant but may be included in an NSO at the time of grant or thereafter. A SAR granted under the Plan may provide that it will be exercisable only in the event of a Change in Control.

(e) Effect of Change in Control. Outstanding SARs held by a Participant immediately prior to the consummation of a Change in Control shall be treated as follows:

(i) SARs which are Time Vesting Awards shall vest in full immediately prior to the consummation of the Change in Control.

(ii) SARs which are Performance Vesting Awards shall vest at the same vesting level that they would vest upon achievement of 100% of the applicable performance goals (without regard to the actual achievement of any such performance goal) upon the first to occur of (A) the date of completion of the performance period applicable to the SARs, provided that the Participant’s Service has not terminated prior to such date, (B) the Qualifying Termination of the Participant, or (C) the time immediately prior to the consummation of the Change in Control in the event that the surviving corporation or its parent will not, pursuant to the Change in Control, assume or continue the Company’s rights and obligations under the SARs or substitute for the SARs substantially equivalent stock appreciation rights for equity securities of such corporation, in each such case exercisable for equity securities of such corporation which are registered under the Securities Act of 1933 and traded on a United States securities exchange.

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(f) Exercise of SARs. Upon exercise of a SAR, the Optionee (or any person having the right to exercise the SAR after his or her death) shall receive from the Company (a) Shares, (b) cash or (c) a combination of Shares and cash, as the Committee shall determine. The amount of cash and/or the Fair Market Value of Shares received upon exercise of SARs shall, in the aggregate, be equal to the amount by which the Fair Market Value (on the date of surrender) of the Shares subject to the SARs exceeds the Exercise Price.

(g) Modification or Assumption of SARs. Subject to the limitations set forth in Section 3, the Committee may modify, extend or assume outstanding SARs or may accept the cancellation of outstanding SARs (whether granted by the Company or by another issuer) in return for the grant of new SARs for the same or a different number of shares and at the same or a different exercise price. The foregoing notwithstanding, no modification of a SAR shall, without the consent of the holder, may alter or impair his or her rights or obligations under such SAR.

SECTION 10. STOCK UNITS.

(a) Stock Unit Agreement. Each grant of Stock Units under the Plan shall be evidenced by a Stock Unit Agreement between the recipient and the Company. Such Stock Units shall be subject to all applicable terms of the Plan and may be subject to any other terms that are not inconsistent with the Plan. The provisions of the various Stock Unit Agreements entered into under the Plan need not be identical. Stock Units may be granted in consideration of a reduction in the recipient’s other compensation.

(b) Payment for Awards. To the extent that an Award is granted in the form of Stock Units, no cash consideration shall be required of the Award recipients.

(c) Vesting Conditions. Each Award of Stock Units may or may not be subject to vesting. Vesting shall occur, in full or in installments, upon satisfaction of the conditions specified in the Stock Unit Agreement. A Stock Unit Agreement may provide for accelerated vesting in the event of the Participant’s death, disability or retirement or other events.

(d) Effect of Change in Control. Outstanding Stock Units held by a Participant immediately prior to the consummation of a Change in Control shall be treated as follows:

(i) Stock Units which are Time Vesting Awards shall vest in full immediately prior to the consummation of the Change in Control.

(ii) Stock Units which are Performance Vesting Awards shall vest at the same vesting level that they would vest upon achievement of 100% of the applicable performance goals (without regard to the actual achievement of any such performance goal) upon the first to occur of (A) the date of completion of the performance period applicable to the Stock Units, provided that the Participant’s Service has not terminated prior to such date, (B) the Qualifying Termination of the Participant, or (C) the time immediately prior to the consummation of the Change in Control in the event that the surviving corporation or its parent will not, pursuant to the Change in Control, assume or continue the Company’s rights and obligations under the Stock

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Units or substitute for the Stock Units substantially equivalent rights to acquire equity securities of such corporation, in each such case for equity securities of such corporation which are registered under the Securities Act of 1933 and traded on a United States securities exchange.

(e) Voting and Dividend Rights. The holders of Stock Units shall have no voting rights. Prior to settlement or forfeiture, any Stock Unit awarded under the Plan may, at the Committee’s discretion, carry with it a right to dividend equivalents. Such right entitles the holder to be credited with an amount equal to all cash dividends paid on one Share while the Stock Unit is outstanding. Dividend equivalents may be converted into additional Stock Units. Settlement of dividend equivalents may be made in the form of cash, in the form of Shares, or in a combination of both. Prior to distribution, any dividend equivalents which are not paid shall be subject to the same conditions and restrictions (including without limitation, any forfeiture conditions) as the Stock Units to which they attach.

