EXECUTIVE EMPLOYMENT AGREEMENT

EXHIBIT 10.2

EXECUTIVE EMPLOYMENT AGREEMENT

This Executive Employment Agreement (this "Agreement") is entered into as of January 1, 2009 by and between Donald T. Johnson Jr., a natural person ("Executive"), and ATC Technology Corporation, a Delaware corporation (“ATC”).  As used herein, the “Company” refers to ATC and/or any subsidiary of ATC.  The parties hereto agree as follows:

1.          Employment.

(a)          Best Efforts .  Subject to the terms set forth herein, the Company agrees to employ Executive as Chairman of ATC and Executive hereby accepts such employment.  While employed by the Company, Executive will devote his best efforts and such time as is necessary to the performance of his duties hereunder and to the business and affairs of ATC and its subsidiaries and will not be employed by any other employer (other than an employer owned at least 50.1% by Executive), although Executive may serve on other boards of directors so long as such service does not create a conflict of interest with the Company.

(b)          Duties .  Executive shall perform such duties for the Company as are customarily associated with the position of Chairman, consistent with the Bylaws of the Company and as required by the Board of Directors of ATC.

(c)          Company Policies .  The employment relationship between the parties shall be governed by the general employment policies and practices of the Company, except that when the terms of this Agreement differ from or are in conflict with such employment policies and practices, this Agreement shall control.

2.          Compensation and Benefits.

(a)          Salary .  Executive shall receive for services to be rendered hereunder a base salary of $236,274 payable on the Company’s regular payroll dates, subject to standard withholdings for taxes and social security and the like.

(b)          Incentive Plans .  Executive shall not participate in any of the Company’s incentive plans, provided that nothing in this Agreement shall affect Executive’s previously established participation in the 2008 Incentive Compensation Plan or the cash award component of the 2008-2010 Long-Term Incentive Plan.

(c)          Participation in Benefit Plans .  While employed by the Company, Executive shall be entitled to participate in any group medical, dental, health and accident, disability insurance, life insurance (at a minimum of $1.5 million in Company-paid coverage), retirement income, deferred compensation or similar plan or program of the Company to the extent that he is eligible under the general provisions thereof.  The Company may, in its discretion and from time to time, establish additional management benefit programs as it deems appropriate.  Executive understands that any such plans may be modified or eliminated in the Company's discretion in accordance with applicable law.

3.          Perquisites .

(a)          Financial Planning/Club Dues Allowance .  Executive shall be entitled to a financial planning/club dues allowance of $8,438, subject to applicable withholding.

(b)          Automobile .  Executive shall be entitled to an automobile allowance of $10,126, subject to applicable withholding.

4.           Business Expenses .   Executive shall be reimbursed for documented and reasonable business travel expenses in connection with the performance of his duties hereunder.

5.           Termination of Employment .   The date on which Executive's employment by the Company ceases, under any of the circumstances provided in Section 5(a)-(g), shall be defined herein as the "Termination Date."  All capitalized terms used in this Section 5 without definition will have the meanings set forth in Section 5(l).

(a)          End of Employment Term .  Unless terminated earlier pursuant to Section 5(b)-(g), Executive’s employment will terminate on June 3, 2009.  Within ten business days after the Termination Date, Executive shall receive payment for all accrued salary through the Termination Date and the Earned Benefits.  Executive shall also receive the LTIP Payment.  Except as provided above, no compensation of any kind or severance payment will be payable under this Agreement due to a termination pursuant to this Section 5(a), except that if a Change in Control occurs prior to Executive’s termination pursuant to this Section 5(a), such termination shall be treated as a Company termination without Cause and Executive shall be entitled to the payments and benefits provided in Section 5(f).

(b)          Termination for Cause .  The Company may terminate Executive's employment at any time for Cause immediately upon written notice to Executive of the circumstances leading to such termination for Cause.  If Executive's employment is terminated for Cause, Executive shall receive payment for all accrued salary through the Termination Date (which in this event shall be the date upon which notice of termination is given) and the Earned Benefits.  The Company shall have no obligation to pay severance of any kind nor to make any payment in lieu of notice if Executive is terminated for Cause.

