Exhibit 10.1

                Valpey-Fisher Corporation Key Employee Bonus Plan
                              For fiscal year 2008

Purpose of Plan
To provide an incentive to those employees who have a major impact on the
profitability of the company.

Eligibility
Must be a fulltime employee and be in continued employment of the Company for
the entire fiscal year, unless a waiver of this provision is approved in advance
of hiring by the Compensation Committee. In the event the Company is sold before
the end of the year, the bonuses earned through the sale date would be prorated.

Participants
The plan participants will include the CEO and the Management Staff.

Bonus Pool
----------
The 2008 bonus pool is based on achieving certain pre-tax operating profit
amounts before the bonus amount, other income/expense, extraordinary
income/expense, and the effects of SFAS 123R ("adjusted operating profit")
listed below:

                Adjusted Operating                     Cumulative
                      Profit                          Bonus Amount
           ---------------------------            ---------------------
           $        250,000                         $    25,000
                    500,000                              75,000
                  1,000,000                             175,000
                  1,250,000                             225,000
                  1,500,000                             275,000
                  1,750,000                             325,000
                  2,000,000                             400,000
                  2,250,000                             475,000

For adjusted operating profit amounts between the listed amounts, the bonus
amount will be prorated.

For adjusted operating profit in excess of $2,250,000, the Board of Directors
will determine the bonus amount.

The Compensation Committee will recommend the bonus payout amount for the CEO to
the Board of Directors for their approval. The CEO will decide the payout amount
for the remaining participants.

The distribution of the bonus and % of individual participation will range from
0% to 100% of salary.

The bonus amount includes the profit sharing contribution for the year ended
December 31, 2008 as determined by the Board of Directors and shall be limited
to a maximum of 10% of the total bonus payout.

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