(f) Form and Time of Settlement of Stock Units. Settlement of vested Stock Units may be made in the form of (a) cash, (b) Shares or (c) any combination of both, as determined by the Committee. The actual number of Stock Units eligible for settlement may be larger or smaller than the number included in the original Award, based on predetermined performance factors. Methods of converting Stock Units into cash may include (without limitation) a method based on the average Fair Market Value of Shares over a series of trading days. Vested Stock Units may be settled in a lump sum or in installments. The distribution may occur or commence when all vesting conditions applicable to the Stock Units have been satisfied or have lapsed, or it may be deferred to any later date. The amount of a deferred distribution may be increased by an interest factor or by dividend equivalents. Until an Award of Stock Units is settled, the number of such Stock Units shall be subject to adjustment pursuant to Section 11.

(g) Death of Recipient. Any Stock Units Award that becomes payable after the recipient’s death shall be distributed to the recipient’s beneficiary or beneficiaries. Each recipient of a Stock Units Award under the Plan shall designate one or more beneficiaries for this purpose by filing the prescribed form with the Company. A beneficiary designation may be changed by filing the prescribed form with the Company at any time before the Award recipient’s death. If no beneficiary was designated or if no designated beneficiary survives the Award recipient, then any Stock Units Award that becomes payable after the recipient’s death shall be distributed to the recipient’s estate.

(h) Creditors’ Rights. A holder of Stock Units shall have no rights other than those of a general creditor of the Company. Stock Units represent an unfunded and unsecured obligation of the Company, subject to the terms and conditions of the applicable Stock Unit Agreement.

SECTION 11. ADJUSTMENT OF SHARES.

(a) Adjustments. In the event of a subdivision of the outstanding Stock, a declaration of a dividend payable in Shares, a declaration of a dividend payable in a form other than Shares in an amount that has a material effect on the price of Shares, a combination or consolidation of

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the outstanding Stock (by reclassification or otherwise) into a lesser number of Shares, a recapitalization, a spin-off or a similar occurrence, the Committee shall make such adjustments as it, in its sole discretion, deems appropriate in one or more of:

(i) The number of Options, SARs, Restricted Shares and Stock Units available for future Awards under Section 5;

(ii) The limitations set forth in Section 5(a) and (b);

(iii) The number of Stock Units to be granted to Outside Directors under Section 4(b);

(iv) The number of Shares covered by each outstanding Option and SAR;

(v) The Exercise Price under each outstanding Option and SAR; or

(vi) The number of Stock Units included in any prior Award which has not yet been settled.

Except as provided in this Section 11, a Participant shall have no rights by reason of any issue by the Company of stock of any class or securities convertible into stock of any class, any subdivision or consolidation of shares of stock of any class, the payment of any stock dividend or any other increase or decrease in the number of shares of stock of any class.

(b) Dissolution or Liquidation. To the extent not previously exercised or settled, Options, SARs and Stock Units shall terminate immediately prior to the dissolution or liquidation of the Company.

(c) Reorganizations. In the event that the Company is a party to a merger or other reorganization, outstanding Awards shall be subject to the agreement of merger or reorganization. Such agreement shall provide for:

(i) The continuation of the outstanding Awards by the Company, if the Company is a surviving corporation;

(ii) The assumption of the outstanding Awards by the surviving corporation or its parent or subsidiary;

(iii) The substitution by the surviving corporation or its parent or subsidiary of its own awards for the outstanding Awards;

(iv) Full exercisability or vesting and accelerated expiration of the outstanding Awards; or

(v) Settlement of the full value of the outstanding Awards in cash or cash equivalents followed by cancellation of such Awards.

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(d) Reservation of Rights. Except as provided in this Section 11, an Optionee or Offeree shall have no rights by reason of any subdivision or consolidation of shares of stock of any class, the payment of any dividend or any other increase or decrease in the number of shares of stock of any class. Any issue by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number or Exercise Price of Shares subject to an Option. The grant of an Option pursuant to the Plan shall not affect in any way the right or power of the Company to make adjustments, reclassifications, reorganizations or changes of its capital or business structure, to merge or consolidate or to dissolve, liquidate, sell or transfer all or any part of its business or assets.

SECTION 12. DEFERRAL OF AWARDS.

The Committee (in its sole discretion) may permit or require a Participant to:

(a) Have cash that otherwise would be paid to such Participant as a result of the exercise of a SAR or the settlement of Stock Units credited to a deferred compensation account established for such Participant by the Committee as an entry on the Company’s books;

(b) Have Shares that otherwise would be delivered to such Participant as a result of the exercise of an Option or SAR converted into an equal number of Stock Units; or

(c) Have Shares that otherwise would be delivered to such Participant as a result of the exercise of an Option or SAR or the settlement of Stock Units converted into amounts credited to a deferred compensation account established for such Participant by the Committee as an entry on the Company’s books. Such amounts shall be determined by reference to the Fair Market Value of such Shares as of the date when they otherwise would have been delivered to such Participant.

