UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. __)

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TTM TECHNOLOGIES, INC.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, of Other Than the Registrant)

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 24, 2011

To our Stockholders:

     The 2011 annual meeting of stockholders of TTM Technologies, Inc. will be held at 10:00 a.m., local time, on Tuesday, May 24, 2011 at our Stafford Springs offices located at 15 Industrial Park Drive, Stafford Springs, Connecticut 06076, for the following purposes:

     1. To elect three class II directors to serve for a term expiring in 2014;

     2. To hold an advisory, non-binding vote on the compensation of our named executive officers;

     3. To hold an advisory, non-binding vote on the frequency of future advisory votes on the compensation of our named executive officers;

     4. To ratify the appointment of PricewaterhouseCoopers LLP, an independent registered public accounting firm, as our independent registered public accountants for the fiscal year ending December 31, 2011;

     5. To re-approve the material terms of the performance goals under our 2006 Incentive Compensation Plan for purposes of Section 162(m) of the Internal Revenue Code;

     6. To approve an amendment to our certificate of incorporation to increase the number of authorized shares of our common stock from 100,000,000 to 200,000,000; and

     7. To consider any other matters that properly come before the meeting and any postponement or adjournment thereof.

     This year we are mailing full sets of proxy materials to our stockholders. We expect to take advantage of the Securities and Exchange Commission rule allowing companies to furnish proxy materials to their stockholders via the Internet again next year.

     Stockholders of record as of the close of business on March 28, 2011 are entitled to notice of, and to vote at, the annual meeting and any postponement or adjournment thereof. Whether or not you expect to be present, please vote your shares using the Internet by following the instructions in this proxy statement. Of course, you may also vote by signing, dating, and returning the enclosed proxy card in the enclosed pre-addressed envelope. No postage is required if mailed in the United States.

		By Order of the Board of Directors
Santa Ana, California April [22], 2011		Steven W. Richards, Secretary

TABLE OF CONTENTS

		Page
Proxy Statement			3
About the Meeting			3
Proposal One — Election of Directors			7
Director Compensation			16
Security Ownership of Certain Beneficial Owners and Management			19
Section 16(a) Beneficial Ownership Reporting Compliance			21
Compensation Discussion and Analysis			22
Executive Compensation			40
Equity Compensation Plan Information			48
Proposal Two — Advisory Vote Approving Named Executive Officer Compensation			49
Proposal Three — Advisory Vote on the Frequency of Future Advisory Votes on Named Executive Officer Compensation			50
Proposal Four — Ratification of Appointment of Independent Registered Public Accountants			51
Report of the Audit Committee of the Board of Directors			53
Proposal Five — Re-approval of Material Terms of 2006 Incentive Compensation Plan Performance Goals for Purposes of Internal Revenue Code Section 162(m)			55
Proposal Six — Amendment to Certificate of Incorporation to Increase the Number of Authorized Shares of Common Stock			60
Certain Relationships and Related Transactions			62
Stockholder Proposals for Our 2012 Annual Meeting			63
Other Matters			63

TTM TECHNOLOGIES, INC.
2011 ANNUAL MEETING OF STOCKHOLDERS

PROXY STATEMENT

     This proxy statement contains information related to our annual meeting of stockholders to be held on Tuesday, May 24, 2011, beginning at 10:00 a.m. local time at our Stafford Springs offices located at 15 Industrial Park Drive, Stafford Springs, Connecticut 06076, and at any adjournments or postponements of the meeting. The purpose of this proxy statement is to solicit proxies from the holders of our common stock for use at the meeting. On or about April 22, 2011, we began mailing a full set of the proxy materials and our annual report to stockholders. For information on how to vote your shares, see the instructions included on the proxy card and under “How do I vote?” on page 2.

ABOUT THE MEETING

What is the purpose of the annual meeting?

     At the annual meeting, stockholders will be asked to (1) elect three class II directors to serve for a term expiring in 2014; (2) cast an advisory, non-binding vote on the compensation of our named executive officers; (3) cast an advisory, non-binding vote on the frequency of future advisory votes on the compensation of our named executive officers; (4) ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accountants for the fiscal year ending December 31, 2011; (5) re-approve the material terms of the performance goals under our 2006 Incentive Compensation Plan for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended (referred to as the Internal Revenue Code); and (6) approve an amendment to our certificate of incorporation to increase the number of authorized shares of our common stock from 100,000,000 to 200,000,000. In addition, our management will report on our performance during 2010 and respond to questions from our stockholders.

Who is entitled to vote at the meeting?

     Only stockholders of record at the close of business on March 28, 2011, the record date for the annual meeting, are entitled to receive notice of the meeting and to vote the shares of our common stock that they held on that date at the meeting, and any postponements or adjournments of the meeting. Each outstanding share of common stock entitles its holder to cast one vote on each matter to be voted upon at the meeting.

Who may attend the meeting?

     All stockholders as of the record date, or their duly appointed proxies, may attend the meeting. Please note that if you hold shares in “street name” (that is, through a broker or other nominee), you will need to bring a copy of a brokerage statement reflecting your stock ownership as of the record date.

What constitutes a quorum?

     The presence at the meeting, in person or by proxy, of the holders of a majority of all of the shares of common stock outstanding on the record date will constitute a quorum, permitting the conduct of business at the meeting. As of the record date, 81,185,720 shares of our common stock were outstanding. Abstentions and broker non-votes will be included in the calculation of the number of shares considered to be present at the meeting.

     If less than a majority of the outstanding shares of common stock entitled to vote are represented at the meeting, a majority of the shares present at the meeting may adjourn the meeting to another date, time, or place, and

notice need not be given of the new date, time, or place if the new date, time, or place is announced at the meeting before an adjournment is taken.

How do I vote?

     If you are the stockholder of record (that is, the shares are held in your name), you may vote your proxy in one of two convenient ways:

Via the Internet

     Go to www.ttmtech.com/stockholdersmeeting and follow the instructions. You will need the 11-digit control number that appears on your proxy card included with this proxy statement. This method of voting will be available until 11:59 p.m., Eastern Time, on May 23, 2011.

By mail

     If you vote by traditional proxy card, mark your selections on the proxy card, date the card, and sign your name exactly as it appears on the card, then mail it in the postage-paid envelope enclosed with the materials. You should mail the proxy card in plenty of time to allow delivery to our transfer agent prior to the meeting.

     If you are a stockholder of record and attend the meeting, you may deliver your completed proxy card in person. If you are not the stockholder of record (that is, your shares are held in the name of a bank, broker, or other holder of record, which is often referred to as held in “street name”) then you will receive instructions from the holder of record that you must follow to ensure that your shares are voted as you wish. You will not be able to vote those shares at the meeting unless you have received, in advance, a proxy card from the record holder (that is, the bank, broker, or other holder of record).

     If you complete and properly sign and return a proxy card to us or complete your proxy online, your shares will be voted as you direct.

Can I revoke my proxy and change my vote?

     Yes. You may revoke your proxy and change your vote at any time before the annual meeting by submitting to our corporate secretary at our corporate offices a notice of revocation or a duly executed proxy bearing a later date (or voting via the Internet). The powers of the proxy holders will be suspended if you attend the meeting in person and so request, although attendance at the meeting will not by itself revoke a previously granted proxy.

What does it mean if I receive more than one notice?

     This means that your shares are registered differently and are held in more than one account. To ensure that all shares are voted, please either vote each account over the Internet or sign and return by mail all proxy cards. We encourage you to register all of your shares in the same name and address by contacting the Shareholder Services Department at our transfer agent, American Stock Transfer & Trust Company, at (800) 937-5449. If you hold your shares through an account with a bank or broker, you should contact your bank or broker and request consolidation of your accounts.

What are the recommendations of our board of directors?

     If you sign and return your proxy card but do not specify how you want your shares voted, the persons named as proxy holders on the proxy card will vote in accordance with the recommendations of our board of directors. Each of the recommendations of our board of directors is set forth together with the description of each item in this proxy statement. In summary, our board of directors recommends a vote (1) “for” the election of each of its nominees for class II director; (2) “for” approval of the compensation of our named executive officers; (3) in favor of an advisory vote on the compensation of our named executive officers every three years; (4) “for” the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accountants for

the fiscal year ending December 31, 2011; (5) “for” re-approval of the material terms of the performance goals under our 2006 Incentive Compensation Plan for purposes of Section 162(m) of the Internal Revenue Code; and (6) “for” approval of the amendment to our certificate of incorporation to increase the number of authorized shares of our common stock from 100,000,000 to 200,000,000.

     Our board of directors does not know of any other matters that may be brought before the meeting nor does it foresee or have reason to believe that the proxy holders will have to vote for a substitute or alternate board nominee for director. In the event that any other matter should properly come before the meeting or any nominee for director is not available for election, the proxy holders will vote as recommended by the board of directors or, if no recommendation is given, in accordance with their best judgment.

What vote is required to approve each item?

     Proposal One — Election of Directors. Assuming that a quorum is present, the three persons receiving the largest number of “for” votes of our common stock present in person or by proxy at the meeting and entitled to vote (a plurality) will be elected directors. Stockholders do not have the right to cumulate their votes for directors.

     Proposal Two — Advisory Vote on Named Executive Officer Compensation. The affirmative vote of a majority of the shares of our common stock present in person or represented by proxy at the meeting and entitled to vote will be required for approval of the compensation of our named executive officers. Because this vote is advisory, it will not be binding upon our board of directors. However, the compensation committee and our board of directors will take into account the outcome of the vote when considering future executive compensation arrangements.

     Proposal Three — Advisory Vote on Frequency of Future Advisory Votes on Named Executive Officer Compensation. The option of one year, two years, or three years that receives a majority of votes cast will be the frequency of future advisory votes on the compensation of our named executive officers. Because this vote is advisory, it will not be binding upon our board of directors. However, the compensation committee of the board of directors will take into account the outcome of the vote when considering the frequency of future advisory votes on named executive officer compensation.

     Proposal Four — Ratification of the Appointment of Independent Registered Public Accountants. The affirmative vote of a majority of the shares of our common stock present in person or represented by proxy at the meeting and entitled to vote will be required for approval of the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accountants for the fiscal year ending December 31, 2011.

     Proposal Five — Re-Approval of Material Terms of the Performance Goals In 2006 Incentive Compensation Plan for Section 162(m) Purposes. The affirmative vote of a majority of the shares of our common stock present in person or represented by proxy at the meeting and entitled to vote will be required for re-approval of the material terms of the performance goals under our 2006 Incentive Compensation Plan for Section 162(m) purposes.

     Proposal Six — Amendment to Certificate of Incorporation to Increase Number of Authorized Shares of Common Stock. The affirmative vote of a majority of the shares of our common stock entitled to vote will be required to approve an amendment to our certificate of incorporation to increase the number of authorized shares of our common stock from 100,000,000 to 200,000,000.

     Other Items. For each other item, the affirmative vote of a majority of the shares of our common stock present in person or represented by proxy at the meeting and entitled to vote will be required for approval.

What are the effects of broker non-votes?

     If you do not provide your broker or other nominee with instructions on how to vote your street name shares, your broker or nominee will not be permitted to vote them on “non-routine” matters (a broker non-vote).

The election of directors (Proposal One), the advisory vote on executive compensation (Proposal Two), the advisory vote on the frequency of future advisory votes on executive compensation (Proposal Three), and the re-approval of the material terms of our 2006 Incentive Compensation Plan performance goals (Proposal Five) are matters considered non-routine under applicable rules. Shares subject to a broker non-vote will not be considered entitled to vote with respect to Proposals One, Two, Three, and Five and will not affect the outcome on those Proposals. Please note that brokers may not vote your shares on these Proposals in the absence of your specific instructions as to how to vote. We encourage you to provide instructions to your broker regarding the voting of your shares.

     The ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2011 (Proposal Four) and the approval of an amendment to our increase the number of shares of authorized common stock (Proposal Six) are matters considered routine under applicable rules. A broker or other nominee may generally vote on routine matters, and therefore no broker non-votes are expected to exist in connection with Proposals Four and Six. If a broker non-vote did exist with respect to Proposal Six, it would have the effect of a vote against such proposal.

How are abstentions treated?

     Abstentions will have no effect on Proposals One and Three. Abstentions will be treated as being present and entitled to vote on Proposals Two, Four, Five, and Six and therefore, will have the effect of votes against such proposals.

Who will pay for the preparation of the proxy?

     We will pay the cost of soliciting proxies. In addition to the use of mail, our employees may solicit proxies personally, by e-mail, facsimile, and by telephone. Our employees will receive no compensation for soliciting proxies other than their regular salaries. We may request banks, brokers, and other custodians, nominees, and fiduciaries to forward copies of the proxy materials to the beneficial owners of our common stock and to request authority for the execution of proxies, and we may reimburse such persons for their expenses incurred in connection with these activities.

     Our principal executive offices are located at 2630 S. Harbor Boulevard, Santa Ana, California 92704, and our telephone number is (714) 327-3000. A list of stockholders entitled to vote at the annual meeting will be available at our offices for a period of 10 days prior to the meeting and at the meeting itself for examination by any stockholder.

PROPOSAL ONE — ELECTION OF DIRECTORS

Directors and Nominees

     Our board of directors is currently comprised of 11 directors. However, following the annual meeting of stockholders, we anticipate that there will be 10 directors. In November 2010, Mr. Richard P. Beck announced his intention not to stand for reelection at the end of his term at the annual meeting. Following the annual meeting, our board of directors will take action to reduce its size to 10 members. Our board of directors is divided into three classes with each class of directors serving for a three-year term or until successors of that class have been elected and qualified. At the annual meeting, our stockholders will be asked to elect three class II directors. Each director elected at the 2011 annual meeting will serve for a term expiring at the 2014 annual meeting or until his successor has been duly elected and qualified.

     Our board of directors has nominated Kenton K. Alder, Philip G. Franklin, and Jacques S. Gansler, each of whom currently serves as a class II director, to stand for re-election at the annual meeting. If Messrs. Alder, Franklin, and Gansler are re-elected, they will serve three-year terms expiring at the annual meeting of stockholders in 2014.

     James K. Bass, Thomas T. Edman, Tang Chung Yen, Tom, and Dov S. Zakheim serve as class I directors and their terms will expire at the annual meeting of stockholders in 2013. Ronald W. Iverson, Robert E. Klatell, and John G. Mayer serve as class III directors, and their terms will expire at the annual meeting of stockholders in 2012.

     Our board of directors has no reason to believe that any of its nominees will refuse or be unable to accept election. However, if any nominee is unable to accept election or if any other unforeseen contingencies should arise, our board of directors may designate a substitute nominee. If our board of directors designates a substitute nominee, the persons named as proxies will vote for the substitute nominee designated by our board of directors.

