EXECUTIVE EMPLOYMENT AGREEMENT

This Employment Agreement (“Agreement”) is entered into as of ______ by and between _________, a natural person (“Executive”), and ATC Technology Corporation, a Delaware corporation (“ATC”).  As used herein, the “Company” refers to ATC and/or any direct or indirect subsidiary of ATC.  The parties hereto agree as follows:

1.          Employment and Term .

(a)          Full Time and Best Efforts .  Subject to the terms set forth herein, the Company agrees to employ Executive in a management capacity and Executive hereby accepts such employment.  During the term of employment, Executive will devote Executive’s full time, best efforts and attention to the performance of Executive’s duties hereunder and to the business and affairs of the Company.

(b)          Duties .  Executive shall perform such duties for the Company as are customarily associated with a management position, consistent with the Bylaws of the Company and as required by the officer or officers to whom Executive reports.

(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.

(d)          Term .  The initial term of employment of Executive under this Agreement shall begin as of the date hereof and end on the third anniversary the date hereof, subject to the provisions for termination contained in Section 5 and renewal contained in Section 1(e).

(e)          Renewal .  Unless the Company shall have given Executive notice that this Agreement shall not be renewed at least 30 days prior to the end of the initial term referred to in Section 1(d), the term of this Agreement shall be automatically extended for a period of one year, such procedure to be followed in each such successive period.

2.          Compensation and Benefits .

(a)          Salary .  Executive shall receive for services to be rendered hereunder an annual base salary of $___,___, payable on the Company’s regular payroll dates, subject to increase at the discretion of the Company, and subject to standard withholdings for taxes and social security and the like.  The Company shall review Executive’s salary on a periodic basis and may, in its sole discretion, increase Executive’s salary.

(b)          Incentive Plans .  During the term hereof, Executive shall be eligible to participate in any annual incentive bonus plan and long-term incentive plan (including, without limitation, any stock incentive plan) of the Company generally available to Company employees of a level comparable to Executive.  Such participation shall be subject to and on a basis consistent with the terms, conditions and administration of any such plan.  Executive understands that (i) the Company shall have discretion to determine Executive’s level of participation in any such plan, and (ii) any such plan may be modified or eliminated in the Company’s sole discretion in accordance with applicable law and the terms of such plan.

(c)          Participation in Benefit Plans .  During the term hereof, Executive shall be entitled to participate in any group insurance, hospitalization, medical, dental, health and accident, disability, retirement income or similar plan or program of the Company to the extent that Executive 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.

(d)         Vacation .  Executive shall be entitled to a period of annual paid vacation time equal to the period provided to employees of a comparable level by the Company’s policies and procedures.  The days selected for Executive’s vacation must be mutually agreeable to the Company and Executive.

3.          Perquisites .

(a)          Financial Planning/Club Dues Allowance .  Executive will receive an annual financial planning/club dues allowance equal to 2.0% of Executive’s base salary paid during such year, which may be increased based on the Company’s policies and procedures.  Such allowance shall be paid in substantially equal installments per the Company’s regular payroll dates and shall be subject to applicable withholding.

(b)          Automobile .  Executive shall be entitled to either (i) a monthly automobile allowance, subject to applicable withholding, or (ii) the use of a Company automobile, as the Company shall decide.

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

5.           Termination of Employment .   The date on which Executive’s employment by the Company ceases, under any of the following circumstances, 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(j).

(a)          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.

(b)          Voluntary Termination .  Executive may voluntarily terminate employment with the Company at any time upon 30 days’ prior written notice.  Within ten 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.

(c)          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 Executive’s position, even with reasonable accommodation in compliance with the Americans with Disabilities Act, for three consecutive months within any six-month period.  Within ten days after the Termination Date, which in this event shall be the date upon which notice of termination is given, Executive shall receive payment for all accrued salary through the Termination Date and the Earned Benefits, after which no further compensation will be payable under this Agreement.  The foregoing shall not affect any rights that Executive may have under applicable workers’ compensation laws or any disability plan of the Company.