A deferred compensation account established under this Section 12 may be credited with interest or other forms of investment return, as determined by the Committee. A Participant for whom such an account is established shall have no rights other than those of a general creditor of the Company. Such an account shall represent an unfunded and unsecured obligation of the Company and shall be subject to the terms and conditions of the applicable agreement between such Participant and the Company. If the deferral or conversion of Awards is permitted or required, the Committee (in its sole discretion) may establish rules, procedures and forms pertaining to such Awards, including (without limitation) the settlement of deferred compensation accounts established under this Section 12.

SECTION 13. AWARDS UNDER OTHER PLANS.

The Company may grant awards under other plans or programs. Such awards may be settled in the form of Shares issued under this Plan. Such Shares shall be treated for all purposes under the Plan like Shares issued in settlement of Stock Units and shall, when issued, reduce the number of Shares available under Section 5.

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SECTION 14. PAYMENT OF DIRECTOR’S FEES IN SECURITIES.

(a) Effective Date. No provision of this Section 14 shall be effective unless and until the Board has determined to implement such provision.

(b) Elections to Receive NSOs, Restricted Shares or Stock Units. An Outside Director may elect to receive his or her annual retainer payments and/or meeting fees from the Company in the form of cash, NSOs, Restricted Shares or Stock Units, or a combination thereof, as determined by the Board. Such NSOs, Restricted Shares and Stock Units shall be issued under the Plan. An election under this Section 14 shall be filed with the Company on the prescribed form.

(c) Number and Terms of NSOs, Restricted Shares or Stock Units. The number of NSOs, Restricted Shares or Stock Units to be granted to Outside Directors in lieu of annual retainers and meeting fees that would otherwise be paid in cash shall be calculated in a manner determined by the Board. The terms of such NSOs, Restricted Shares or Stock Units shall also be determined by the Board.

SECTION 15. LEGAL AND REGULATORY REQUIREMENTS.

Shares shall not be issued under the Plan unless the issuance and delivery of such Shares complies with (or is exempt from) all applicable requirements of law, including (without limitation) the Securities Act of 1933, as amended, the rules and regulations promulgated thereunder, state securities laws and regulations and the regulations of any stock exchange on which the Company’s securities may then be listed, and the Company has obtained the approval or favorable ruling from any governmental agency which the Company determines is necessary or advisable.

SECTION 16. WITHHOLDING TAXES.

(a) General. To the extent required by applicable federal, state, local or foreign law, a Participant or his or her successor shall make arrangements satisfactory to the Company for the satisfaction of any withholding tax obligations that arise in connection with the Plan. The Company shall not be required to issue any Shares or make any cash payment under the Plan until such obligations are satisfied.

(b) Share Withholding. The Committee may permit a Participant to satisfy all or part of his or her withholding or income tax obligations by having the Company withhold all or a portion of any Shares that otherwise would be issued to him or her or by surrendering all or a portion of any Shares that he or she previously acquired. Such Shares shall be valued at their Fair Market Value on the date when taxes otherwise would be withheld in cash. In no event may a Participant have Shares withheld that would otherwise be issued to him or her in excess of the number necessary to satisfy the legally required minimum tax withholding.

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SECTION 17. TRANSFERABILITY.

Unless the agreement evidencing an Award (or an amendment thereto authorized by the Committee) expressly provides otherwise, no Award granted under this Plan, nor any interest in such Award, may be sold, assigned, conveyed, gifted, pledged, hypothecated or otherwise transferred in any manner (prior to the vesting and lapse of any and all restrictions applicable to Shares issued under such Award), other than by will or the laws of descent and distribution; provided, however, that an ISO may be transferred or assigned only to the extent consistent with Section 422 of the Code. Any purported assignment, transfer or encumbrance in violation of this Section 17 shall be void and unenforceable against the Company.

SECTION 18. NO EMPLOYMENT RIGHTS.

No provision of the Plan, nor any right or Option granted under the Plan, shall be construed to give any person any right to become, to be treated as, or to remain an Employee. The Company and its Subsidiaries reserve the right to terminate any person’s Service at any time and for any reason, with or without notice.

SECTION 19. DURATION AND AMENDMENTS.

(a) Term of the Plan. The Plan, as set forth herein, shall terminate automatically ten (10) years after its adoption by the Board. The Plan may be terminated on any earlier date pursuant to Subsection (b) below.

(b) Right to Amend or Terminate the Plan. The Board of Directors may amend the Plan at any time and from time to time. Rights and obligations under any Award granted before amendment of the Plan shall not be materially impaired by such amendment, except with consent of the Participant. An amendment of the Plan shall be subject to the approval of the Company’s stockholders only to the extent required by applicable laws, regulations or rules.