     Our board of directors recommends a vote “for” the nominees for class II director.

     The following table, together with the accompanying text, sets forth certain information with respect to each of our directors.

Name		Age				Position(s) Held
Robert E. Klatell			65			Chairman of the Board
Kenton K. Alder			61			Chief Executive Officer, President, and Director
Tang Chung Yen, Tom			50			Managing Director — Asia Pacific Region and Director
James K. Bass			54			Director
Thomas T. Edman			48			Director
Philip G. Franklin			59			Director
Jacques S. Gansler			76			Director
Ronald W. Iverson			68			Director
John G. Mayer			60			Director
Dov S. Zakheim			62			Director

     Robert E. Klatell has served as a director of our company since September 2004 and our Chairman of the Board since May 2005. Mr. Klatell is presently retired. Since November 2009, Mr. Klatell has served as a director of PBSJ Corporation and a member of its compensation committee, and has served on its audit committee since February 2010. From 2003 to 2009, Mr. Klatell served as a director of Datascope Corp., a medical device company that develops, manufactures, and markets proprietary products for clinical health care markets. From December 2005 to December 2007, Mr. Klatell served as Chief Executive Officer and a director of DICOM Group plc, a publicly held company (London Stock Exchange) that provides information capture and communications solutions. From 2003 to 2006, Mr. Klatell served as a director of Mediagrif Interactive Technologies, an operator of e-business networks and provider of e-business solutions. Mr. Klatell served as a consultant to Arrow Electronics, Inc. from January 2004 to December 2004. Mr. Klatell served in various executive capacities at Arrow Electronics, Inc. from February 1976 to December 2003, most recently as Executive Vice President from July 1995 to December 2003.

Mr. Klatell holds a Bachelor of Arts degree in History from Williams College and a Juris Doctor from New York University School of Law.

     Our board of directors has determined that Mr. Klatell is an independent director. Mr. Klatell was nominated to the board of directors because of his extensive experience with operations management and his knowledge of corporate governance and global mergers and acquisitions. His membership with the National Association of Corporate Directors provides him with up to date information on corporate governance best practices and the tools necessary to bring his leadership to our board of directors. As a result of Mr. Klatell’s significant involvement in director professionalism education, Mr. Klatell has been designated an NACD Governance Fellow by the National Association of Corporate Directors. Further, his deep knowledge of the electronics industry and direct experience in the communications industry allows him to contribute a broad perspective to discussions about our future activities and our place in the current competitive landscape.

     Kenton K. Alder has served as our Chief Executive Officer, President, and a director since March 1999. From January 1997 to July 1998, Mr. Alder served as Vice President of Tyco Printed Circuit Group, Inc., a printed circuit board (PCB) manufacturer. Prior to that time, Mr. Alder served as President and Chief Executive Officer of ElectroStar, Inc., previously a publicly held PCB manufacturing company, from December 1994 to December 1996. From January 1987 to November 1994, Mr. Alder served as President of Lundahl Astro Circuits Inc., a predecessor company to ElectroStar, Inc. Mr. Alder holds a Bachelor of Science degree in Finance and a Bachelor of Science degree in Accounting from Utah State University.

     Mr. Alder is an employee director. Mr. Alder was nominated to the board of directors because of his role as our chief executive officer, which enables him to provide the board with insight based on his day-to-day interactions with our company, and because of his extensive operational expertise. As a management representative on our board of directors, he provides an insider’s perspective in board discussions about the business and strategic direction of our company and has experience in all aspects of our global business.

     Tang Chung Yen, Tom has served as our Managing Director — Asia Pacific Region and as a director of our company since April 8, 2010, the closing date of our acquisition of the PCB operations of Meadville Holdings Limited (referred to as Meadville). Prior to that date he was the Executive Chairman and Group Managing Director of Meadville, which he joined in 1991. He was also the Chairman of Meadville’s Executive Committee and was responsible for the leadership of Meadville’s board of directors. Mr. Tang was also a director of certain of Meadville’s subsidiaries. He has served as the honorary chairman and honorary founding chairman of Hong Kong Printed Circuit Association Limited since 2005 and 2009, respectively, and is the chairman of The Hong Kong Exporters’ Association, The Hong Kong Standards and Testing Centre Limited, and The Hong Kong Safety Institute Limited. He is also a board member of Hong Kong Science and Technology Parks Corporation, a council member of Hong Kong Trade Development Council, and a vice chairman of HK Wuxi Trade Association Limited. Since 2008, he has been a member of Shanghai & Wuxi Committee of The Chinese People’s Political Consultative Conference. He holds a degree of Master of Business Administration from New York University.

     Mr. Tang is an employee director. Mr. Tang was proposed as a nominee for our board of directors by the principal shareholders of Meadville in accordance with the shareholders agreement entered into in connection with our acquisition of the PCB operations of Meadville. Our board of directors accepted Mr. Tang as a nominee given his extensive experience with PCB operations in Asia and his business acumen, as evidenced by his senior executive role with Meadville. Mr. Tang is an officer of our company and provides an insider’s perspective to our Asian operations.

     James K. Bass has served as a director of our company since September 2000. Since May 2010, Mr. Bass has served as a director of Tigrent Inc. (OTCBB: TIGE) and as a member of its audit and governance and nominating committees. Since October 2010, Mr. Bass has served as a director of Mercury Computer Systems, Inc. (NASDAQ: MRCY) and as a member of its audit committee. From September 2005 to June 2009, Mr. Bass served as the Chief Executive Officer and a director of Piper Aircraft, Inc., a general aviation manufacturing company. He served as the Chief Executive Officer and a director of Suntron Corporation, a provider of high mix electronic manufacturing services, from its incorporation in May 2001 until May 2005, and as Chief Executive Officer of EFTC Corporation, a subsidiary of Suntron Corporation, from July 2000 until April 2001. From 1992 to July 2000, Mr. Bass was a Senior Vice President of Sony Corporation. Prior to that, Mr. Bass spent 15 years in various

manufacturing management positions at the aerospace group of General Electric Corporation. Mr. Bass holds a B.S.M.E. degree from Ohio State University.

     Our board of directors has determined that Mr. Bass is an independent director. Electronic manufacturing service providers represent an important part of our customer base. Mr. Bass was nominated to the board of directors because of his extensive experience in the electronic manufacturing industry and the technology marketplace, his executive and operational experience as the chief executive officer of a public company, and his broad experience with accounting and audit matters for publicly traded companies.

     Thomas T. Edman has served as a director of our company since September 2004. Since early 2011, Mr. Edman has served as Group Vice President and General Manager of the Display Business Group and from 2006 to 2011 as Corporate Vice President of Corporate Business Development of Applied Materials, Inc., a publicly held provider of nanomanufacturing technology solutions. Prior to that, Mr. Edman served as President and Chief Executive Officer of Applied Films Corporation from May 1998 until Applied Materials, Inc. acquired Applied Films Corporation in July 2006. From June 1996 until May 1998, Mr. Edman served as Chief Operating Officer and Executive Vice President of Applied Films Corporation. From 1993 until joining Applied Films, he served as General Manager of the High Performance Materials Division of Marubeni Specialty Chemicals, Inc., a subsidiary of a major Japanese trading corporation. Mr. Edman serves on the Governing Board of the United States Display Consortium. Mr. Edman holds a Bachelor of Arts degree in East Asian studies (Japan) from Yale University and a Master’s degree in Business Administration from The Wharton School at the University of Pennsylvania.

     Our board of directors has determined that Mr. Edman is an independent director. Mr. Edman was nominated to the board of directors because of his proven business acumen and experience in the technology industry, having served in numerous senior executive roles with sizeable technology companies, including as the chief executive officer of a public company. Mr. Edman also has extensive experience in Asia and with compensation-related matters, which have proven valuable to our board of directors.

     Philip G. Franklin has served as a director of our company since November 2010. Since 1998, Mr. Franklin has served in various capacities with Littelfuse, Inc. (NASDAQ: LFUS), a designer, manufacturer, and seller of circuit protection devices for use in electronics, automotive and electrical markets, and currently serves as Vice President, Operations Support, Chief Financial Officer and Treasurer. Prior to joining Littelfuse, Inc., Mr. Franklin was Vice President and Chief Financial Officer for OmniQuip International, a construction equipment manufacturer, which he helped take public. Prior to that, Mr. Franklin served as Chief Financial Officer of Monarch Marketing Systems and Hill Refrigeration. Mr. Franklin holds a Bachelor’s degree in Economics and an Master’s degree in Business Administration from the Amos Tuck School at Dartmouth College.

     Our board of directors has determined that Mr. Franklin is an independent director and an “audit committee financial expert” as described in applicable SEC rules. Mr. Franklin was nominated to the board of directors because of his financial and accounting expertise, including a deep understanding of accounting principles, financial reporting rules and regulations, and knowledge of audit procedures.

     Jacques S. Gansler has served as a director of our company since July 2010. Since January 2001, Dr. Gansler has been a professor at the University of Maryland, where he leads the school’s Center of Public Policy and Private Enterprise. From November 1997 to January 2001, Dr. Gansler served as the U.S. Under Secretary of Defense for Acquisition, Technology, and Logistics. Prior to that, Dr. Gansler served as Executive Vice President and Corporate Director of TASC, Inc., an applied information technology company. Dr. Gansler holds a Bachelor of Engineering degree from Yale University, a Master of Engineering degree from Northeastern University, a Master of Arts degree from the New School for Social Research, and a Doctor of Philosophy degree from American University.

     Our board of directors has determined that Dr. Gansler is an independent director. Dr. Gansler was nominated to the board of directors because of his prior experience with the U.S. government, national security qualifications in the technology sector, and reputation as a distinguished academic leader in government policy.

     Ronald W. Iverson has served as a director of our company since July 2010. Since January 2007, Mr. Iverson has served as Chief Executive Officer of LGS Innovations, a wholly-owned subsidiary of Alcatel-

Lucent (EURONEXT PARIS: ALU). From June 2006 to December 2006, Mr. Iverson served as Vice President, Bell Labs for Special Projects. From July 2003 to June 2006, Mr. Iverson served as an Executive Account Manager for Air Force and Joint Systems with Northrop Grumman. Prior to that, Mr. Iverson served in the Senior Executive Service within the Department of Defense as the Deputy Director for Industrial Security. Mr. Iverson spent 32 years with the United States Air Force, retiring as a Lieutenant General in 1997. Mr. Iverson holds a Bachelor of Science degree in Agricultural Economics from the University of Idaho, is a graduate of the United States Air Force Fighter Weapons School, a graduate of the National War College, and a graduate of the Kennedy School of Government at Harvard University.

     Our board of directors has determined that Mr. Iverson is an independent director. Mr. Iverson was nominated to the board of directors because of his extensive experience in the aerospace/defense industry, his prior service with the U.S. Department of Defense and intimate knowledge of government security matters, and his prior senior role with the U.S. military.

     John G. Mayer has served as a director of our company since September 2000. Mr. Mayer is presently retired. From January 1997 to November 1999, Mr. Mayer served as Vice President of Tyco Printed Circuit Group, Inc., a PCB manufacturer. Mr. Mayer served as Chief Operating Officer of ElectroStar, Inc., previously a publicly held PCB manufacturing company, from December 1994 to December 1996. From April 1986 to November 1994, Mr. Mayer served as President of Electro-Etch Circuits, Inc., a predecessor company to ElectroStar, Inc. Mr. Mayer holds a Bachelor of Arts degree in History, the Arts and Letters from Yale University and a Juris Doctor from UCLA School of Law.

     Our board of directors has determined that Mr. Mayer is an independent director. Mr. Mayer was nominated to the board of directors because of his extensive experience in the PCB business and because of his demonstrated depth of business experience in our company’s industry.

     Dov S. Zakheim has served as a director of our company since July 2010. From May 2004 to July 2010, Dr. Zakheim served as Vice President and most recently Senior Vice President of Booz Allen Hamilton, a global strategy and technology consulting firm, where he was a leader in the firm’s global defense practice. From May 2001 to April 2004, Dr. Zakheim was Under Secretary of Defense (Comptroller) and Chief Financial Officer for the U.S. Department of Defense. From October 2002 to April 2004, Dr. Zakheim served as the U.S. Department of Defense’s coordinator of civilian programs in Afghanistan. Dr. Zakheim holds a Bachelor of Arts degree from Columbia College at Columbia University, a General Course degree from the London School of Economics, and a Doctor of Philosophy from St. Antony’s College at the University of Oxford.

     Our board of directors has determined that Dr. Zakheim is an independent director. Dr. Zakheim was nominated to the board of directors because of his substantial financial and accounting experience acquired in the course of acting as Chief Financial Officer for the U.S. Department of Defense, his expertise and leadership skills in global defense, and his national security qualifications.

     Richard P. Beck, 77, has served as a director of our company since February 2001. Mr. Beck has previously announced his intention not to stand for reelection at the end of his term at the annual meeting. Mr. Beck is presently retired. From May 1998 to August 2006, Mr. Beck served as a director of Applied Films Corporation, a publicly held manufacturer of flat panel display equipment, served on its audit and nominating and governance committees, and served as chairman of the board from October 2001 to August 2006. From September 2000 to October 2004, Mr. Beck served as a director of Photon Dynamics, Inc., a publicly held manufacturer of semiconductor test equipment and was chairman of its audit committee. From November 2001 to May 2002, Mr. Beck served as Senior Vice President of Advanced Energy Industries, Inc., a publicly held manufacturer of power conversion systems and integrated technology solutions. From February 1998 to November 2001, Mr. Beck served as Senior Vice President and Chief Financial Officer of Advanced Energy Industries and continues to serve as a director of that company, and is a member of its audit committee and chairman of its nominating and corporate governance committee. From March 1992 until February 1998, Mr. Beck served as Vice President and Chief Financial Officer of Advanced Energy. From November 1987 to March 1992, Mr. Beck served as Executive Vice President and Chief Financial Officer for Cimage Corporation, a computer software company. Mr. Beck holds a Bachelor of Science degree in Accounting and Finance and a Master of Business Administration from Babson College.

     There are no family relationships among any of our directors, director nominees, or executive officers.

Information Relating to Corporate Governance and the Board of Directors

     Our board of directors has determined, after considering all the relevant facts and circumstances, that Messrs. Bass, Beck, Edman, Franklin, Gansler, Iverson, Klatell, Mayer, and Zakheim are independent directors, as “independence” is defined by the listing standards of the Nasdaq Stock Market (referred to as Nasdaq) and by the Securities and Exchange Commission (referred to as the SEC). Accordingly, a majority of the members of our board of directors is independent. Mr. Alder is not considered an independent director as a result of his position as an executive officer of our company. Mr. Tang is not considered an independent director as a result of his former position as an executive with Meadville and certain of its subsidiaries, and as an officer of our company.

