EXECUTIVE SEVERANCE AND NONCOMPETITION AGREEMENT

EXHIBIT 10.29

EXECUTIVE SEVERANCE AND NONCOMPETITION AGREEMENT

Merix Corporation ("Merix") considers the establishment and maintenance of a sound and vital management to be essential to protecting and enhancing the best interests of Merix and its shareholders.  In this connection, Merix recognizes that, as is the case with many publicly held corporations, the possibility of a change of control may exist and that such possibility, and the uncertainty and questions that it may raise among management, may result in the departure or distraction of management personnel to the detriment of Merix and its shareholders.  In order to induce  Steven N. Lach ("Executive") to remain employed by Merix in the face of uncertainties about the long-term strategies of Merix and possible change of control of Merix and their potential impact on Executive's position with Merix, this Agreement, which has been approved by the Board of Directors of Merix, sets forth the severance benefits that Merix will provide to Executive in the event Executive's employment by Merix is terminated under the circumstances described in this Agreement.  To induce Merix to enter into this Agreement, Executive agrees to the covenants set forth in Section 6 of this Agreement.

Executive is currently employed by Merix as Executive and Merix acknowledge that either party may terminate this employment relationship at any time and for any or no reason, subject to the obligation of Merix to provide the severance benefits specified in this Agreement in accordance with the terms hereof.

In consideration for and as a condition precedent to receiving the severance benefits outlined in this Agreement, Executive agrees to execute and deliver to Merix a Release of Claims in the form attached as Exhibit A ("Release of Claims") that will be delivered to Executive on the date of Termination of Executive's Employment (as defined in Section 9.1).

In addition to unpaid salary and other wages, if any, payable to Executive through the date of Termination of Executive's Employment, in the event of a Termination of Executive's Employment at any time other than for Cause (as defined in Section 9.2 of this Agreement), death or Disability (as defined in Section 9.4 of this Agreement), and contingent upon Executive's execution of the Release of Claims and compliance with Section 11 of this Agreement, Executive shall be entitled to the following benefits:

3.1           As severance pay and in lieu of any other compensation for periods subsequent to the date of Termination of Executive's Employment, Merix shall pay Executive, in a single payment after employment has ended and eight days have passed following execution of the Release of Claims without revocation, an amount in cash equal to Six (6) months of Executive's annual base pay at the rate in effect immediately prior to the date of Termination of Executive's Employment.

3.2           Executive is entitled to extend coverage under any group health plan in which Executive and Executive's dependents are enrolled at the time of Termination of Executive's Employment under the COBRA continuation laws for the 18-month statutory period, or for as long as Executive remains eligible under COBRA.  Merix will pay Executive a lump sum payment in an amount equivalent to the reasonably estimated cost Executive may incur to extend for a period of 18 months under the COBRA continuation laws Executive's group health and dental plan coverage in effect at the time of Termination of Executive's Employment.  Executive may use this payment, as well as any payment made under Section 3.1, for such COBRA continuation coverage or for any other purpose.

3.3            Executive shall be entitled to a portion of the benefits under any annual cash incentive plans in effect at the time of Termination of Executive's Employment equal to the greater of (a) 50 percent of Executive's target benefit under such plan for the year or (b) a prorated amount representing the portion of the plan year during which Executive was a participant.  For purposes of this Agreement, Executive's participation in any such plan will be considered to have ended on Executive's last day of active employment.  In making the proration calculation, the amount of Executive's award if Executive had been a participant for the full incentive period shall be divided by the total number of days in the incentive period, and the result multiplied by the actual number of days Executive participated in the plan.  The payment amount shall be calculated at the end of the incentive period and the amount shall not be due and payable by Merix to Executive until the date that all awards are payable to other eligible employees after the close of the incentive period, except that Executive may elect at any time after Termination of Executive's Employment, by written notice to Merix, to receive 50 percent of Executive's target benefit instead of the prorated amount, in which case the payment shall be made within 20 days of such election.  If the applicable plan provides for a greater payment for a participant whose employment terminates prior to the end of an incentive period, the applicable plan payment shall be made.  Executive acknowledges that this Section 3.3 modifies and supersedes any payment provisions under any existing or future bonus plan.

3.4           Merix will pay up to $12,500 to a third-party outplacement firm selected by Executive to provide career counseling assistance to Executive for a period of one year following the date of Termination of Executive's Employment.  Executive may elect to receive the $12,500 in cash in lieu of payment to a third-party outplacement firm.