(c) Effect of Termination. No Awards shall be granted under the Plan after the termination thereof. The termination of the Plan shall not affect any Award previously granted under the Plan.

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SECTION 20. EXECUTION.

To record the amendment and restatement of the Plan by the Board of Directors, the Company has caused its authorized officer to execute the same.

MULTI-FINELINE ELECTRONIX, INC.
By	/s/ Christine Besnard
Name	Christine Besnard
Title	Secretary

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Amendment to Multi-Fineline Electronix, Inc.’s

2004 Stock Incentive Plan

WHEREAS, Multi-Fineline Electronix, Inc. (the “Company”) maintains the Multi-Fineline Electronix Inc. 2004 Stock Incentive Plan (the “Plan”);

WHEREAS, the Compensation Committee (“Committee”) of the Company’s Board of Directors (the “Board”) may amend the Plan pursuant to Section 19(b) of the Plan;

WHEREAS, the Committee considers it desirable to amend the Plan (i) to permit the grant of performance shares, performance units, and cash-based awards to Plan participants; (ii) to permit the grant of Awards that shall be considered “performance-based” awards under Section of 162(m) of the Internal Revenue Code; and (iii) to make other desirable changes to the Plan.

NOW, THEREFORE, the Plan is hereby amended, effective January 13, 2009 by adding to the end thereof the following Appendix A:

APPENDIX A

Article A-1: General Provisions

Section A-1.1—Eligibility. Only Employees shall be eligible for the grant of Performance Shares, Performance Units, and Cash-Based Awards as described herein.

Section A-1.2—Conflicts Between Appendix A and Plan. The Plan provides a complete description of the terms and conditions governing this Appendix A. If there is any inconsistency between the terms of this Appendix and the terms of the Plan, the Plan’s terms shall completely supersede and replace the conflicting terms of this Appendix A. All capitalized terms shall have the meanings ascribed to them in the Plan, unless specifically set forth otherwise herein.

Section A-1.3—Terms Incorporated by Reference. The terms of the Plan are hereby incorporated by reference into this Appendix A.

Section A-1.4—Definition of Award. The definition of “Award” shall include Performance Shares, Performance Units, and Cash-Based Awards.

Section A-1.5—Share Authorization Pool. For purposes of Section 5(a), the aggregate number of Performance Units (which are stock settled) awarded under the plan and Performance Shares plus the aggregate number of Options, SARs, Stock Units, and Restricted Shares awarded

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under the Plan shall not exceed the maximum number of Shares available under the Plan as computed under Section 5(a).

Section A-1.6—Additional Shares. If Performance Shares are forfeited prior to being earned, then such Shares shall again become available for Awards under the Plan. If Performance Shares and Performance Units are settled, then only the number of Shares (if any) actually issued in settlement of such Performance Shares and Performance Units shall reduce the number available in Section 5(a) and the balance shall again become available for Awards under the Plan.

Article A-2: Performance Shares

Section A-2.1—Performance Share. A “Performance Share” shall mean a Share awarded under this Article A-2.

Section A-2.2—Grant of Performance Shares. The Committee, at any time and from time to time, may grant Performance Shares to a Participant in such amounts and upon such terms as the Committee shall determine; provided that the grant of Performance Shares shall be subject to the terms and conditions of the Plan and this Appendix A.

Section A-2.3—Performance Share Award Agreement. Each grant of Performance Shares shall be evidenced by a Performance Share Award Agreement that shall specify the number of Performance Shares granted, the performance period over which such Performance Shares may be earned, the applicable performance goals, and such other provisions as the Committee shall determine.

Section A-2.4—Value of Performance Shares. Each Performance Share shall have an initial value equal to the Fair Market Value of a Share on the Grant Date. The Committee shall set performance goals in its discretion which, depending on the extent to which such performance goals are met, shall determine the value and/or number of Performance Shares that will be paid to the Participant.

Section A-2.5—Earning of Performance Shares. After the applicable performance period has ended, the holder of Performance Shares shall be entitled to receive a settlement based on the number of Performance Shares earned over the performance period, to be determined as a function of the extent to which the corresponding performance goals have been achieved. The determination of the extent to which Performance Shares are earned at the conclusion of the applicable performance period shall be made by the Committee in its sole discretion.

Section A-2.6—Form and Timing of Payment of Performance Shares. The Committee, in its sole discretion, shall pay at the close of the applicable performance period or as soon as practicable thereafter, but no later than the fifteenth day of the third month of the calendar year following the calendar year in which the applicable performance period ends, any

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earned Performance Shares in the form of cash or in Shares (or in a combination thereof), as specified in a Participant’s Performance Share Award Agreement. Any Shares paid to a Participant under this Section A-2.6 may be subject to any restrictions deemed appropriate by the Committee.