     Our bylaws authorize our board of directors to appoint among its members one or more committees, each consisting of one or more directors. Our board of directors has established four standing committees: an audit committee, a compensation committee, a nominating and corporate governance committee, and a government security committee. Each of our committees, with the exception of the government security committee (of which Mr. Alder is also a member), is comprised entirely of independent directors, as “independence” is defined by the listing standards of Nasdaq and by the SEC. Our board of directors holds executive sessions following all in-person board meetings at which the independent directors meet without the presence or participation of management.

     Our board of directors has adopted charters for the audit, compensation, and nominating and corporate governance committees describing the authority and responsibilities delegated to the committee by the board of directors. Our board of directors has also adopted corporate governance guidelines, a whistle blower policy, and a code of ethics for our chief executive officer and senior financial officers. We post on our website, at www.ttmtech.com, the charters of our audit, compensation, and nominating and corporate governance committees; our corporate governance guidelines; our whistle blower policy; our code of ethics for our chief executive officer and senior financial officers, and any amendments or waivers thereto. These documents are also available in print to any stockholder requesting a copy in writing from our corporate secretary at 2630 South Harbor Boulevard, Santa Ana, California 92704.

     Interested parties may communicate with our board of directors or specific members of our board of directors, including the members of our various board committees, by submitting a letter addressed to the board of directors of TTM Technologies, Inc., c/o any specified individual director or directors, at 2630 South Harbor Boulevard, Santa Ana, California 92704. We will forward any such letters to the indicated directors.

Meetings of the Board of Directors

     Our board of directors held nine meetings during the year ended December 31, 2010. All of our directors attended more than 75% of the aggregate of (i) total number of meetings of the board of directors held during fiscal year 2010, and (ii) the total number of meetings held by all committees of our board of directors on which such person served during 2010, except for Mr. Gansler. We have adopted a policy encouraging each of our directors to attend each annual meeting of stockholders and, to the extent reasonably practicable, we regularly schedule a meeting of the board of directors on the same day as the annual meeting of stockholders.

Committees of the Board of Directors

     Audit Committee. Our audit committee reviews and monitors our corporate financial reporting and our external audit, including, among other things, our internal control functions, the results and scope of the annual audit, and other services provided by our independent registered public accounting firm and our compliance with legal requirements that have a significant impact on our financial reports. Our audit committee also consults with our management and our independent registered public accounting firm regarding the preparation of financial statements and, as appropriate, initiates inquiries into aspects of our financial affairs. In addition, our audit committee has the responsibility to consider and recommend the appointment of, and to pre-approve services provided by, and fee arrangements with, our independent registered public accounting firm. The current members of our audit committee are Messrs. Beck (chairman), Bass, Franklin, Mayer, and Zakheim, each of whom is an independent director under Nasdaq listing standards as well as under SEC rules. The board of directors has determined that Mr. Beck qualifies as an “audit committee financial expert” in accordance with applicable rules and regulations of the SEC. Our audit committee held six meetings during 2010.

     Nominating and Corporate Governance Committee. The nominating and corporate governance committee oversees the selection and composition of our board of directors and oversees the management continuity planning processes. It establishes, monitors, and recommends the purpose, structure, and operations of the various committees of our board of directors, the criteria and qualifications for membership of each board committee, and recommends whether rotations or term limits are appropriate for the chair or committee members of the various committees. In addition, the nominating and corporate governance committee recommends individuals to stand for election as directors and recommends directors to serve on each committee as a member or as chair of the committee. The nominating and corporate governance committee reviews director compensation and recommends changes in director compensation to our board of directors. The nominating and corporate governance committee reviews and makes recommendations regarding our governing documents (including our certificate of incorporation and bylaws) and our corporate governance principles. The nominating and corporate governance committee is also responsible for considering policies relating to the meetings of our board of directors, and considers questions of independence and possible conflicts of interest of members of our board of directors and executive officers. Finally, the nominating and corporate governance committee oversees the evaluation of our board of directors and management.

     The nominating and corporate governance committee will consider persons recommended by stockholders for inclusion as nominees for election to our board of directors if the information required by our bylaws is submitted in writing in a timely manner addressed and delivered to our company’s secretary at 2630 South Harbor Boulevard, Santa Ana, California 92704. A stockholder who intends to recommend a nominee to our board of directors must provide (a) all information relating to the individual subject to the nomination that is required to be disclosed in opposition proxy statements for election of directors filed by stockholders, at their own expense, in a contested election, or is otherwise required under Regulation 14A under the Securities Exchange Act of 1934, as amended (referred to as the Exchange Act), and (b) the individual’s written consent to being named in a proxy statement as a nominee and to serving as a director if elected. The stockholder making the nomination must also provide the information required by our bylaws relating to such stockholder, including information pertaining to ownership of our capital stock, and must make certain representations relating to voting intent and delivery of proxies. The stockholder’s nominee must also deliver to our secretary a written questionnaire with respect to the background and qualification of such person and the background of any other person or entity on whose behalf the nomination is being made. The questionnaire is available from our secretary upon written request and upon the requesting person’s providing certain written representations required by our bylaws.

     The nominating and corporate governance committee identifies and evaluates nominees for our board of directors, including nominees recommended by stockholders, based on numerous factors it considers appropriate, some of which may include strength of character, mature judgment, career specialization, relevant technical skills, diversity, and the extent to which the nominee would fill a present need on our board of directors. The nominating and corporate governance committee evaluates nominees for director in the same manner, regardless of whether the nominee is recommended by a stockholder or other person or entity.

     In making its selection of director candidates, our nominating and corporate governance committee bears in mind that the foremost responsibility of a director is to represent the interests of our stockholders as a whole. Directors are expected to exemplify the highest standards of personal and professional integrity and to constructively challenge management through their active participation and questioning. In consideration of these expectations, the nominating and corporate governance committee seeks directors with established strong professional reputations and expertise in areas relevant to the strategy and operations of our company business. The activities and associations of candidates are reviewed for any legal impediment, conflict of interest, or other consideration that might prevent service on our board of directors.

     The charter of our nominating and corporate governance committee provides that the value of diversity on our board of directors should be considered, and the nominating and corporate governance committee includes diversity as one of its criteria for board composition. While we do not have a formal policy outlining the diversity standards to be considered when evaluating director candidates, our objective is to foster diversity of thought on our board of directors. To accomplish that objective, the nominating and corporate governance committee considers ethnic and gender diversity, as well as differences in perspective, professional experience, education, national security qualifications, skill and other qualities in the context of the needs of our board of directors. The nominating and corporate governance committee evaluates its effectiveness in achieving diversity on the board of directors

through its annual review of board member composition, which includes an assessment of directors’ ethnicity, gender, and industry experience, prior to recommending nominees for election.

     The current members of our nominating and corporate governance committee are Messrs. Klatell (chairman), Bass, Beck, and Gansler, each of whom is an independent director under Nasdaq listing standards as well as under SEC rules. The nominating and corporate governance committee held six meetings during 2010.

     Compensation Committee. Our compensation committee provides a general review of our compensation and benefit plans to ensure that they meet our corporate objectives. The compensation committee reviews and determines, or recommends to our board of directors, the compensation of our chief executive officer and all other individuals designated by our board of directors as executive officers of our company. In addition, our compensation committee reviews and approves our corporate goals and objectives relevant to the compensation for our chief executive officer and other executive officers, including annual performance objectives, and evaluates the performance of our chief executive officer and other executive officers in light of these goals and objectives. The compensation committee reviews and makes recommendations to our board of directors with respect to, or approves, our incentive compensation plans and equity-based plans, and activities relating to those plans. The compensation committee also establishes and periodically reviews policies in the area of perquisites for executive officers. The compensation committee may, from time to time, delegate any or all of its responsibilities to a subcommittee.

     In discharging its responsibilities, our compensation committee is empowered to investigate any matter of concern that it deems appropriate and has the sole authority, without seeking approval from the entire board of directors, to retain outside consultants for this purpose, including the authority to approve any terms of retention. Additional information regarding the role of compensation consultants and executive officers in assisting our compensation committee in determining the amount or form of executive compensation may be found in “Compensation Discussion and Analysis” below. The current members of our compensation committee are Messrs. Edman (chairman), Iverson, Klatell and Mayer, each of whom is an independent director under Nasdaq listing standards as well as under SEC rules. The compensation committee held nine meetings during 2010.

     Government Security Committee. As previously disclosed in our filings with the SEC, a portion of our business consists of manufacturing defense and defense-related items for various departments and agencies of the U.S. government, including the U.S. Department of Defense, which requires that we maintain facility security clearances under the National Industrial Security Program (referred to as NISP). The NISP requires that a corporation maintaining a facility security clearance take steps to mitigate foreign ownership, control, or influence (referred to as FOCI). As we have also previously reported, we are party to a special security agreement with the U.S. government. That special security agreement, among other things, requires that our board of directors appoint a government security committee comprised of outside directors and directors who are officers of our company, each of whom must be a U.S. resident citizen with a security clearance. The government security committee is responsible for ensuring that we maintain appropriate policies and procedures to safeguard the classified and export-controlled information in our possession, and to ensure that we comply with applicable laws and agreements. The current members of our government security committee are Messrs. Iverson (chairman), Alder, Bass, Edman, Franklin, Gansler, Klatell, Mayer, and Zakheim. The government security committee was established in October 2010 in connection with our entry into the special security agreement, held its first meeting in November 2010, and has established a policy to hold quarterly meetings each year.

Board Leadership Structure

     We believe it is the chief executive officer’s responsibility to manage our company’s operations and the chairman’s responsibility to lead our board of directors. Given the significant responsibilities with which our chairman is tasked and his active role in our governance, we believe it is beneficial to have an independent chairman whose sole job is leading the board of directors. To this end, our corporate governance guidelines provide that our chief executive officer may not be our chairman, and that our chairman will be selected from our independent directors. In making its decision to separate the chief executive officer and chairman roles, our board of directors considered the time that Mr. Alder is required to devote to the chief executive officer position in the current economic environment, particularly given the demands imposed on our global company. By segregating the role of the chairman, we reduce any duplication of effort between the chief executive officer and the chairman. We believe this provides strong leadership for our board of directors, while also positioning our chief executive officer as the

leader of the company in the eyes of our customers, employees, and other stakeholders. By having another director serve as chairman of the board, Mr. Alder is better able to focus his attention on running our company. Our board of directors believes that Mr. Klatell is the most appropriate individual to serve as chairman because of his deep knowledge of our business and strategy, his experience with corporate governance matters, and his demonstrated skill and commitment to performing effectively as chairman of our board of directors.

     Our board of directors has nine independent members and two non-independent members, including our chief executive officer and Mr. Tang. A number of our independent board members are currently serving or have served as members of senior management of other public companies or governmental agencies and have served as directors of other public companies. We believe that the number of independent, experienced directors that make up our board, along with the independent oversight of the board of directors by a non-executive chairman, benefits our company and our stockholders.

     The special security agreement to which we are a party establishes certain criteria for the qualifications of our directors and the composition of our board of directors, and also requires that a certain number of directors have strong national security qualifications, no prior relationship with certain “affiliates” described in the special security agreement, and be U.S. citizens holding or eligible to hold personnel security clearances. Our board of directors meets the composition criteria set forth in the special security agreement, and any future replacement directors and director nominees will be required to meet such criteria.

     We believe that we have a strong corporate governance structure that ensures independent discussion, evaluation of, and communication with and access to, senior management. With the exception of our government security committee, of which Mr. Alder is a member, all of our board committees are composed solely of independent directors, which provides independent oversight of management. Also, our corporate governance guidelines provide that our independent directors will meet in executive session not less frequently than quarterly.

Risk Management and Oversight Process

     While our management is primarily responsible for managing risk, our board of directors and each of its committees plays a role in overseeing our risk management practices. Our full board of directors is ultimately responsible for risk oversight, and it discharges this responsibility by, among other things, receiving regular reports from our management concerning our business and the material risks that our company faces. Our board of directors annually reviews key enterprise risks identified by management, such as financial, reputational, safety and security, and compliance risks, and monitors key risks through reports and discussions regarding key risk areas at meetings of our board of directors and in committee meetings. Our board of directors also focuses on specific strategic and emerging risks in periodic strategy reviews. Our board of directors annually reviews and approves our corporate strategy and goals and our capital budgets, and in connection with that review considers risks associated with our company.

     Our board of directors allocates responsibility for overseeing risk management for our company among the full board and each of its committees. Specifically, the full board oversees significant risks primarily relating to operations, strategy, and finance. In addition, each of our committees considers risks within its area of responsibilities, as follows:

	•		Our audit committee is primarily responsible for overseeing matters involving major financial risk exposures and actions management is taking to monitor such risk exposures. This includes risks relating to financial reporting and internal controls; litigation; environmental, health, and safety matters; tax matters; liability insurance programs; and compliance with legal and regulatory requirements and our code of ethics. In addition, the audit committee reviews our quarterly and annual financial reports, including any disclosure in those reports, of risk factors affecting our company and business.
	•		Our compensation committee is primarily responsible for overseeing risks that may be implicated by our executive compensation programs and risks relating to the administration of those programs. In setting compensation, the compensation committee strives to create incentives that encourage appropriate risk taking behavior consistent with our business strategy. In making compensation determinations, the

			compensation committee considered the overall mix of compensation for employees as well as the various risk control and mitigation features of our compensation plans, including appropriate performance measures and targets and incentive plan payout maximums. To assist in satisfying these oversight responsibilities, the compensation committee has retained an outside compensation consultant and meets regularly with management to understand the financial, human resources, and stockholder implications of compensation decisions being made. Additional information on risk management considerations of our compensation committee are discussed in this proxy statement under “Compensation Discussion and Analysis — Risk Management Considerations.”
	•		Our nominating and corporate governance committee is primarily responsible for risks that may be mitigated by the continued effective functioning of our board of directors and our corporate governance practices. Under its charter, the nominating and corporate governance committee is responsible for, among other things, developing and recommending to our board of directors a set of effective corporate governance principles designed to assure compliance with applicable standards.
	•		Our government security committee is primarily responsible for ensuring compliance with the policies and procedures mandated by the U.S. government with respect to classified and export-controlled information in our possession, and ensuring the mitigation of FOCI.

     Through the activities of our audit, compensation, nominating and corporate governance, and government securities committees, as well as the full board of directors’ interactions with management concerning our business and the material risks that may impact our company, the board of directors is able to monitor our risk management process and offer critical insights to our management.