3.5           All outstanding stock options, restricted stock, stock bonuses or other stock awards shall be governed by the terms of the applicable agreement or plan.

In the event of a Termination of Executive's Employment other than for Cause, death or Disability within 24 months following a Change of Control (as defined in Section 9.3), or prior to a Change of Control at the direction of a person who has entered into an agreement with Merix, the consummation of which will constitute a Change of Control, and contingent upon Executive's execution of the Release of Claims and compliance with Sections 5 and 11, Executive shall be entitled to the following benefits, which benefits shall be in addition to the benefits provided in Section 3:

4.1           Merix shall pay Executive, in a single payment within the later of (a) eight days after the last day of employment, including employment during the up-to-six-months-employment period referred to in Section 5 if Merix or the surviving company has requested Executive to continue employment during such period and (b) eight days after execution of the Release of Claims without revocation, an amount in cash equal to one year of Executive's annual base pay at the rate in effect immediately prior to the date of Termination of Executive's Employment.

4.2           Executive shall be entitled to receive an amount such that the amount payable pursuant to Section 3.3 plus the amount payable pursuant to this Section 4.2 equals 100 percent of the Executive's target benefit for the year under annual cash incentive plans in effect at the time of Termination of Executive's Employment.  The amount payable pursuant to Section 4.2 shall be paid on the same date that the Section 4.1 payment is payable.

4.3           Merix shall maintain in full force and effect, at its sole cost and expense, for Executive's continued benefit for a period terminating 18 months after the date of Termination of Executive's Employment, a life insurance policy insuring Executive's life with coverage equal to two times Executive's annual base pay in effect immediately prior to Termination of Executive's Employment, provided that Executive's continued participation is possible under the general terms and provisions of such policy.  At Executive's election, or if Executive's continued participation in such policy is barred, Merix shall make a lump-sum payment to Executive equal to the total premiums that would have been paid by Merix for such 18-month period.  The maximum amount that Merix shall be obligated to pay pursuant to this Section 4.3 in premiums and payments to Executive shall be $5,000.

4.4           The possibility of forfeiture to Merix of all stock issued to Executive under all Executive Stock Bonus Agreements shall immediately lapse.

4.5           All outstanding stock options held by Executive under all stock option and stock incentive plans of Merix shall become immediately exercisable in full and shall remain exercisable until the earlier of (a) two years after Termination of Executive's Employment or (b) the option expiration date as set forth in the applicable option agreement.

4.6           Notwithstanding any provision in this Agreement, in the event that Executive would receive a greater after-tax benefit from the Capped Benefit (as defined in the next sentence) than from the payments pursuant to this Agreement (the "Specified Benefits"), the Capped Benefit shall be paid to Executive and the Specified Benefits shall not be paid.  The Capped Benefit is the Specified Benefits, reduced by the amount necessary to prevent any portion of the Specified Benefits from being "parachute payments" as defined in Section 280G(b)(2) of the Internal Revenue Code of 1986, as amended ("IRC"), or any successor provision.  For purposes of determining whether Executive would receive a greater after-tax benefit from the Capped Benefit than from the Specified Benefits, there shall be taken into account all payments and benefits Executive will receive upon a Change in Control of Merix (collectively, excluding the Specified Benefits, the "Change of Control Payments").  To determine whether Executive's after-tax benefit from the Capped Benefit would be greater than Executive's after-tax benefit from the Specified Benefits, there shall be subtracted from the sum of the before-tax Specified Benefits and the Change of Control Payments (including the monetary value of any non-cash benefits) any excise tax that would be imposed under IRC § 4999 and all federal, state and local taxes required to be paid by Executive in respect of the receipt of such payments, assuming that such payments would be taxed at the highest marginal rate applicable to individuals in the year in which the Specified Benefits are to be paid or such lower rate as Executive advises Merix in writing is applicable to Executive.

4.7           If Executive's employment with Merix terminates for any reason prior to a Change of Control, other than at the direction of a person who has entered into an agreement with Merix, the consummation of which will constitute a Change of Control, Executive shall not be entitled to benefits under Section 4 of this Agreement.

Executive agrees that, if requested by Merix or the surviving company following a Change of Control, Executive will continue his or her employment with Merix or the surviving company for a period of up to six months following the Change of Control in any capacity requested by Merix or the surviving company consistent with Executive's areas of pro