Section A-2.7—Termination of Service. Each Performance Share Award Agreement shall set forth the extent to which the Participant shall vest in or forfeit Performance Shares following termination of the Participant’s Service with or provision of services to the Company or any Parent or Subsidiary, as the case may be. Such provisions shall be determined in the sole discretion of the Committee, shall be included in the Performance Share Award Agreement entered into with each Participant, need not be uniform among all Performance Shares awarded pursuant to this Plan, and may reflect distinctions based on the reasons for termination.

Section A-2.8—Voting and Dividend Rights. The holders of Performance Shares shall have no voting rights. Prior to settlement or forfeiture, a Performance Share awarded under the Plan may, at the Committee’s sole discretion, carry with it a right to dividend equivalents. Such right entitles the holder to be credited with an amount equal to all cash dividends paid on one Share while the Performance Share is outstanding. Settlement of dividend equivalents may be made in the form of cash, in the form of Shares, or in a combination of both. Prior to distribution, any dividend equivalents which are not paid shall be subject to the same conditions and restrictions (including without limitation, any forfeiture conditions) as the Performance Shares to which they attach.

Section A-2.9—Amendments. Within the limitations of the Plan, the Committee may modify an Award of outstanding Performance Shares. However, neither such modification nor any amendment or termination of the Plan approved by the Board of Directors pursuant to Section 19(b) at the time such Performance Shares are outstanding shall adversely affect the rights of the holder of such Performance Shares without the consent of the holder.

Article A-3: Performance Units

Section A-3.1—Performance Unit. A “Performance Unit” shall mean an award granted under this Article A-3.

Section A-3.2—Grant of Performance Units. The Committee, at any time and from time to time, may grant Performance Units to a Participant in such amounts and upon such terms as the Committee shall determine; provided that the grant of Performance Units shall be subject to the terms and conditions of the Plan and this Appendix A.

Section A-3.3—Performance Unit Award Agreement. Each grant of Performance Units shall be evidenced by a Performance Unit Award Agreement that shall specify the number of Performance Units granted, the initial notional value of each Performance Unit, the

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performance period over which such Performance Units may be earned, the applicable performance goals, and such other provisions as the Committee shall determine.

Section A-3.4—Value of Performance Unit. Each Performance Unit shall have an initial notional value equal to a dollar amount determined by the Committee in its sole discretion. The Committee shall set performance goals in its discretion which, depending on the extent to which such performance goals are met, shall determine the value of the Performance Units that will be paid to the Participant.

Section A-3.5—Earning of Performance Units. After the applicable performance period has ended, the holder of Performance Units shall be entitled to receive a settlement based on the number of Performance Units earned over the performance period, to be determined as a function of the extent to which the corresponding performance goals have been achieved. The determination of the extent to which Performance Units are earned at the conclusion of the applicable performance period shall be made by the Committee in its sole discretion.

Section A-3.6—Form and Timing of Payment of Performance Units. The Committee, in its sole discretion, shall pay at the close of the applicable performance period or as soon as practicable thereafter, but no later than the fifteenth day of the third month of the calendar year following the calendar year in which the applicable performance period ends, any earned Performance Units in the form of cash or in Shares (or in a combination thereof), as specified in a Participant’s Performance Unit Award Agreement. Any Shares paid to a Participant under this Section A-3.6 may be subject to any restrictions deemed appropriate by the Committee.

Section A-3.7—Termination of Service. Each Performance Unit Award Agreement shall set forth the extent to which the Participant shall vest in or forfeit Performance Units following termination of the Participant’s Service with or provision of services to the Company or any Parent or Subsidiary, as the case may be. Such provisions shall be determined in the sole discretion of the Committee, shall be included in the Performance Unit Award Agreement entered into with each Participant, need not be uniform among all Performance Units awarded pursuant to this Plan, and may reflect distinctions based on the reasons for termination.

Section A-3.8—Amendments. Within the limitations of the Plan, the Committee may modify an Award of outstanding Performance Units. However, neither such modification nor any amendment or termination of the Plan approved by the Board of Directors pursuant to Section 19(b) at the time such Performance Units are outstanding shall adversely affect the rights of the holder of such Performance Units without the consent of the holder.

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Article A-4: Cash-Based Awards

Section A-4.1—Cash-Based Awards. A “Cash-Based Award” shall mean awards granted under this Article A-4.

Section A-4.2—Grant of Cash-Based Awards. The Committee, at any time and from time to time, may grant Cash-Based Awards to a Participant in such amounts and upon such terms as the Committee shall determine; provided that the grant of Cash-Based Awards shall be subject to the terms and conditions of the Plan and this Appendix A.

Section A-4.3—Value of Cash-Based Awards. Each Cash-Based Award shall specify a payment amount or payment range as determined by the Committee. If the Committee exercises its discretion to establish performance goals, the value of Cash-Based Awards that shall be paid to the Participant will depend on the extent to which such performance goals are met.