Related Party Transaction Policies and Procedures

     It is the responsibility of our full board of directors and our audit committee to review and approve related party transactions. It is our management’s responsibility to bring such related party transactions to the attention of our board of directors and members of our audit committee. From time to time our nominating and corporate governance committee, in accordance with its charter, will also review potential conflict of interest transactions involving members of our board of directors and our executive officers.

     In accordance with our corporate governance guidelines, any monetary engagement (other than director or employee compensation or transactions which would not require disclosure under Item 404 of Regulation S-K) (a) between a director (including any entity of which the director is a director or executive officer and any member of a director’s family as defined in Nasdaq rules) and our company or any of its affiliates or members of senior management or their families, and (b) between executive officers of our company (as designated by our board of directors) and our company or any of its affiliates, is subject to the approval of our audit committee or our independent directors. Each of our directors and executive officers must notify our board of directors in advance of entering into any such transaction.

     Our corporate governance guidelines task our board of directors, in consultation with our nominating and corporate governance committee, with reviewing annually the relationships that each director has with us, directly or indirectly. Further, our nominating and corporate governance committee is tasked with periodically reviewing the compensation arrangements and other business relationships between our directors and our company, including charitable and political contributions, in order to monitor the independence of our directors. Our corporate governance guidelines also provide that if an actual or potential conflict of interest develops, a director should report the matter immediately to the full board of directors and our audit committee for evaluation and appropriate resolution. If a director has a personal interest in a matter before our board of directors, the director must disclose the interest to the full board of directors and our audit committee, must recuse himself or herself from participation in the related discussion, and must abstain from voting on the matter.

DIRECTOR COMPENSATION

     Effective July 2010, our board of directors approved changes to our director compensation program. Based on relevant compensation survey data and discussions with our outside compensation consultant, Mercer (USA) Inc., our nominating and corporate governance committee recommended to our board of directors certain adjustments to our director compensation program to better target the market median for director compensation and eliminate separate meeting fees. The changes made in July 2010 were in response to our board of directors’ determination to adjust director compensation levels to approximate the 50th percentile of our company’s new peer group.

     Our non-employee directors receive the following compensation: an annual cash retainer of $50,000, an annual cash retainer of $4,000 for each board committee of which such director is a member (except for the government security committee), and reimbursement of expenses relating to board and board committee meetings. In addition, the chairman of the board receives an annual cash retainer of $50,000, and the chairmen of our various board committees receive annual cash retainers as follows: $13,000 to our audit committee chairman, $10,000 to our compensation committee chairman, $10,000 to our government security committee chairman, and $8,000 to our nominating and corporate governance committee chairman.

     Upon initial election, each non-employee director receives an option to purchase 20,000 shares of our common stock. The options provided to the non-employee directors expire on the tenth anniversary of the grant date and vest over a four-year period. At each annual meeting of stockholders, each non-employee director receives restricted stock units (referred to as RSUs) having a fair value on the award date of $75,000 based upon the average closing price of our common stock over the six-month period preceding the grant date. The RSUs awarded to the non-employee directors vest in full on the first anniversary of the grant date and delivery of the shares of common stock underlying the RSUs is deferred until retirement from the board of directors (or until one year after retirement in the case of certain prior grants).

     Our board of directors recognizes that stock ownership by directors may strengthen their commitment to the long-term future of our company and further align their interests with those of our stockholders. Accordingly, our corporate governance guidelines provide that our independent directors are ordinarily expected over time to beneficially own shares of our common stock (including shares owned outright, unvested shares, restricted stock units, and stock options) having a value of at least three times their annual retainer.

     Neither Mr. Alder nor Mr. Tang is separately compensated for his service as a director. Mr. Alder’s compensation as our chief executive officer is described below under “Compensation Discussion and Analysis,” “Executive Compensation” and “Equity Compensation Plan Information.” Mr. Tang received total 2010 compensation of $841,345 for his service as Managing Director — Asia Pacific Region. Mr. Tang became our Managing Director — Asia Pacific Region upon the closing of our acquisition of the PCB operations of Meadville (referred to as the PCB Combination) in April 2010. In consideration for his service to our company from April 2010 through December 31, 2010, Mr. Tang received (i) base salary of $469,112, (ii) a guaranteed bonus of $104,247 paid in January 2011 in recognition of the Chinese New Year, (iii) a discretionary bonus of $244,530 paid in April 2011 in recognition of the financial performance of our Asia Pacific Region in fiscal 2010, and (iv) $23,456 of contributions made by us on Mr. Tang’s behalf to the Mandatory Provident Fund, a saving program for the retirement of residents in Hong Kong. The amounts paid to Mr. Tang were paid in Hong Kong Dollars (HKD) and converted to U.S. Dollars using an exchange rate of 0.1287 HKD per U.S. Dollar.

Director Summary Compensation Table for Fiscal 2010

     The following table sets forth the compensation earned by our non-employee directors in respect of their services as such during fiscal year 2010.

		Fees Earned or				Stock				Option
Name		Paid in Cash(1)				Awards(2)				Awards(2)				Total
Robert E. Klatell		$	100,250			$	72,266				—			$	172,516
James K. Bass		$	51,500			$	72,266				—			$	123,766
Richard P. Beck		$	63,000			$	72,266				—			$	135,266
Thomas T. Edman		$	56,750			$	72,266				—			$	129,016
Philip G. Franklin		$	12,500			$	49,230			$	169,160			$	230,890
Jacques S. Gansler		$	27,000			$	72,266			$	134,836			$	234,102
Ronald W. Iverson		$	32,000			$	72,266			$	134,836			$	239,102
John G. Mayer		$	53,750			$	72,266				—			$	126,016
Dov S. Zakheim		$	27,000			$	72,266			$	134,836			$	234,102

Outstanding Equity Awards Held by Non-Employee Directors at Fiscal 2010 Year End

		RSUs				Options				Number of				Number of
		Outstanding at				Outstanding at				RSUs That				Options That
		Fiscal Year				Fiscal Year				Have Not				Have Not
Name		End				End				Vested(1)				Vested(2)
Robert E. Klatell			24,010				28,000				7,575				—
James K. Bass			24,010				24,000	(3)			7,575				—
Richard P. Beck			24,010				40,000	(4)			7,575				—
Thomas T. Edman			24,010				28,000				7,575				—
Philip G. Franklin			3,784				20,000				3,784				20,000
Jacques S. Gansler			7,575				20,000				7,575				20,000
Ronald W. Iverson			7,575				20,000				7,575				20,000
John G. Mayer			24,010				24,000				7,575				—
Dov S. Zakheim			7,575				20,000				7,575				20,000

Payments to Affiliates of Compensation Consultant

     In January 2010, our compensation committee engaged Mercer (USA) Inc. (referred to as Mercer) to provide the compensation committee with an executive compensation assessment and to provide our nominating and corporate governance committee with a director compensation assessment. For such services, we paid $162,213 to Mercer. As part of its engagement by our compensation committee, Mercer also provided advice to management, for no additional fees, in connection with our company’s recent hiring and compensation of our senior vice president — human resources and our vice president — internal audit. In addition, in 2010 we paid Mercer approximately $3,600 for a Shanghai manufacturing total remuneration survey.

     During 2010, we paid $134,374 to Marsh Risk & Insurance Services, who we consider an affiliate of Mercer, in connection with its rendering of insurance brokerage and risk management consulting services to our company. While the compensation committee approved the retention of Mercer as a compensation consultant, Marsh Risk & Insurance Services was retained directly by our management.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table shows the amount of each class of common stock beneficially owned as of March 1, 2011, by (a) each of our directors and named executive officers; (b) all of our directors and executive officers as a group; and (c) each person known by us to own beneficially more than five percent of our outstanding common stock.

		Shares Beneficially Owned
Name of Beneficial Owner (1)		Number				Percent (2)
Directors and Named Executive Officers:
Kenton K. Alder (3)			561,897				*
Chung Tai Keung, Canice (4)			717,670				*
Steven W. Richards (5)			188,364				*
Douglas L. Soder (6)			50,938				*
Shane S. Whiteside (7)			54,104				*
James K. Bass (8)			20,000				*
Richard P. Beck (9)			45,000				*
Thomas T. Edman (10)			28,000				*
Philip G. Franklin			—				—
Jacques S. Gansler			—				—
Ronald W. Iverson			—				—
Robert E. Klatell (11)			30,500				*
John G. Mayer (12)			24,000				*
Tang Chung Yen, Tom			—				—
Dov S. Zakheim			—				—
All directors and executive officers as a group (15 persons)			1,720,473				2.1	%
5% Stockholders:
Su Sih (BVI) Limited (13)			27,561,874				34.1	%
BlackRock, Inc. (14)			5,022,890				6.2	%

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Section 16(a) of the Exchange Act requires our directors, officers, and persons who own more than 10% of a registered class of our securities to file reports of ownership and changes in ownership with the Securities and Exchange Commission. Directors, officers, and greater than 10% stockholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file.

     Based solely upon our review of the copies of such forms that we received during the year ended December 31, 2010, and written representations that no other reports were required, we believe that each person who at any time during such year was a director, officer, or beneficial owner of more than 10% of our common stock complied with all Section 16(a) filing requirements during 2010.

COMPENSATION DISCUSSION AND ANALYSIS

Compensation Philosophy and Objectives

     Our executive compensation program, which is established by the compensation committee of our board of directors, is intended to attract, motivate, and retain executives and key employees and reward the creation of stockholder value. We seek to provide executive compensation packages that are competitive with comparable companies and reward the achievement of short-term and long-term performance goals.

     Like most companies, we use a combination of fixed and variable compensation programs to reward and incentivize strong performance, as well as to align the interests of our executives with our stockholders. Our compensation philosophy generally targets total compensation at the 50th percentile of comparable companies. We believe that targeting compensation at or near the median of comparable companies will enable us to remain competitive in attracting and retaining qualified executive officers while avoiding paying amounts in excess of what we believe is necessary to attract and retain such executive officers. However, our compensation committee’s decisions on target compensation for specific individuals are also influenced by a variety of additional factors, including company and individual performance. This compensation philosophy, and the program structure approved by our compensation committee, is intended to maintain our ability to attract, retain and motivate individuals who can help us achieve the superior results that our stockholders expect.

     Each year our compensation committee, together with our senior management, establishes performance targets for short- and long-term incentive plans that require the achievement of significant financial results. Each year our compensation committee determines compensation by assessing prior year performance against these established financial targets, as well as other factors such as the compensation paid by comparable companies, achievement of strategic objectives, improvements in market share and the professional development and potential of individual officers. Ultimately, the amount of compensation awarded to our executives is determined based on our performance and what our compensation committee believes is in the best interests of our stockholders.

     We believe that our 2010 decision to replace stock options with performance restricted stock units (referred to as PRUs), together with our continuing use of an annual incentive bonus program that is based on our company-wide operating income, shows that we have closely linked executive officer pay to performance. Our pay mix consists primarily of base salary, annual performance-based bonuses, time-based equity incentives, and performance-based equity incentives, and we have limited all other compensation to our executive officers. We have no guaranteed bonuses except for the customary two months’ base salary bonus paid in our Asia Pacific Region, no pension plans or other executive retirement plans except our 401(k) plan available to North America employees, no tax gross-up arrangements and, except for the housing allowance provided to the chief executive officer of our Asia Pacific Region, no executive perquisites such as company-paid personal travel, financial planning assistance or car allowances.

Executive Summary

     For 2010, our compensation committee engaged a new outside compensation consultant. That consultant developed a new peer group for benchmarking purposes, one that was selected to reflect that our revenues approximately doubled as a result of the PCB Combination. Our compensation consultant also provided comparative analyses relative to a composite of general industry survey data, adjusted for the size of our company with the particular target scope based on the respective responsibilities of our senior management team. As discussed more fully below, for 2010 and 2011 our compensation committee determined to:

	•		use both our new peer group and the composite global compensation survey data as the primary benchmarking tools for evaluating executive compensation, taking into account future global organizational structures for our management team;
	•		increase the base salaries of our officers after our 2009 company-wide salary freeze, as part of the committee’s overall plan to adjust compensation levels to approximate the 50th percentile of comparable companies by 2012;

	•		add PRUs to our long-term incentive program in order to strengthen pay-for-performance and directly incorporate revenue and earnings before interest, tax, depreciation and amortization expense (referred to as EBITDA) objectives;
	•		include in our PRU program the use of a modifier tied to our total stockholder return over a three-year period relative to S&P 600 companies, and thereby provide balance between retention and linkage to stockholder value creation;
	•		increase the annual incentive bonus target levels (expressed as a percentage of base salary) for each of our executive officers, bonuses that are based 100% on our company-wide operating income performance;
	•		suspend the grant of stock options to our named executive officers;
	•		as part of our compensation committee’s increasing emphasis on pay for performance, provide that the mix of equity awards to our executive officers is weighted more toward performance than time-vest RSUs; and
	•		calculate the number of shares of our common stock subject to performance and time-vest RSUs by using the six-month trailing average closing sale price of our common stock as of the date of grant, thereby mitigating the effects of our stock price volatility.

     An important principle driving our compensation programs is our belief that it benefits our stockholders for management’s compensation to be tied to our company’s current and long-term performance. As a result, at-risk pay is expected to comprise an increasingly significant portion of our executive compensation, particularly for our most senior officers. Our compensation committee is also sensitive to the implications of compensation decisions that increase our cost structure or stockholder dilution.

Role of the Compensation Committee

     General. Our compensation committee, which is currently comprised of four independent members of our board of directors, as discussed in greater detail under “Information Relating to Corporate Governance and the Board of Directors,” is responsible for, among other things,

	•		the review and approval of our compensation philosophy;
	•		the review of all executive compensation plans and structures, including that of our executive officers and other members of senior management;
	•		the approval (or recommendation to our board of directors) of individual compensation for our executive officers and other members of senior management, including our chief executive officer;
	•		the approval of annual and long-term incentive performance metrics, as well as payouts thereunder; and
	•		the review of other executive benefit plans, including perquisites.

     Our compensation committee, in consultation with the outside executive compensation consultant retained by our compensation committee, also analyzes the reasonableness of our overall executive compensation package. Our compensation committee has a written charter that delineates its responsibilities, a full copy of which is posted on our website at www.ttmtech.com.