(c)          Voluntary Termination .  Executive may voluntarily terminate his employment with the Company at any time upon 90 days’ prior written notice.  Within ten business days after the Termination Date, Executive shall receive payment for all accrued salary through the Termination Date and the Earned Benefits, after which no further compensation of any kind or severance payment will be payable under this Agreement.  If the Board determines that Executive has provided all services and cooperation required by the Board to transition Executive’s position to a successor (regardless of whether an orderly transition has actually occurred), Executive shall also receive the LTIP Payment.

(d)          Termination Upon Death .  Executive’s employment will terminate upon his death.  Within ten business days after the Termination Date, Executive’s Beneficiary shall receive payment for all accrued salary through the Termination Date and the Earned Benefits.  Executive’s Beneficiary shall also receive the LTIP Payment.  Except as provided above, no compensation of any kind or severance payment will be payable under this Agreement due to a termination pursuant to this Section 5(d).

(e)          Termination Upon Disability .  The Company may terminate Executive's employment in the event Executive suffers a disability that renders Executive unable to perform the essential functions of his position, even with reasonable accommodation in compliance with the Americans with Disabilities Act, for three consecutive months.  A termination in such circumstances shall be treated as a Company termination without Cause and Executive shall be entitled to the payments and benefits provided in Section 5(f) and Section 5(i)(i).  The foregoing shall not affect any rights that Executive may have under applicable workers’ compensation laws or any disability plan of the Company.

(f)          Termination Without Cause .  The Company may terminate Executive's employment without Cause at any time upon 30 days’ prior written notice.  Within ten business days after the Termination Date, Executive shall receive payment for all accrued salary through the Termination Date and the Earned Benefits.  Executive shall also receive the LTIP Payment.  In addition, the Company shall pay Executive as severance $1,120,000 (i.e., 200% of Executive’s annualized base salary).  Subject to Section 11, the severance shall be paid in equal installments on each of the Company’s regular payroll dates during the two-year period following the Termination Date, unless the Termination Date occurs after a Change in Control, in which case the severance will be paid in a single lump sum within ten business days after the Termination Date.  The Company will pay up to $25,000   of the cost of an executive level individualized career transition program through a professional outplacement firm mutually selected by the Company and the Executive if such program is initiated within 30 days after the Termination Date.  If Executive dies after the Termination Date, the payment or payments due thereafter under this Section 5(f) shall be made to Executive’s Beneficiary but the career transition benefits shall terminate as of the date of death.  As a condition to receiving the payments and benefits provided by this Section 5(f) (other than payment for all accrued salary through the Termination Date and the Earned Benefits, which shall be payable in any case), Executive shall execute and deliver to the Company on the Termination Date a general release in the form attached hereto as Exhibit A.

(g)          Fundamental Changes .  If the Company (i) materially diminishes Executive's duties, authority, responsibility or compensation without performance justification, or (ii) breaches this Agreement in any material respect, Executive may terminate his employment, provided that Executive has given the Company 30 days’ written notice prior to such termination and the Company has not cured such diminution or breach, as the case may be, by the end of such 30-day period.  A termination in such circumstances shall be treated as a Company termination without Cause and Executive shall be entitled to the payments and benefits provided in Section 5(f) and Section 5(i)(i).

(h)          Medical Coverage .  Except in the case of Executive’s death or termination for Cause, until the fifth anniversary of the Termination Date (such five-year period being the “Coverage Period”) the Company will provide continued medical-related insurance coverage to Executive and his spouse at the levels and at the rates applicable from time to time to comparable active employees and spouses of the Company.  Medical-related insurance coverage includes health, dental, vision and/or cancer.  COBRA continuation coverage eligibility shall commence as of the day following the end of the Coverage Period.  Notwithstanding the above, coverage under each of these plans shall cease on the date (i) Executive (or his

spouse in the event Executive dies during the Coverage Period) fails to pay timely the premium required by such plan, (ii) Executive (or his spouse in the event Executive dies during the Coverage Period) becomes eligible for coverage under Medicare or the group health plan of any other employer, or (iii) the Company terminates such plan as to all its employees, provided, however, that if the Company terminates such plan, the Company shall make a lump sum payment to Executive (or to his spouse in the event Executive dies during the Coverage Period) equal to (x) the Company’s contribution to such plan with respect to Executive and his spouse (or just his spouse if Executive is then no longer alive) for the last full month during which coverage was provided under such plan multiplied by (y) the number of months remaining in the Coverage Period.