Section A-4.4—Form and Timing of Payment of Cash-Based Awards. The Committee shall determine the amount of Cash-Based Awards to be paid and the timing of such payment in accordance with its terms but payment shall be no later than the fifteenth day of the third month of the calendar year following the calendar year in which the Cash-Based Award is earned.

Section A-4.5—Termination of Service. The Committee shall determine the extent to which the Participant shall have the right to receive Cash-Based Awards following termination of the Participant’s Service with or provision of services to the Company or any Affiliate or Subsidiary, as the case may be. Such provisions shall be determined in the sole discretion of the Committee, such provisions may be included in an agreement entered into with each Participant, but need not be uniform among all Cash-Based Awards issued pursuant to the Plan, and may reflect distinctions based on the reasons for termination.

Section A-4.6—Amendments. Within the limitations of the Plan, the Committee may modify a Cash-Based Award to the extent such Award is evidenced by an award agreement. However, neither such modification nor any amendment or termination of the Plan approved by the Board of Directors pursuant to Section 19(b) at the time such Cash-Based Awards are outstanding shall adversely affect the rights of the holder of such Cash-Based Awards without the consent of the holder.

Article A-5: Performance-Based Compensation

Section A-5.1—Special Definitions for Performance-Based Compensation.

(a) “Actual Award” means as to any Performance Period, the actual award (if any) payable to a Participant for the Performance Period. The Actual Award is determined by the Payout Formula for the Performance Period, subject to the Committee’s authority under Section A-5.5 to reduce the Award otherwise determined by the Payout Formula.

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(b) “Award Pool” means the total dollars or percentage of any one or more of the Performance Measures (if any) designated to fund Actual Awards payable for any Performance Period.

(c) “Base Salary” means as to any Performance Period, 100% of the Participant’s annualized salary rate on the last day of each fiscal year or on the last day of the last applicable fiscal year for any Performance Period, as determined by the Committee. Such Base Salary shall be before both (a) deductions for taxes or benefits, and (b) deferrals of compensation pursuant to Company-sponsored plans.

(d) “Covered Employee” means any Employee who is or may become a “Covered Employee,” as defined in Section 162(m) of the Internal Revenue Code, and who is designated, either as an individual Employee or class of Employees, by the Committee within the shorter of (i) ninety (90) days after the beginning of the Performance Period, or (ii) twenty-five percent (25%) of the Performance Period has elapsed, as a “Covered Employee” under this Plan for such applicable Performance Period.

(e) “Determination Date” means as to any Performance Period of the Company, (x) the first day of such Performance Period, or (y) if later, the latest date possible which will not jeopardize the Plan’s qualification as performance-based compensation under Code Section 162(m).

(f) “Disability” means a permanent and total disability determined in accordance with uniform and nondiscriminatory standards adopted by the Committee from time to time.

(g) “Payout Formula” means as to any Performance Period, the formula or payout matrix established by the Committee pursuant to Section A-5.5, above, in order to determine the Actual Awards (if any) to be paid to Participants. The formula or matrix may differ from Participant to Participant.

(h) “Performance-Based Compensation” means compensation under an Award that is intended to satisfy the requirements of Code Section 162(m) for certain performance-based compensation paid to Covered Employees. Notwithstanding the foregoing, nothing in this Plan shall be construed to mean that an Award which does not satisfy the requirements for performance-based compensation under Code Section 162(m) does not constitute performance-based compensation for other purposes, including Code Section 409A.

(i) “Performance Period” means any period as determined by the Committee in its sole discretion.

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(j) “Target Award” means the target award payable under the Plan to a Participant for the Performance Period as determined by the Committee in accordance with Section A-5.4 and may be (a) expressed as a percentage of a Participant’s Base Salary, (b) expressed as a percentage of the Award Pool, or (c) a specified amount determined by the Committee in accordance with Section A-5.4.

Section A-5.2—Performance-Based Compensation. The Committee may designate whether an Award being granted to any Participant is intended to be “performance-based compensation” as that term is used in Section 162(m) of the Code. Any such Awards designated by the Committee to be “performance-based compensation” shall be conditioned on the achievement of one or more Performance Measures (as set forth in Section A-5.12), to the extent required by Code Section 162(m). On or prior to the Determination Date, the Committee shall select the Employees who shall receive Performance-Based Compensation. Grants of Performance-Based Compensation are in the sole discretion of the Committee, and on a Performance Period by Performance Period basis.

Section A-5.3—Determination of Performance Measures. On or prior to the Determination Date, the Committee shall establish the Performance Measures for each Participant for the Performance Period. Such Performance Measures shall be set forth in writing.