     While our chief executive officer and other executive officers may attend meetings of the compensation committee or our board of directors from time to time, the ultimate decisions regarding executive officer compensation are made solely by the members of our compensation committee and, in the case of compensation

decisions for our chief executive officer, the other non-employee members of our board of directors. These decisions are based not only on our compensation committee’s deliberations, but also from input requested from outside advisors, including our compensation committee’s outside compensation consultant, with respect to, among other things, market data analyses. The final decisions relating to our chief executive officer’s compensation have historically been based on recommendations of our compensation committee and included discussions with and approval by all of our non-employee directors without the presence of management. Decisions regarding other executive officers have typically been made by our compensation committee after considering recommendations from our chief executive officer.

     Compensation Consultant. Our compensation committee periodically engages the services of outside compensation consultants to provide advice in connection with making executive compensation determinations. The chairman of our compensation committee, in consultation with other committee members, defines the scope of any consultant’s engagement and related responsibilities. These responsibilities may include, among other things, advising on issues of executive compensation and equity compensation structure and assisting in the preparation of compensation disclosure for inclusion in our SEC filings. In fulfilling its responsibilities, the outside compensation consultant may interact with management or our other outside advisors to the extent necessary or appropriate.

     In January 2010, our compensation committee engaged Mercer to provide that committee with an executive compensation assessment and to provide our nominating and corporate governance committee with a director compensation assessment. Mercer was also engaged to provide our compensation committee with an executive compensation assessment for 2011. As part of its engagement by our compensation committee, Mercer also provided advice to management, for no additional fees, in connection with our company’s recent hiring and compensation of our senior vice president — human resources and our vice president — internal audit. In addition, in 2010 we paid Mercer approximately $3,600 for a Shanghai manufacturing total remuneration survey. Although affiliates of Mercer have provided certain services to our company as described above under “Payments to Affiliates of Compensation Consultant,” Mercer has not been retained to perform any other consulting or advisory services for our management team.

     The compensation committee’s outside compensation consultant provides analyses and recommendations that inform the committee’s decisions, but it does not decide or approve any compensation decisions. For 2010 and 2011, Mercer developed criteria used to identify peer and other comparable companies for executive compensation and performance comparisons, and reviewed various proposals presented to the committee by management. Mercer also provided updates on market trends and the regulatory environment as it related to executive compensation. Mercer representatives met informally with our human resources and other employees, and formally with our compensation committee during its regular meetings, including from time to time in executive session without management.

     Management Role in Setting Compensation. Members of our human resources and finance departments work with our chief executive officer to recommend changes to existing compensation plans and programs, to recommend financial and other targets to be achieved under those programs, to prepare analyses of financial data and other briefing materials to assist the compensation committee in making its decisions and, ultimately, to implement the decisions of our compensation committee.

     Our chief executive officer is actively engaged in setting compensation for other executives through a variety of means, including recommending for committee approval the financial goals and the annual variable pay amounts for his executive team. He works closely with other members of executive management in analyzing relevant market data to determine base salary and annual target bonus opportunities for senior management and to develop targets for our short- and long-term incentive plans. Our chief executive officer is subject to the same financial performance goals as our other executive officers, all of which are ultimately determined and approved by our compensation committee.

Compensation Structure

Although the final structure may vary from year to year and officer to officer, our compensation committee utilizes three main components for executive officer compensation:

	•		Base Salary — fixed pay that takes into account an individual’s duties and responsibilities, experience, expertise, and individual potential and performance;
	•		Annual Incentive Bonus — variable cash compensation that takes into account our financial performance during a particular year; and
	•		Long-Term Incentives — stock-based awards, including time-vest and performance restricted stock units that reflect the performance of our common stock and align executive officer and stockholder interests.

     Pay Mix. In determining the allocation each year among base salary, annual incentive bonus, and long-term equity incentive compensation, our compensation committee considers the following factors: our short- and long-term business objectives, competitive trends within our industry, and the importance of creating a performance-based environment that ties a significant portion of each executive officer’s compensation to the achievement of performance targets and corporate objectives. When considering a proposed compensation package for an executive officer, our compensation committee considers the compensation package as a whole, including each element of total compensation. For example, before determining officer compensation for 2011, our compensation committee reviewed “tally sheets” that listed, for each executive, each element of compensation paid in 2010, including base salary, 2010 incentive bonus, the value of 2010 equity awards, 401(k) matching contributions, and potential payments under severance arrangements, as well as information regarding equity awards made in prior periods. The committee and management use the tally sheets to assess the overall effect and long-term implications of compensation decisions, rather than viewing individual decisions in isolation. We have no pre-established policy for allocating between either cash and non-cash or short-term or long-term compensation.

     Our compensation committee believes that the particular elements of compensation identified above produce a well-balanced mix of stock-based compensation, retention value, and at-risk compensation that provide each executive officer with both short-term and long-term performance incentives. Base pay provides the executive officer with a measure of security as to the minimum level of compensation he or she will receive while the annual and long-term incentive components motivate the executive officer to focus on the business metrics that will produce a high level of company performance over the long-term. Our compensation committee believes that this approach not only leads to increases in stockholder value and provides an appropriate reward for our executive officers, but also reduces the risk of loss of executive officers to competitors.

     While each of the elements of our compensation program is intended to motivate and encourage employees at all levels to drive performance and achieve superior results for our stockholders, there is a different emphasis on the three primary elements based on an employee’s position and ability to impact our financial results. In general, the percentage of performance-based pay, or at risk pay, increases with job responsibility. This is intended to offer an opportunity for gain in the event of successful performance, matched with the prospect of reduced compensation when performance falls short of established financial and/or stockholder return targets. The aggregate base pay for our five executive officers comprised approximately one-third of the value of the aggregate compensation opportunities (base salary, annual incentive bonuses, and long-term equity incentives) provided them for the 2010 fiscal year. This allocation was consistent with our compensation committee’s overall pay-for-performance philosophy with respect to our executive officers, as defined under “Executive Compensation — Fiscal Year 2010 Summary Compensation Table.”

     For 2011, compensation for our five executive officers has been structured so that approximately two-thirds of compensation consists of equity awards or is otherwise performance-based and dependent on our financial results, with the remaining one-third comprising base salary. Within the portion of compensation representing performance-based pay, approximately one-third is tied to achievement of 2011 incentive goals and approximately two-thirds is tied to achievement of financial goals and total stockholder return over a longer period of time. Our compensation committee believes that this mix of short- and long-term incentives provides sufficient rewards in the short-term to motivate near-term performance, while at the same time providing significant incentives to keep our executives focused on longer-term goals that drive stockholder value. This also mitigates the risk of named executive officers focusing solely on short-term or solely on long-term goals, and offers retention value as the compensation is received over an extended term. It is also consistent with the practice of our peer group companies.

     Total compensation for specific individuals varies based on a number of factors in addition to company and individual performance, including scope of duties within our global organizational structure, institutional knowledge, position readiness, horizontal equity, and/or level of difficulty in recruiting a replacement executive.

     While the incentive programs for our executive officers are based on our global, company-wide performance, our compensation programs are also designed to provide payments to managers in our North America segment based on a combination of consolidated company, segment and/or facility results, as well as more subjective individual goals that are established with input from the specific employee and his or her supervisors. This type of program design motivates business units to work together to achieve greater returns for our stockholders. In any one year, because we are comprised of a number of different business units, managers in high-performing business units may receive significantly more compensation than managers in business units that do not perform well. Management and our compensation committee expect to develop an annual incentive program for managers in our Asia Pacific region by 2012, and that the payments will be based on a similar combination of consolidated company, segment, facility, and individual targets and goals.

     Compensation Levels and Benchmarking. Overall compensation levels for executive officers are determined based on one or more of the following factors: the individual’s duties and responsibilities within our global company; the individual’s experience and expertise; the compensation levels for the individual’s peers within our company; compensation levels for similar positions in the PCB industry or in the technology industry more generally; performance of the individual and our company as a whole; and the levels of compensation necessary to recruit new executive officers. For 2010 and 2011, our compensation committee reviewed the compensation of our officers and compared it with that of our peer group companies and the broader, composite global market survey data provided by Mercer. This process started with the selection of an appropriate group of peer companies for comparison purposes. Such peer group is not used for the performance graph included in our Annual Report on Form 10-K for the year ended December 31, 2010.

     As part of its process for making compensation decisions for 2010, our compensation committee interviewed a number of outside compensation consultants. In January 2010, our compensation committee engaged Mercer to provide executive and director compensation assessments. Mercer agreed to review and revise our company’s peer group, analyze peer proxy data, benchmark executives, evaluate long-term incentive vehicles, conduct high-level assessment of annual and long-term performance measures, and develop and recommend changes to remuneration levels and design. Mercer was also asked to provide its opinion on the use of performance-based equity.

     For its 2010 executive compensation assessment, Mercer developed a new, rules-based group that was designed to reflect our projected size, assuming the completion of our then-contemplated PCB Combination, as well as the relevant market for executive talent. Under this approach, the peer group companies were determined using four screening levels: (1) U.S. publicly traded companies; (2) inclusion in certain industry-specific categories within the general information technology sector, excluding software but including electronic manufacturing services (EMS), semiconductors, electronic equipment manufacturers, electronic equipment and instruments, computer storage and peripherals, and communications equipment; (3) annual revenue between approximately $500 million and $2.5 billion (which resulted in median revenues of approximately $1.1 billion); and (4) firms in the EMS and semiconductor GICS (Global Industry Classification Standard) sub-industries, as well as several aerospace and defense component manufacturing companies to take into account our exposure to that sub-industry. Our compensation committee believes that the use of this methodology produced an appropriate peer group for comparison, as well as a peer group that is large and diverse enough so that the addition or elimination of a limited number of companies would not materially alter the overall analysis. Mercer ultimately selected the following 20 companies which, along with survey data, were used for benchmarking purposes for 2010 and 2011:

	•		Altera
	•		Benchmark Electronics
	•		CTS Corporation
	•		Curtiss-Wright
	•		Heico
	•		Intersil
	•		Lam Research
	•		Linear Technology
	•		Maxim Integrated Products
	•		Microchip Technology
	•		Molex
	•		Moog
	•		Multi-Fineline Electronix
	•		National Semiconductor

	•		Novellus Systems
	•		Plexus
	•		RF Micro Devices
	•		Skyworks Solutions
	•		Teledyne Technologies
	•		Trimble Navigation

     Mercer also provided our compensation committee with broader, global market survey data. In 2010 and 2011, the composite survey data consisted of Mercer’s Global Premium Executive Remuneration Suite, Towers Watson (formerly Watson Wyatt’s) Survey Report on Top Management, and Radford’s Global Technology Survey (in 2010, Executive Survey), adjusted using a median revenue scope of approximately $1 billion for 2010 and approximately $1.8 billion for 2011. The increase in the revenue scope for the composite survey data was intended to address both the continuing growth of our company’s revenues and our likely competition for executive hires.

     The peer group’s proxy statements provide detailed pay data for their top five officers. Survey data provides compensation information from a broader group of information technology companies. Our compensation committee, with the assistance of its advisors, generally considers data from these sources in developing a market composite which it uses as a framework for making compensation decisions for each executive officer’s position.

     In the first quarter of 2010, our compensation committee was cognizant of the fact that the anticipated growth in our company’s revenues, operating income, and cash flow from operations was dependent on the timely consummation of our then-contemplated PCB Combination. Accordingly, our compensation committee determined in March 2010 to target the total compensation of our executive officers at approximately the 50th percentile of our then-new peer group over a three-year period, with increases expected to be phased in over that three-year period. In 2011, our compensation committee considered the growth and global nature of our business resulting from our April 2010 PCB Combination, as well as anticipated future growth, and determined to target the compensation levels of our executive officers at the 50^th percentile of the composite survey data by 2012. Individual responsibilities within our expanding global business are also considered in our compensation committee’s benchmarking activities. More specifically, for 2011, only our executive officers with global responsibilities (Messrs. Alder, Richards and Soder) were compared directly to peer group proxy data. The broader, composite market survey data provided by Mercer, with the relevant median determined by the scope of the respective executive officer’s responsibilities, informed the compensation committee’s determinations for all executive officers.

     Our compensation committee intends to continue its practice of retaining executive compensation consultants from time to time, as our compensation committee deems appropriate, to advise our compensation committee with respect to its compensation policies and provide compensation data from comparable companies.

     Risk Management Considerations. Our compensation committee believes that our performance-based bonus and equity programs provide incentives to create long-term stockholder value. Several elements of the programs are also designed to promote the creation of long-term value and thereby discourage behavior that leads to excessive risk:

	•		Our compensation committee believes that operating income, the financial metric used in 2010 and 2011 to determine the amount of an executive’s annual incentive bonus, is a measure that drives long-term stockholder value. Moreover, the committee attempts to set ranges for this metric that encourages success without encouraging excessive risk taking to achieve short-term results. In addition, the overall annual incentive bonus for each of our executive officers never exceeds 140% of the target amount (230% in the case of our chief executive officer), no matter how much financial performance exceeds the ranges established at the beginning of the year.
	•		The use and equal weighting of both revenue and EBITDA performance metrics in our PRU program limits the ability of an executive to be rewarded for taking excessive risk on behalf of our company by,

for example, seeking revenue-enhancing opportunities at the expense of EBITDA, since performance is required on both metrics to maximize payout under the PRU program.

	•		The measures used to determine vesting of our PRUs granted in 2010 and 2011 are based on rolling three-year performance periods. The committee believes that these three-year performance periods encourage executives to attain sustained performance over several periods, rather than performance in a single period.
	•		Our time-vest RSUs vest over a three-year period. The stock options granted to executives in prior years become exercisable over a three year period and remain exercisable for up to ten years from the date of grant, encouraging executives to look to long-term appreciation in equity values.
	•		Our management incentive plan and PRU program provide that executives will receive payments or “bank” PRU shares, as applicable, if our company achieves 60% of the established annual financial metric. The committee believes that this relatively low threshold discourages management from taking excessive risk to achieve performance at a higher percentage of the established target.

Individual Executive Officer Compensation

     Base Salary. Base salaries for our executive officers are set with regard to the level of the position within our company, the individual’s performance in recent periods, and the executive’s potential for continued development within our global organization. The base salary levels, and any increases or decreases to those levels for each executive, are reviewed and approved each year by our compensation committee. Such adjustments may be based on factors such as the overall performance of our company, new roles and responsibilities assumed by the executive, the performance of the executive officer’s area of responsibility, the executive officer’s impact on strategic goals, the length of service with our company, or revisions to our compensation philosophy. However, there is no specific weighting applied to any one factor in setting the level of base salary, and the process ultimately relies on the subjective exercise of our compensation committee’s judgment. Although salaries are generally targeted at market median, based on our peer group and relevant compensation survey data, our compensation committee may also take into account historical compensation, internal equity among other executives, potential as a key contributor, and special recruiting situations. We believe that providing base salaries at or near the median of our peer group and Mercer’s broader market survey will enable us to remain competitive for qualified executive officers while avoiding paying amounts in excess of what we believe necessary to attract and retain such executive officers. In 2010 and 2011, following a pay freeze in 2009, all of our executive officers received base salary increases due primarily to their new and greater scope of responsibilities associated with our transformative PCB Combination and their duties in a global organization with over $1 billion in annual revenues.