(d)          Termination Without Cause .  The Company may terminate Executive’s employment without Cause at any time upon 30 days’ prior written notice.  Executive will be deemed to have been terminated without Cause if the Company elects not to renew this Agreement pursuant to Section 1(e).  Within ten days after the Termination Date, Executive shall receive payment for all accrued salary through the Termination Date and the Earned Benefits.  In addition

(i)           During the Termination Benefits Period, the Company will offer continued medical-related insurance coverage (including, as applicable, health, dental, vision and/or cancer) to Executive at the levels and at the rates applicable from time to time to comparable active employees of the Company.  COBRA continuation coverage eligibility shall commence as of the day following the Termination Benefits Period.  Notwithstanding the above, coverage under the Company’s group medical plan shall cease on the date (A) Executive fails to pay the required premium on time, (B) Executive becomes eligible for coverage under Medicare or the group health plan of any other employer, or (C) the Company terminates its group medical plan as to all its employees.

(ii)          The Company shall pay Executive as severance the following:

(A)    If the Termination Date occurs other than within 18 months after a Change in Control, an amount equal to 100% of the sum of (x) Executive’s annual base salary as in effect immediately prior to the Termination Date plus (y) Executive’s target bonus under the IC Plan for the Termination Year.  The severance shall be paid in equal installments on each of the Company’s regular payroll dates during the 12-month period commencing on the first such payroll date following the Termination Date (subject to Section 5(h)).

(B)    If the Termination Date occurs within 18 months after a Change in Control, an amount equal to the sum of (x) 150% of the sum of (1) Executive’s annual base salary as in effect immediately prior to the Termination Date plus (2) Executive’s target bonus under the IC Plan for the Termination Year, plus (y) the Pro Forma Bonus.  The severance shall be paid in a single lump sum within ten days after the Termination Date; provided, however, that if the Change in Control is not also a “change in control event” (as defined in Treasury Regulation §1.409A-3(i)(5)) with respect to ATC, the Company will pay the severance described in this Section 5(d)(ii)(B) in substantially equal installments during the 18-month period immediately following the Termination Date in accordance with the Company’s regular payroll practices.

(iii)         The Company will pay up to $25,000 of the cost of an executive level individualized career transition program through a professional outplacement firm selected by the Company 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 Section 5(d)(ii)(A) or (B) shall be made to Executive’s Beneficiary but the benefits provided in Sections 5(d)(i) and (iii) shall terminate as of the date of death.  As a condition to receiving the payments and benefits provided by this Section 5(d) (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, within 21 days after the Termination Date, a general release in the form attached hereto as Exhibit A.

(e)          Good Reason .  If the Company (i) materially diminishes Executive’s duties, authority, responsibility or base salary without performance justification, or (ii) materially breaches this Agreement (any such event being a “Good Reason Event”), Executive may terminate employment if (A) Executive has given written notice to the Company of the existence of the Good Reason Event no later than 90 days after its initial existence, (B) the Company has not remedied such Good Reason Event in all material respects within 30 days after its receipt of such written notice, and (C) Executive terminated employment within one year following the initial existence of such Good Reason Event.  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(d).

(f)          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 incentive plans.

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

(h)          Payments to a Specified Employee .  If Executive is a “specified employee” of the Company (as defined in Treasury Regulation Section 1.409A-1(i)) and

(i)           if amounts payable under this Section 5 are on account of an “involuntary separation from service” (as defined in Treasury Regulation Section 1.409A-1(m)) and if all amounts payable under this Section 5 will not be paid on or before March 15th of the year immediately following the Termination Date, then the amounts payable during the six-month period immediately following the Termination Date shall equal the lesser of (A) the amount otherwise payable under this Section 5 for such six-month period or (B) two

times the compensation limit in effect under IRC Section 401(a)(17) for the calendar year in which the Termination Date occurs, and any amounts that otherwise would have been payable under this Section 5 during such six-month period shall be paid on the first regular payroll date following the end of such six-month period; or

(ii)          if the Company reasonably determines that such termination is not an “involuntary separation from service” (as defined in Treasury Regulation Section 1.409A-1(m)), amounts that would otherwise h