Section A-5.4—Determination of Award Pool. On or prior to the Determination Date, the Committee may establish an Award Pool, if any, for any Performance Period.

Section A-5.5—Determination of Target Awards. On or prior to the Determination Date, the Committee shall establish a Target Award for each Participant. Each Participant’s Target Award shall be determined by the Committee in its sole discretion, and each Target Award shall be set forth in writing.

Section A-5.6—Determination of Payout Formula or Formulae. On or prior to the Determination Date, the Committee shall establish a Payout Formula or Formulae for purposes of determining the Actual Award (if any) payable to each Participant. Each Payout Formula shall (a) be in writing, (b) be based on a comparison of actual performance to the Performance Measures, (c) provide for the payment of a Participant’s Target Award if the Performance Measures for the Performance Period are achieved, and (d) provide for an Actual Award greater than or less than the Participant’s Target Award, depending upon the extent to which actual performance exceeds or falls below the Performance Measures. Notwithstanding the preceding, no participant’s Actual Award under the Plan may exceed the Maximum Award (as set forth in Section A-5.14).

Section A-5.7—Determination of Actual Awards. After the end of each Performance Period, the Committee shall certify in writing the extent to which the Performance Measures applicable to each Participant for the Performance Period were achieved or exceeded. The

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Actual Award for each Participant shall be determined by applying the Payout Formula to the level of actual performance which has been certified by the Committee. Notwithstanding any contrary provision of the Plan, the Committee, in its sole discretion, may eliminate or reduce the Actual Award payable to any Participant below that which otherwise would be payable under the Payout Formula. Awards that are intended to qualify as Performance-Based Compensation may not be adjusted upward.

Section A-5.8—Right to Receive Payment. Each Actual Award that may become payable under the Plan shall be paid solely from the general assets of the Company. Nothing in this Plan shall be construed to create a trust or to establish or evidence any Participant’s claim of any right other than as an unsecured general creditor with respect to any payment to which he or she may be entitled.

Section A-5.9—Timing of Payment. Payment of each Actual Award shall be made as soon as practicable after the Committee determines the amount of the Actual Award (if any) under Section A-5.6 but in no event later than the fifteenth day of the third month of the calendar year following the calendar year in which the applicable Performance Period ends.

Section A-5.10—Termination Prior to the Date the Actual Award for the Performance Period is Paid. If a Participant terminates Service with the Company for any reason after the end of the applicable Performance Period but prior to the date the Actual Award for such Performance Period is paid, the Participant shall be entitled to the payment of the Actual Award for the Performance Period subject to reduction or elimination under Section A-5.7 based on the circumstances surrounding such termination of Service.

Section A-5.11—Termination Prior to End of the Performance Period for Reasons other than Death or Disability. If a Participant terminates Service with the Company prior to the end of the applicable Performance Period for any reason other than death or Disability, the Committee shall reduce the Participant’s Actual Award proportionately based on the date of termination (and subject to further reduction or elimination under Section A-5.7 based on the circumstances surrounding such termination of Service).

Section A-5.12—Termination Prior to the End of the Performance Period Due to Death or Disability. If a Participant terminates Service with the Company prior to the end of the applicable Performance Period due to death or Disability, the Participant (or in the case of the Participant’s death, the Participant’s beneficiary) shall be entitled to the payment of the Actual Award for the Performance Period subject to reduction or elimination under Section A-5.7.

Section A-5.13—Payment in the Event of a Change in Control. In the event of a Change in Control, the Performance Measures for the Performance Period in which such Change in Control takes place shall be deemed achieved as of the date immediately prior to the effective date of such Change in Control and a Participant’s Target Bonus shall be paid on the effective date of such Change in Control; provided, however, the Committee, in its sole discretion, may

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eliminate or reduce the Target Award payable to any Participant below that which otherwise would be payable.

Section A-5.14—Payment in the Event of Death. If a Participant dies prior to the payment of an Actual Award earned by him or her for a prior Performance Period, the Actual Award shall be paid to the Participant’s beneficiary. If a Participant fails to designate a beneficiary or if each person designated as a beneficiary predeceases the Participant or dies prior to payment of an Actual Award, then the Committee shall direct the payment of such Actual Award to the Participant’s estate.

Section A-5.15—Code Section 162(m) Annual Limits. Unless and until the Committee determines that an Award to a Covered Employee shall not be designed to qualify as Performance-Based Compensation, the following limits (each an “Annual Award Limit” and, collectively, “Annual Award Limits”), as adjusted pursuant to Section 11, shall apply to grants of such Awards under this Plan:

(a) Equity-Based Awards: The maximum aggregate number of Shares subject to Performance Shares, Restricted Stock, and Stock Units granted with respect to any one fiscal year of the Company to any one Participant shall be 1,500,000 shares.