     Base Salaries for Fiscal Year 2010. Base salary deliberations for the 2010 fiscal year were conducted from December 2009 to March 2010.

     Analyzing our new peer group, Mercer concluded that the 2009 base salaries of our officers ranged between the 25th percentile and the market median of our peer group, also noting that our pay mix was more weighted to base salaries than our peer group. Following discussion with Mercer, our compensation committee determined to adjust the salaries of our executive officers, over a three-year period, to target the 50th percentile for our peer group.

     Mr. Alder, our chief executive officer, met with our compensation committee to present recommendations for each of our executive officers (other than himself). After reviewing the market study data and individual performance evaluations for each such executive officer and discussing them with Mr. Alder, our compensation committee approved the recommended base salary increases with some limited modifications, after determining that the increases were generally consistent with the intention to target over time the 50th percentile for our peer group, as adjusted to reflect each individual’s position and expected contribution to our success.

     Our compensation committee similarly reviewed the chief executive officer compensation market data as well as performance evaluations for Mr. Alder from his direct reports and members of our board of directors. The compensation committee ultimately recommended, and all of our other non-employee directors approved, increasing

the base salary for Mr. Alder in 2010. The increases in base pay for the executive officers, including Mr. Alder, became effective March 22, 2010. A summary of base salary increases made for fiscal year 2010 is outlined below for each of our chief executive officer, chief financial officer and our two other executive officers at that time:

		Base Salary
Name		2009				2010
Kenton K. Alder		$	586,000			$	605,000
Douglas L. Soder		$	345,000			$	355,000
Shane S. Whiteside		$	345,000			$	355,000
Steven W. Richards		$	280,000			$	310,000

     Base Salaries for Fiscal Year 2011. Base salary deliberations for the 2011 fiscal year were conducted from November 2010 to March 2011.

     Mr. Alder, our chief executive officer, met with our compensation committee to present recommendations for each of our executive officers (other than himself). In considering these recommendations, the compensation committee reviewed the composite market survey data provided by Mercer, peer group data and individual performance evaluations for each executive officer. In addition, the committee determined that the increases recommended by Mr. Alder were generally consistent with the intention to target the 50th percentile for comparable companies, as adjusted to reflect each individual’s position and responsibilities within the framework of our global organization, historical compensation relative to other officers, and expected contribution to our success. After its review and determinations, our compensation committee approved the base salaries recommended by Mr. Alder for our other executive officers.

     In determining the base salary for our chief executive officer, our compensation committee similarly reviewed and considered the chief executive officer compensation survey data, peer group data, internal pay equity matters, and performance evaluations for Mr. Alder from his direct reports and members of our board of directors. The compensation committee ultimately recommended, and all of our other non-employee directors approved, increasing the base salary for Mr. Alder to $730,000, which is the approximate mid-point between the median compensation of CEOs in our peer group and those in the broader Mercer composite survey. The increases in base pay for our executive officers, including Mr. Alder, became effective March 21, 2011. A summary of base salary increases made for fiscal year 2011 is outlined below for each of our executive officers:

		Base Salary
Name		2010				2011
Kenton K. Alder		$	605,000			$	730,000
Chung Tai Keung, Canice		$	555,984	(1)(2)		$	620,000	(2)
Douglas L. Soder		$	355,000			$	390,000
Shane S. Whiteside		$	355,000			$	390,000
Steven W. Richards		$	310,000			$	340,000

     Annual Incentive Bonus Plan. In addition to base salaries, our compensation committee believes that annual performance-based cash bonuses play an important role in providing incentives to our executive officers to achieve near-term performance goals. For 2010 and 2011, to support collaboration within our senior management team, our compensation committee determined to reward all of our executive officers for company-wide performance by tying bonus awards solely to our consolidated operating income. Each executive officer has a target annual incentive bonus opportunity, expressed as a percentage of base salary, with the ability to earn above or below that target based on our company’s actual performance. In determining the design structure of our management

incentive plan and related annual bonus opportunities, our compensation committee also considered the “sharing ratio” of possible bonus payments as a percentage of aggregate operating income at the various target hurdles.

     Because such a large percentage of executive officer compensation is performance-based, our compensation committee spends significant time determining the financial target for our annual cash bonus program. In general, management makes the initial recommendation for the financial target based upon our company’s annual board-approved budget, as well as the bonus opportunity for each officer, and these recommendations are reviewed and discussed by the committee and its advisors. The major factors used in setting one or more targets for a particular year are the results for the most recently-completed year and the budget for the current year; other factors taken into account may include general economic and market conditions. Our compensation committee sets the final corporate performance goal during our first quarter, typically at a level our compensation committee believes is challenging, but reasonable, for management to achieve.

     At the end of each year, our compensation committee determines the level of achievement for the specified financial goal (after making any appropriate adjustments to such goal for the effects of corporate events that were not anticipated in establishing the performance measure) and awards credit for the achievement of the goal as a percentage of the target bonus. Final determinations as to bonus levels are then based on that percentage. Actual bonuses are generally paid to the executives in the first quarter of the subsequent fiscal year.

     As it has done in the past, our compensation committee may in the future choose to measure the named executive officers’ achievement against specific business unit or individual performance targets as well as corporate goals.

     In setting annual incentive compensation financial targets and bonus opportunities for our executive officers, our compensation committee does not consider the effect of past changes in stock price. In addition, incentive compensation decisions are made without regard to length of service. For example, executive officers with longer service or who are eligible for retirement do not receive greater or lesser awards, or larger or smaller target amounts, in any given year than executives with shorter service.

     2010 Annual Incentive Bonuses. For 2010, our compensation committee determined to base the annual bonuses of our executive officers solely on our company-wide operating income, after excluding the results of the PCB Subsidiaries, compensation expense attributable to our new PRU program described below, goodwill impairment, building and other significant asset sales, asset write-downs, plant closure and related layoff costs, and residual acquisition costs. The compensation committee believes operating income is a good indicator in capturing our success given the market in which we compete and is a measure that management can easily track and communicate to employees throughout the performance period. Our compensation committee also increased the minimum annual incentive bonus threshold to 60% of the target 2010 operating income and increased target bonus awards (as a percentage of base salary) from 55% to 65% for each of Messrs. Richards, Whiteside and Soder, with the maximum increased from 120% to 140%. Our compensation committee, with the approval of all of our other non-employee directors, increased the 2010 target bonus award for Mr. Alder from 70% to 95%, with his maximum award increased from 170% to 230%.

     The table below lists the 2010 base salaries and bonus levels for each of our named executive officers.

		2010				Annual Incentive Bonus Levels as % of Base Salary
		Base				60%				80%				100%				120%
Name		Salary				of Target (1)				of Target				of Target				of Target (2)
Kenton K. Alder		$	605,000				10	%			47.5	%			95	%			230	%
Douglas L. Soder		$	355,000				10	%			32.5	%			65	%			140	%
Shane S. Whiteside		$	355,000				10	%			32.5	%			65	%			140	%
Steven W. Richards		$	310,000				10	%			32.5	%			65	%			140	%

     In March 2011, our compensation committee reviewed and certified our annual financial performance against the incentive bonus targets for 2010. For fiscal year 2010, our company-wide operating income was $53.47 million (after excluding results of our PCB Subsidiaries, compensation expense attributable to our new PRU program, building and other significant asset impairments, plant closure and related layoff costs, and acquisition costs), or 113.9% of the established target (compared to achieving 91.6% of the 2009 target), resulting in a payout of approximately 188.8% of Mr. Alder’s base salary and approximately 117.1% of the base salary for the three other executive officer participants in the 2010 management bonus plan. In April 2011, our compensation committee also approved a $489,060 discretionary bonus to the chief executive officer of our Asia Pacific Region in light of the superior performance of that business segment. Mr. Chung joined us in April 2010 and was not a part of our 2010 management bonus program.

Name		2010 Actual Bonus
Kenton K. Alder		$	1,142,391
Chung Tai Keung, Canice		$	614,156	(1)
Douglas L. Soder		$	415,794
Shane S. Whiteside		$	415,794
Steven W. Richards		$	363,088

     2011 Annual Incentive Bonuses. For 2011, our compensation committee determined to again base the annual bonuses of our executive officers solely on our company-wide operating income, including our Asia Pacific segment, after excluding compensation expense attributable to our PRU program, goodwill impairment, building and other significant asset sales, asset write-downs, plant closure and related layoff costs, and residual acquisition costs. Our compensation committee, with the approval of all of our other non-employee directors, increased the 2011 target bonus award for Mr. Alder from 95% to 100%, consistent with our peer group and survey data, with his maximum award remaining unchanged at 230%. The target percentages for our other executive officers remained unchanged at 65%. The fiscal 2011 operating income target was recommended by management and set by our compensation committee in March 2011. As in 2010, the 2011 target was based on and is consistent with the annual budget previously approved by our board of directors. Actual incentive bonus payouts for 2011 performance will be determined by our compensation committee and paid in early 2012, and may be above or below target bonus levels. In addition, in 2010 we agreed in principle to pay Mr. Chung a retention bonus in April of each of 2011, 2012 and 2013 if he continues to be employed by us at that time.

     The table below lists the 2011 base salaries and bonus levels for each of our named executive officers.

		2011				Annual Incentive Bonus Levels as % of Base Salary
		Base				60%				80%				100%				120%
Name		Salary				of Target (1)				of Target				of Target				of Target (2)
Kenton K. Alder		$	730,000				10	%			50.0	%			100	%			230	%
Chung Tai Keung, Canice		$	620,000	(3)			10	%			32.5	%			65	%			140	%
Douglas L. Soder		$	390,000				10	%			32.5	%			65	%			140	%
Shane S. Whiteside		$	390,000				10	%			32.5	%			65	%			140	%
Steven W. Richards		$	340,000				10	%			32.5	%			65	%			140	%

     Equity Awards. We believe that providing a significant portion of our executive officers’ total compensation package in equity awards aligns the incentives of our executives with the interests of our stockholders and with our long-term success. By compensating our executives with our equity, our executives receive a stake in our company’s financial future, and the gains realized in the long term depend on the executives’ ability to drive our financial performance. Equity incentive awards are also a useful vehicle for attracting and retaining executive talent in a competitive market.

     Our compensation committee develops its equity award determinations based on its judgment as to whether the total compensation packages provided to our executive officers, including prior equity awards and the level of vested and unvested equity awards then held by each participating officer, are sufficient to retain, motivate, and adequately reward the executive officers. This judgment is based in part on information provided by benchmarking studies. In addition, our compensation committee considers the accounting costs that will be reflected in our financial statements when establishing the forms of equity to be granted and the size of the grants as well as the potential dilution associated with the equity awards.

     We grant equity awards through our 2006 Equity Incentive Plan, which was adopted by our board of directors and approved by our stockholders and permits the grant of stock options, stock appreciation rights, restricted shares, restricted stock units, performance shares, and other stock-based awards to our officers, directors, employees, and consultants. The material terms of the 2006 Equity Incentive Plan are described below under “Proposal Five — Re-approval of Material Terms of 2006 Incentive and Compensation Plan Performance Goals for Purposes of Internal Revenue Code Section 162(m).”

     We continue to conservatively manage our equity compensation program to reduce stockholder dilution. Our net “burn rate” (the number of equity awards granted, reduced by forfeitures and cancellations, as a percentage of our total outstanding shares) was approximately 2% in 2009, 1% in 2010, and is expected to be less than 1% in 2011. We believe that these percentages demonstrate our commitment to careful and efficient use of the shares that stockholders have approved for issuance under our 2006 Equity Incentive Plan.

     Historically we have used two forms of equity for long-term equity incentive compensation: stock options and RSUs.

     Stock Options. Options provide an incentive for executives to drive long-term share price appreciation through the development and execution of effective long-term strategies. Stock option value is realized only if the trading price of our common stock increases. Stock options are issued with exercise prices at 100% of the grant-date fair market value to assure that executives will receive a benefit only when the trading price increases. Option awards generally have value for the executive only if the executive remains employed for the period required for the shares to vest. Starting in 2008, our options have vested as to one-third of the covered shares on each of the first three anniversaries of the grant date, and, if not exercised, expire in a maximum of 10 years (or earlier in the case of termination of employment). We have not granted options to our named executive officers since 2009.

     Restricted Stock Units. RSUs represent the right to receive one share of our common stock for each RSU upon the settlement date, which is the date on which certain conditions, such as continued employment with us for a pre-determined length of time, are satisfied. Starting in 2007, we elected to substitute a percentage of our executive officers’ equity incentive award value, which had historically been provided with only stock options, with RSUs. Beginning in 2010, our compensation committee determined to grant executive officers only RSUs, and no stock options. This change was made because RSU awards reflect both increases and decreases in stock prices from the grant-date market prices and thus tie compensation more closely to changes in stockholder value at all levels compared to options, whose intrinsic value changes only when the market price of shares is above the exercise price. RSUs also have retention value even during periods in which our trading price does not appreciate, which supports continuity in the senior management team. In addition, RSUs allow our compensation committee to deliver equivalent value with use of fewer authorized shares. Changes in the accounting treatment for stock options also made them less attractive relative to RSUs.

     Shares of our stock are issued to RSU holders as the awards vest. The vesting schedule for RSUs granted to our executive officers and other employees provides that each award vests in three equal annual installments. In

2010, we granted RSUs for an aggregate of 678,169 shares of our common stock to a total of 338 employees, of which RSUs for 130,198 shares were issued to our executive officers.

     Performance RSUs. For 2010, our compensation committee determined to replace stock option grants to executive officers with a performance-based element to our long-term incentive program in order to strengthen pay-for-performance. Accordingly, in March 2010, our compensation committee approved a new long-term incentive program (referred to as the PRU Program) for our executive officers and certain other members of our senior management team. Under this program, PRUs are awarded to eligible officers. PRU awards are intended to reward officers to the extent we achieve specific pre-established financial performance goals and provide a long-term return to our stockholders relative to a broader market index. Implementation of this program represented an important step by our compensation committee to drive a pay-for-performance culture with a component explicitly linked to total stockholder return. It was also consistent with the direction being taken by several of our new peer group companies.