(i)          Vesting of Restricted Stock and Stock Options .  All of Executive’s restricted stock and unvested stock options that are outstanding as of the Termination Date will be treated as follows following the Termination Date:

(i)         In the case of termination pursuant to Section 5(a) or Company termination without Cause, such restricted stock and unvested options will continue to vest after the Termination Date according to their vesting schedules notwithstanding the fact that Executive has ceased to be an employee of the Company.

(ii)         In the case of Executive’s death, such restricted stock and unvested options shall fully vest as of the Termination Date.

(iii)                 In the case of voluntary resignation, such restricted stock and unvested options will terminate on the Termination Date unless the Board determines that Executive has provided prior to the termination of Executive’s employment all services and cooperation required by the Board to transition Executive’s position to a successor (regardless of whether an orderly transition has actually occurred), in which case such restricted stock and unvested options will continue to vest after the Termination Date according to their vesting schedules notwithstanding the fact that Executive has ceased to be an employee of the Company.

(iv)                 In the case of termination for Cause, restricted stock and unvested options will terminate on the Termination Date.

(v)         Except in the case of termination for Cause, options that are vested as of the Termination Date or subsequently vest pursuant to this Section 5(i) shall remain in effect and be exercisable until the tenth anniversary of the date of grant.

(j)          No Other Payments or Benefits .  Except as otherwise expressly provided in this Agreement, (i) after the Termination Date Executive will not be entitled to any payments from the Company and (ii) on the Termination Date Executive’s participation in and coverage under the Company’s benefit programs (including the ATC Retirement Savings Plan ( i.e. , the 401(k) plan) and the Company’s group life and disability insurance plans) shall cease; provided that Executive shall retain any right to convert to individual coverage as permitted under these insurance plans and to any vested benefits under the 401(k) plan and the Company’s stock option plans.

(k)          Withholding .  Any amounts payable under this Section 5 shall be subject to standard withholdings for taxes and social security and the like.

(l)          Definitions .

(i)          “Beneficiary” means a person, trust or other entity (or any combination thereof) designated from time to time by Executive in writing to receive compensation payable hereunder following Executive’s death.  In the event Executive does not designate a Beneficiary or there is no surviving Beneficiary, then Executive’s estate will be the Beneficiary.

(ii)         " Cause " means the occurrence or existence of any of the following with respect to Executive, as determined by the Company in its sole discretion:

(A)                   a material breach by Executive of (x) his duty not to engage in any transaction that represents, directly or indirectly, self-dealing with the Company or any of its affiliates that has not been approved by the Company, or (y) the terms of this Agreement, if in any such case such material breach remains uncured after the lapse of 30 days following the date that the Company has given Executive written notice thereof;

(B)                   the material breach by Executive of any duty referred to in clause (A) above as to which at least one written notice has been given pursuant to clause (A);

(C)                   any act of dishonesty, misappropriation, embezzlement, intentional fraud or similar conduct involving the Company or any of its affiliates;

(D)                   the conviction or the plea of nolo contendere or the equivalent in respect of a felony involving moral turpitude;

(E)         any intentional damage of a material nature to any property of the Company or any of its affiliates; or

(F)         the repeated non-prescription use of any controlled substance or the repeated use of alcohol or any other non-controlled substance that, in the reasonable determination of the Company renders Executive unfit to serve in his capacity as an employee of the Company or its affiliates.

(iii)                  “Change in Control” means the first to occur of the following:

(A)                   any sale or transfer or other conveyance, whether direct or indirect, of all or substantially all of the assets of the Company, on a consolidated basis, in one transaction or a series of related transactions, unless, immediately after giving effect to such transaction, at least 85% of the total voting power normally entitled to vote in the election of directors, managers or trustees, as applicable, of the transferee is “beneficially o