(b) Performance Units: The maximum aggregate value of Performance Units that a Participant may be paid with respect to any one fiscal year of the Company may not exceed $10,000,000.

(c) Cash-Based Awards: The maximum aggregate amount paid or credited with respect to Cash-Based Awards to any one Participant for any Performance Period may not exceed $10,000,000 for each twelve (12) months in a Performance Period (proportionately adjusted for periods less than twelve (12) months) (the “Maximum Award”). The Maximum Award is the maximum amount which may be paid to a Participant for any Performance Period.

Section A-5.16—Performance Measures. The performance goals upon which the payment or vesting of an Award to a Covered Employee that is intended to qualify as Performance-Based Compensation shall be limited to the following Performance Measures:

(a) Net earnings or net income (before or after taxes);

(b) Earnings per share;

(c) Operating earnings;

(d) Net sales;

(e) Sales growth;

(f) Net revenues;

(g) Revenue growth;

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(h) Net operating profit;

(i) Net operating profit growth;

(j) Return measures (including, but not limited to, return on assets, capital, invested capital, equity, sales, or revenue);

(k) Cash flow (including, but not limited to, operating cash flow, free cash flow, cash flow return on equity, and cash flow return on investment);

(l) Earnings before or after taxes, interest, depreciation, and/or amortization;

(m) Gross or operating margins;

(n) Productivity ratios;

(o) Share price (including, but not limited to, growth measures and total shareholder return);

(p) Expense targets;

(q) Margins;

(r) Operating efficiency;

(s) Market share;

(t) Customer satisfaction;

(u) Working capital targets;

(v) Operating margin;

(w) Pre-tax profit; and

(x) Economic value added or EVA^® (net operating profit after tax minus the sum of capital multiplied by the cost of capital);

Any Performance Measure(s) may be used to measure the performance of the Company or any Parent or Subsidiary as a whole or any business unit of the Company or any Parent or Subsidiary or any combination thereof, as the Committee may deem appropriate, or any of the above Performance Measures as compared to the performance of a group of comparator companies, or published or special index that the Committee, in its sole discretion, deems appropriate, or the Committee may select Performance Measure (o) above as compared to various stock market indices. The Committee also has the authority to provide for accelerated vesting of any Award based on the achievement of performance goals pursuant to the Performance Measures specified in this Section A-5.12.

Section A-5.17—Evaluation of Performance. The Committee may provide in any Award that is intended to qualify as Performance-Based Compensation that any evaluation of performance may include or exclude any of the following events that occurs during a Performance Period: (a) asset write-downs, (b) litigation or claim judgments or settlements, (c) the effect of changes in tax laws, accounting principles, or other laws or provisions affecting reported results, (d) any reorganization and restructuring programs, (e) extraordinary nonrecurring items, (f) acquisitions or divestitures, (g) foreign exchange gains and losses, and (h) any other adjustment item permissible under Code Section 162(m). To the extent such inclusions or exclusions affect Awards to Covered Employees, they shall be prescribed in a form that meets the requirements of Code Section 162(m) for deductibility.

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Section A-5.18—Committee Discretion. In the event that applicable tax and/or securities laws change to permit Committee discretion to alter the governing Performance Measures without obtaining shareholder approval of such changes, the Committee shall have sole discretion to make such changes without obtaining shareholder approval. In addition, in the event that the Committee determines that it is advisable to grant Awards that shall not qualify as Performance-Based Compensation, the Committee may make such grants without satisfying the requirements of Code Section 162(m) and base vesting on Performance Measures other than those set forth in Section A-5.12.

Article A-6: Additional Committee Responsibilities

Section A-6.1—Additional Committee Responsibilities. In addition to responsibilities in Section 3(d) of the Plan, the Committee shall have the full authority and discretion to take the following actions:

(a) To determine when and to whom Performance Shares, Performance Units, and Cash-Based Awards are to be awarded under the Plan;

(b) To prescribe the terms and conditions of each Performance Share and Performance Unit, including (without limitation) the applicable performance measures, performance period and, in the case of Performance Shares, to set the number of shares or range of shares that may be earned or, in the case of Performance Units, to set the value or range of values that may be earned;

(c) To prescribe the terms and conditions of each Cash-Based Award, including (without limitation) to determine performance measures, if applicable, and to specify payment amount or amounts that may be earned;

(d) To amend any outstanding Performance Share Award Agreement, Performance Unit Award Agreement, or any award agreement applicable to a Cash-Based Award, subject to applicable legal restrictions and to the consent of the Participant who entered into such agreement if the Participant’s rights or obligations would be adversely affected; and

(e) To correct any defect, supply any omission, or reconcile any inconsistency in the Plan, any Performance Share Award Agreement, any Performance Unit Award Agreement or any award agreement, applicable to a Cash-Based Award.

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