     Under the PRU Program, a target number of PRUs is awarded at the beginning of each three-year performance period. The number of shares of our common stock released at the end of the performance period will range from zero to 2.4 times the target number depending on performance during the period. The performance metrics of the PRU Program are (a) annual financial targets, which for 2010 and 2011 are based on revenues and EBITDA, each of which is equally weighted, and (b) an overall “modifier” based on our company’s total stockholder return (referred to as TSR) relative to the S&P SmallCap 600 (referred to as the S&P 600) over the three-year performance period. The calculation of EBITDA will exclude compensation expense attributable to the PRU program, goodwill impairment, building and other significant asset sales, asset write-downs, plant closure and related layoff costs, and residual acquisition costs. Payouts under the PRU Program are based on rolling three-year performance periods, and the annual financial metrics for future years may be different from those selected for 2010 and 2011.

     Each PRU will be equal in value to one share of our common stock. Recipients of PRU awards generally must remain employed by us on a continuous basis through the end of the relevant performance period in order to receive any amount of the PRUs covered by that award, except that recipients may be entitled to a pro-rata amount of PRUs in the case of the recipient’s death, disability or approved retirement.

     The key 2010 and 2011 financial metrics of revenue and EBITDA are equally weighted under our PRU Program. The metric of EBITDA is generally intended to focus our executives on tangible growth and cost reduction opportunities. Our compensation committee believes that this is a key metric that both drives and demonstrates improved financial performance within our company. It is also a complementary metric to the revenue metric used under the PRU Program for 2010 and 2011. The combination of the two performance metrics limits the ability of an executive to be rewarded for taking excessive risk on behalf of our company by, for example, seeking revenue-enhancing opportunities at the expense of EBITDA, since performance is required on both metrics to maximize payout under the PRU Program. The performance targets established by our compensation committee are used for compensation and budgeting purposes and should not be understood to be management’s expectations or guidance relating to future financial performance.

     The TSR modifier is intended to ensure that there are no payouts or limited payouts under the PRU Program if our stock performance is significantly below the median TSR of S&P 600 companies for the three-year performance period. If the annual financial goals (revenue and EBITDA for 2010 and 2011) are met and if there is strong relative TSR performance over the three-year performance period, the PRU Program will provide substantial rewards to participants with respect to that performance period. However, even if revenue and EBITDA goals are achieved in each of the three years, there will be no payout if our stock performance is below that of the 20^th percentile TSR of S&P 600 companies.

     Under the PRU Program, annual financial goals are set in the first quarter of each fiscal year, and performance is reviewed after the end of that year. For 2010 and 2011, the annual financial goals are revenue and EBITDA. The percentage to be applied to each participant’s target award ranges from zero to 160%, based upon the extent to which the two annual performance goals are achieved. If we do not achieve a 60% threshold level of revenue or EBITDA performance for the year, the amount earned for that performance element of one-third of the award is zero. If we achieve the 60% threshold for both the targeted levels of revenue and EBITDA performance for

the year, a percentage (ranging on a sliding scale from 40% to 160%) will be applied to one-third of the participant’s PRU award to determine the number of units earned during that year. If we achieve 120% or more of the target level of revenue or EBITDA, the amount earned for that performance element of the award will be 160% of one-third of the initial PRU award. For example, if a named executive officer received an award of 234,000 PRUs, we use revenue and EBITDA as our annual financial goals for each of the three years in the performance period and we achieve (i) 130% of the revenue target and 60% of the EBITDA target in the first year, (ii) 100% of each of the revenue and EBITDA targets in the second year, and (iii) 120% of the revenue target and 55% of the EBITDA target in the third year, the participant would earn (and “bank,” pending application of the TSR modifier) 218,400 PRUs ((160% x 39,000) + (40% x 39,000) + (100% x 39,000) + (100% x 39,000) + (160% x 39,000) + (0 x 39,000)).

     At the end of the three-year performance period, the total units earned, if any, are adjusted by applying a modifier based on our company’s TSR based on stock price changes (using for each year’s awards the 6-month trailing average closing price at the beginning of the year compared to the 6 month trailing average closing price three years later), assuming reinvestment of dividends, relative to the TSR of S&P 600 companies for the three-year period. If our TSR is in the bottom 20th percentile of the S&P 600, the modifier will be zero, and no shares will be released with respect to that three-year performance period. If our TSR is at or above the 80th percentile of S&P 600 companies for the period, the maximum modifier of 150% will apply, and the number of shares released will equal 150% of the number of units earned during the period with respect to annual financial metric performance. If our TSR is between the 20th and 50th percentile of the S&P 600, the modifier will range on a sliding scale between .70 and 1.0. If our TSR is between the 50th and 80th percentile of the S&P 600, the modifier will range on a sliding scale between 1.0 and 1.5. For example, if a participant was credited with 218,400 PRUs at the end of the performance period and our TSR for that three-year period was at the 80th percentile of the S&P 600, a total of 327,600 shares of our common stock would be released to the participant for that period (218,400 x 150% = 327,600).

     To achieve the maximum payout (240% of the initial PRU award), we must achieve the maximum annual financial goals for each of the three years in the relevant performance period and our TSR must meet or exceed the 80th percentile of the TSRs of S&P 600 companies for that period. Award values will reflect changes in stock price (both increases and decreases) over the three-year period because awards are denominated in stock units payable in shares.

     Equity Award Mix. Our compensation committee may in the future adjust the mix of equity award types or approve different awards, such as restricted stock, as part of the overall long-term incentive award. Awards made in connection with a new, extended or expanded employment relationship may involve a different mix of performance and time-vest RSUs, options or other equity-related awards depending on our compensation committee’s assessment of the total compensation package being offered.

     2010 Equity Awards. As indicated above, for 2010 our compensation committee determined to replace stock option grants to executive officers with PRUs. In March 2010, our compensation committee established a total long-term incentive target amount for each executive officer, and awarded 55% of that amount in the form of PRUs, with the remaining amount awarded in the form of RSUs with time-based vesting. This mix of performance-based and time-based awards reflects our compensation committee’s increasing emphasis on pay-for-performance, with both types of awards also providing a measure of retention value, which is also an important component of the committee’s overall executive compensation philosophy.

     At its March 2010 meeting, our compensation committee also set the PRU revenue and EBITDA goals for fiscal 2010. The revenue and EBITDA goals were based on our board-approved 2010 budget for our North America segment (which then represented our entire company), as well as the projected performance of the subsidiaries we purchased from Meadville in the PCB Combination (referred to as the PCB Subsidiaries) during the second, third and fourth fiscal quarters of 2010, as provided to our board by the PCB Subsidiaries and used in connection with the preparation of the fairness opinion rendered by UBS Securities LLC to our board in connection with its approval of the PCB Combination. The target levels associated with the revenue and EBITDA of the PCB Subsidiaries for the second quarter of 2010 were pro-rated to reflect that the PCB Combination was not consummated until April 8, 2010.

     The following table sets forth the estimated value of our 2010 equity awards and the number of time-vest RSUs and PRUs awarded to our executive officers in 2010.

		Dollar Value of RSUs (1)								Number of RSUs (1)
Name		Performance				Time-Vest (2)				Performance				Time-Vest (2)
Kenton K. Alder		$	495,000			$	405,000				46,919				38,389
Chung Tai Keung, Canice			—			$	250,000				—				25,458
Douglas L. Soder		$	300,000			$	250,000				28,436				23,697
Shane S. Whiteside		$	300,000			$	250,000				28,436				23,697
Steven W. Richards		$	250,000			$	200,000				23,697				18,957

     In March 2011, our compensation committee reviewed our 2010 performance relative to the 2010 revenue and EBITDA goals for 2010 and certified performance at approximately 109% and 102% of those targets, respectively. Accordingly, PRU participants were credited with approximately 117% of one-third of the units subject to the 2010 grants.

          2011 Equity Awards. For 2011, our compensation committee determined, as part of its efforts to target total compensation at the 50^th percentile of comparable companies, that the total long-term equity target amount for each executive officer should approximate two times his base salary. In determining target amounts, the committee also considered peer group and survey data, potential dilution, share grant/“burn” rate relative to our company’s outstanding stock, and compensation expense attributable to the awards. The committee also determined to increase the mix of performance-based awards for our chief executive officer relative to time-vest awards. More specifically, our compensation committee awarded our CEO 60% of his total long-term incentive target amount in the form of PRUs (an increase from 55% in 2010), with the remaining amount awarded in the form of RSUs with time-based vesting. The long-term equity awards for our other executive officers were allocated 55% to PRUs and 45% to time-vest RSUs, consistent with the 2010 allocation. Within the first 90 days of our fiscal year, our compensation committee also set the PRU revenue and EBITDA goals for 2011. The goals were based on our board-approved 2011 budget for our company, including both our North American and Asia Pacific segments.

          The following table sets forth the estimated value of our 2011 equity awards and the number of time-vest RSUs and PRUs awarded to our executive officers for 2011.

		Dollar Value of RSUs (1)								Number of RSUs (1)
Name		Performance				Time-Vest (2)				Performance				Time-Vest (2)
Kenton K. Alder		$	875,000			$	585,000				63,776				42,638
Chung Tai Keung, Canice		$	385,000			$	315,000				28,061				22,959
Douglas L. Soder		$	385,000			$	315,000				28,061				22,959
Shane S. Whiteside		$	385,000			$	315,000				28,061				22,959
Steven W. Richards		$	330,000			$	270,000				24,052				19,697

     The annual financial performance goal or goals for 2012 and future years will be established in the first quarter of each of those subsequent years, and may or may not be based on our revenue and/or EBITDA in those years. Whether any units credited under the 2010 and 2011 grants will be paid out in shares at the end of the applicable three-year period will depend on future results and our TSR during that period, neither of which is determinable until the end of the three-year period.

Other Compensation Elements

     Pension and Nonqualified Deferred Compensation. None of our executive officers participate in or have account balances in nonqualified defined contribution plans or other nonqualified deferred compensation plans maintained by us. The compensation committee may elect to provide our executive officers and other employees with nonqualified defined contribution or other nonqualified deferred compensation benefits in the future if the Committee determines that doing so is in our best interests.

     Other Compensation. All of our executive officers are eligible to participate in our employee benefit plans, including medical, dental, life insurance, and 401(k) plans. These plans are available to all of our employees and do not discriminate in favor of executive officers. It is generally our policy to not extend significant perquisites to executives that are not broadly available to our other employees. In designing these elements, we seek to provide an overall level of benefits that is competitive with that offered by similarly situated companies in the markets in which we operate based upon our general understanding of industry practice.

     Employment Agreements. We maintain an employment agreement with Mr. Alder that is described under “Employment Agreements with Named Executive Officers.” The compensation committee determined that the compensation package provided under this agreement was fair and reasonable on the basis of its assessment of comparable compensation opportunities available to our chief executive officer.

     Severance Payments due Upon Termination and/or a Change in Control. We currently provide for the accelerated vesting of stock options and RSUs that otherwise would have vested during the one-year period beginning on the date of consummation of any “change in control.” In addition, we provide for accelerated vesting of all stock options and restricted stock units in the event of a “change in control” and subsequent termination of employment without “cause” within twelve months thereof.

     The compensation committee believes that for senior executives, including our executive officers, accelerated vesting of stock options and RSUs in the event of a change in control is generally appropriate because in some change in control situations, equity of the target company is cancelled, making immediate acceleration necessary in order to preserve the value of the award. In addition, as previously discussed, we rely primarily on incentive awards to provide our named executive officers with the opportunity to accumulate substantial resources to fund their retirement income, and our compensation committee believes that a change in control event is an appropriate liquidation point for awards designed for such purpose. We also believe that it is appropriate to require a termination of employment within one year following a change in control before full vesting is accelerated. We presume that such a termination would likely be due to the change in control and not the employee’s performance and therefore the award should be earned. For executives not terminated within one year of a change in control, the executives would continue to vest in their awards as they contribute to the success of the surviving company.

     In addition, consistent with customary practice in our North America segment, four of our executive officers would receive cash severance in certain circumstances that result in termination of employment. These payments are intended to provide a level of transition assistance in the event of an involuntary termination of employment and to keep executives focused on our business rather than their personal circumstances. In March 2010, our board of directors approved an amendment to Mr. Alder’s employment agreement to increase the severance payment payable to him in connection with change in control-related involuntary terminations of employment from 18 months of continued base salary payments to a lump sum payment equal to three (3) times the sum of Mr. Alder’s then base salary plus his “Target Bonus” (the bonus an executive would have received with respect to the year in which he was terminated assuming achievement of 100% of the performance target level(s) associated with such bonus). Mr. Alder’s severance payment for other involuntary terminations was increased from 18 months of continued base salary payments to a lump sum payment equal to two (2) times the sum of Mr. Alder’s then base salary and Target Bonus. Our board also approved a new executive change in control severance agreement that we entered into with each of our other then executive officers, increasing each officer’s change in

control lump sum severance payment to two (2) times the executive’s then base salary and Target Bonus. The compensation committee believes these provisions are fair and reasonable based on its understanding of market practices among industry competitors noted above and within the broader environment of technology companies and similarly sized businesses.

     Calculations of the payments due to our named executive officers upon certain terminations of employment and/or in connection with a change in control are set forth under “Potential Payments upon Termination or Change in Control.” We believe these severance benefits are an essential element of our compensation package for executive officers and assist us in recruiting and retaining talented individuals. In addition, we believe that it is more equitable to offer severance benefits based on a standard formula determined as a multiple of base pay and incentive bonus opportunity because severance often serves as a bridge when employment is involuntarily terminated, and should therefore not be affected by other, longer-term compensation arrangements. As a result, and consistent with the practice of most of our peer companies, other compensation decisions are not generally based on the existence of this severance protection.

Approval Process for Equity Grants

     Executives and other employees receive long-term equity awards pursuant to the terms of the 2006 Incentive Compensation Plan, or the 2006 Plan. Awards may also be granted outside of the 2006 Plan to the extent those grants are permitted by the Nasdaq rules. Our compensation committee administers the 2006 Plan and establishes the rules for all awards granted thereunder, including grant guidelines, vesting schedules, and other provisions. The compensation committee reviews these rules from time to time and considers, among other things, the interests of the stockholders, market conditions, information provided by our compensation consultants and legal advisors, performance objectives, and recommendations made by our chief executive officer.

     Our compensation committee reviews awards for all employees. The compensation committee has established a process in which our compensation committee reviews the recommendations of our chief executive officer for executives (other than himself) and other employees, modifies the proposed grants in certain circumstances, and approves the awards effective as of the date of its approval.

     We have no practice of timing grants of stock options or RSUs to coordinate with the release of material non-public information, and we have not timed the release of material non-public information for the purpose of affecting the value of named executive officer compensation. In addition, our practice of calculating equity awards based on the six-month trailing average closing price of our common stock mitigates the effects of both our stock price volatility and the impact of grant timing.

Impact of Tax and Accounting

     As a general matter, our compensation committee takes into account the various tax and accounting implications of the compensation vehicles employed by us. In this regard, the fact that the accounting treatment aligns more closely with the payouts was among the factors considered in adopting the PRU Program and in eliminating the grant of stock options to executive officers in 2010. However, while structuring compensation programs that result in more favorable tax and financial reporting treatment is a general principle, our compensation committee balances these goals with other business needs that may be inconsistent with obtaining the most favorable tax and accounting treatment for each component of compensation.

     Deductibility. Section 162(m) of the Code does not permit publicly traded companies to take income tax deductions for compensation paid to our chief executive officer and certain other executive officers to the extent that compensation exceeds $1 million per officer in any taxable year and does not otherwise qualify as performance- based compensation. The 2006 Plan is structured so that the compensation deemed paid to an executive officer in connection with PRUs and the exercise of stock options granted under the 2006 Plan should qualify as performance-based compensation not subject to the $1 million limitation. Our time-vest RSUs are not considered performance-based under the Section 162(m) rules. Accordingly, amounts of compensation related to those time-vest RSUs held by our executive officers may not be fully deductible (depending on the value of our stock and the amount of other nonperformance-based compensation an officer has during the year in which any portion of the RSU vests).

     The compensation committee will continue to consider steps that might be in our best interests to comply with Section 162(m) of the Code. However, in establishing the cash and equity incentive compensation programs for our executive officers, our compensation committee believes that the potential deductibility of the compensation payable under those programs should be only one of a number of relevant factors taken into consideration, and not the sole or primary factor. The compensation committee believes that cash and equity incentive compensation must be maintained at the requisite level to attract and retain the executive officers essential to our financial success, even if all or part of that compensation may not be deductible by reason of the limitations of Section 162(m) of the Code.

     Tax Implications for Officers. Section 409A of the Internal Revenue Code imposes additional income taxes on executive officers for certain types of deferred compensation that do not comply with Section 409A. We attempt in good faith to structure compensation so that it either conforms with the requirements of or qualifies for an exception under Code Section 409A. Section 280G of the Internal Revenue Code imposes an excise tax on payments to executives of severance or change of control compensation that exceed the levels specified in the Section 280G rules. Our executive officers could receive the amounts shown in the section entitled “Potential Payments Upon Termination or Change in Control” (beginning on page 41 below) as severance or change of control payments that could trigger this excise tax. We do not offer our officers as part of their change of control benefits any gross ups related to this excise tax under Code Section 4999.

     Accounting Considerations. When determining amounts of long-term incentive grants to executives and employees, our compensation committee examines the accounting cost associated with the grants. Under Financial Accounting Standards Board Accounting Standards Codification (ASC) Topic 718, Compensation — Stock Compensation, grants of stock options and restricted stock units result in an accounting charge for us equal to the grant date fair value of those securities. For time-vest RSUs, the accounting cost is generally equal to the fair market value of the underlying shares of common stock on the date of the award. The cost is then amortized over the requisite service period. For PRUs, the accounting cost is calculated using a Monte Carlo simulation model. With respect to stock options, we calculate the grant date fair value based on the Black-Scholes formula with an adjustment for possible forfeitures and amortize that value as compensation expense over the vesting period. Our compensation committee believes that the many advantages of equity compensation, as discussed above, more than compensate for the non-cash accounting expense associated with them.

     Financial Restatements. Our compensation committee does not currently have an established practice regarding the adjustment or recovery of awards or payments if the relevant performance measures upon which they are based are restated or otherwise adjusted in a manner that would reduce the size of an award or payment. However, in connection with the implementation of rules under the Dodd-Frank Act, the committee expects that in the future it will establish mechanisms to recover incentive compensation in the event of a financial restatement or similar event.

COMPENSATION COMMITTEE REPORT

The material in this report is not “soliciting material,” is not deemed “filed” with the SEC, and is not to be incorporated by reference into any filing of the company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

Our compensation committee has reviewed and discussed with management the Compensation Discussion and Analysis included in this proxy statement. Based on such review and discussion, the compensation committee recommended to our board of directors, and our board of directors approved, that the Compensation Discussion and Analysis be included in this proxy statement.

Thomas T. Edman, Chairman
Robert E. Klatell
John G. Mayer
Ronald W. Iverson

Compensation Committee Interlocks and Insider Participation

     During the fiscal year ended December 31, 2010, our compensation committee consisted of Messrs. Edman, Klatell, Mayer and, commencing July 8, 2010, Iverson. None of these individuals had any contractual or

other relationships with us during such fiscal year except as directors. No interlocking relationship exists between any member of our compensation committee and any member of any other company’s board of directors or compensation committee.

EXECUTIVE COMPENSATION

Fiscal Year 2010 Summary Compensation Table

     The following table sets forth compensation information for our named executive officers.

												Non-
												Equity
												Incentive		All
												Plan		Other
Name and								Stock		Option		Compen-		Compen-
Principal Position		Year		Salary		Bonus		Awards(1)		Awards(2)		sation(3)		sation(4)		Total
Kenton K. Alder		2010		$600,615		—		$535,564		—		$1,142,391		$9,800		$2,288,370
Chief Executive Officer,		2009		$586,000		—		$342,504		$247,669		$324,058		$9,800		$1,510,031
President, and Director		2008		$590,769		—		$555,000		$340,540		$703,200		$9,200		$2,198,709
Chung Tai Keung, Canice Chief Executive Officer of Asia Pacific Region		2010		$254,826(5)		$614,156(6)		$253,816		—		—		$183,011		$1,305,809
Douglas L. Soder		2010		$352,692		—		$328,529		—		$415,794		$9,800		$1,106,815
Executive Vice President(7)		2009		$345,000		—		$169,763		$99,068		$149,903		$9,200		$772,934
		2008		$354,231		$150,000		$266,400		$136,216		$301,513		$9,200		$1,217,560
Shane S. Whiteside		2010		$352,692		—		$328,529		—		$415,794		$9,800		$1,106,815
Executive Vice President		2009		$345,000		—		$169,763		$99,068		$149,903		$8,449		$772,183
and Chief Operating Officer		2008		$351,539		—		$266,400		$136,216		$301,875		$8,431		$1,064,460
Steven W. Richards		2010		$303,077		—		$266,552		—		$363,088		$9,800		$942,517
Chief Financial Officer,		2009		$280,000		—		$169,763		$99,068		$121,660		$9,382		$679,873
Executive Vice President, and Secretary		2008		$288,077		—		$266,400		$136,216		$240,198		$9,200		$940,091

Name		Value at 240% Performance
Kenton K. Alder		$	1,029,219
Steven W. Richards		$	519,819
Douglas L. Soder		$	623,768
Shane S. Whiteside		$	623,768

		For the actual number of PRUs earned for the 2010 performance period, see the “Outstanding Equity Awards at Fiscal Year-End” table.
(2)		Amounts shown reflect the fair value at the date of grant. The value is calculated in accordance with ASC Topic 718, Compensation — Stock Compensation. Pursuant to SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. For a discussion of valuation

		assumptions used in determining the grant date fair value of the awards, see Note 14 to our 2010 consolidated financial statements, included in our annual report on Form 10-K filed with the SEC. None of our named executive officers received a stock option grant in 2010.
(3)		Amounts represent bonuses paid based on achievement of individual and company performance criteria for each year shown. These bonuses were earned in such fiscal year, but not paid until the next fiscal year.
(4)		Amounts represent matching contributions by us to our 401(k) plan to Messrs. Alder, Richards, Soder, and Whiteside. The amount for Mr. Chung represents (i) a housing allowance of $162,162, and (ii) contributions by us in the amount of $20,849 to the Mandatory Provident Fund, a saving program for the retirement of residents in Hong Kong.
(5)		Mr. Chung became the Chief Executive Officer of our Asia Pacific operations upon the closing of the PCB Combination in April 2010. The amount reported above in the “Salary” column reflects Mr. Chung’s salary from April 1, 2010 through December 31, 2010. The cash amounts paid to Mr. Chung were paid in HKD and converted to U.S. Dollars using an exchange rate of 0.1287 HKD per U.S. Dollar.
(6)		Represents (i) a guaranteed bonus of $92,664 paid in January 2011 in recognition of the Chinese New Year, (ii) a bonus equal to $32,432 paid in March 2011 pursuant to a three-year compensation package agreement in principle reached in 2010 in connection with the PCB Combination, and (iii) a discretionary bonus of $489,060 paid in April 2011 in recognition of the financial performance of our Asia Pacific Region in fiscal 2010.
(7)		Mr. Soder received retention bonuses of $150,000 in 2008.

Fiscal Year 2010 Grants of Plan-Based Awards

     The following table provides information on awards granted under our annual management incentive plan for fiscal 2010 and awards of PRUs and awards of time-based RSUs granted as part of fiscal 2010 long-term incentive compensation.

																														All Other
																														Stock
																														Awards:
																														Number				Grant-Date
						Estimated Future Payouts Under												Estimated Future Payouts Under												of Shares				Fair Value of
		Grant				Non-Equity Incentive Plan Awards (1)												Equity Incentive Plan Awards (2)												of Stock				Stock
Name		Date				Threshold				Target				Maximum				Threshold				Target				Maximum				or Units (3)				Awards (4)
Kenton K. Alder Incentive Bonus						$	60,500			$	574,750			$	1,391,500
PRU			3/25/2010																13,137				46,919				112,606							$	184,689
RSU			3/25/2010																												38,389			$	350,875
Chung Tai Keung, Canice Incentive Bonus RSU			10/14/2010																												25,458			$	253,816
Douglas L. Soder Incentive Bonus						$	35,500			$	230,750			$	497,000
PRU			3/25/2010																7,962				28,436				68,246							$	111,938
RSU			3/25/2010																												23,697			$	216,591
Shane S. Whiteside Incentive Bonus						$	35,500			$	230,750			$	497,000
PRU			3/25/2010																7,962				28,436				68,246							$	111,938
RSU			3/25/2010																												23,697			$	216,591
Steven W. Richards Incentive Bonus						$	31,000			$	201,500			$	434,000
PRU			3/25/2010																6,635				23,697				56,873							$	93,285
RSU			3/25/2010																												18,957			$	173,267

Employment Agreements with Named Executive Officers

     Effective March 19, 2010, our board of directors approved a Restated Employment Agreement with Mr. Alder (referred to as the Restated Employment Agreement), which supersedes his prior employment agreement. Pursuant to the Restated Employment Agreement, Mr. Alder will continue to serve as our President and Chief Executive Officer for an initial term expiring on the third anniversary of the Restated Employment Agreement, which initial term will be automatically renewed for additional one-year terms unless timely notice of non-renewal is given by either us or Mr. Alder. The Restated Employment Agreement provides that Mr. Alder will receive a base salary of $605,000, which may be increased from time to time at the discretion of our board of directors. In addition, the Restated Employment Agreement provides that, in the event we terminate Mr. Alder’s employment without cause or Mr. Alder terminates his employment for good reason, we must provide to Mr. Alder certain severance benefits. These severance benefits are discussed in more detail below under “Potential Payments upon Termination or Change in Control.” The Restated Employment Agreement further imposes certain non-competition and non-solicitation obligations on Mr. Alder in the event his employment with our company is terminated prior to the expiration of the term of the Restated Employment Agreement. Such non-competition and non-solicitation obligations will remain in effect for the longer of (1) a period of 12 months following termination or (2) the period during which we are required to pay severance to Mr. Alder under the Restated Employment Agreement.

     Effective March 19, 2010, our board of directors approved an Executive Change in Control Severance Agreement (referred to as the Severance Agreement) with each of Steven W. Richards, Shane S. Whiteside, and Douglas L. Soder. The terms of the Severance Agreement are described below under “Potential Payments upon Termination or Change in Control.” The Severance Agreement supersedes the previous change in control severance agreements executed on December 1, 2005 between our company and each of Mr. Richards and Mr. Whiteside, and in the case of Mr. Soder, the Severance Agreement supersedes the severance provisions set forth in his October 2006 employment offer letter.

Outstanding Equity Awards at Fiscal Year-End 2010

     The following table sets forth the outstanding equity awards held by our named executive officers as of December 31, 2010.

																		Stock Awards
																														Equity
																										Equity				Incentive
																										Incentive				Plan
																										Plan				Awards:
																										Awards:				Market
																						Market				Number of				Value of
																						Value of				Unearned				Unearned
		Option Awards																Number of				Shares or				Shares, Units				Shares, Units
		Number of Securities																Shares or				Units of				or Other				or Other
		Underlying Unexercised								Option				Option				Units of Stock				Stock That				Rights that				Rights That
		Options								Exercise				Expiration				that have Not				Have Not				Have Not				Have Not
Name		Exercisable				Unexercisable				Price				Date				Vested				Vested (1)				Vested (2)				Vested (1)
Kenton K. Alder			25,000				—			$	10.15				3/11/2012
			20,177				—			$	2.76				12/30/2012
			210,000				—			$	13.68				12/17/2013
			17,375				—			$	8.98				1/27/2015
			17,375				—			$	7.77				5/5/2015
			17,375				—			$	6.86				8/3/2015
			17,375				—			$	8.67				11/3/2015
			17,375				—			$	12.97				2/14/2016
			29,208				—			$	16.82				5/4/2016
			29,208				—			$	10.58				8/1/2016
			29,209				—			$	11.71				11/1/2016
			33,334				16,666	(3)		$	11.10				2/13/2018
			4,167				8,333	(4)		$	5.78				2/12/2019
			4,167				8,333	(5)		$	7.85				5/7/2019
			4,167				8,333	(6)		$	10.97				8/5/2019
			4,167				8,333	(7)		$	11.35				11/5/2019
			—				—				—				—				16,666	(8)		$	248,657
			—				—				—				—				52,612	(9)		$	784,971
			—				—				—				—				38,389	(10)		$	572,764
			—				—				—				—												49,547			$	739,241
Chung Tai Keung, Canice			—				—				—				—				25,458	(11)		$	379,833
Douglas L. Soder			60,000				—			$	11.71				11/1/2016
			13,334				6,666	(3)		$	11.10				2/13/2018
			1,667				3,333	(4)		$	5.78				2/12/2019
			1,667				3,333	(5)		$	7.85				5/7/2019
			1,667				3,333	(6)		$	10.97				8/5/2019
			1,667				3,333	(7)		$	11.35				11/5/2019
			—				—				—				—				8,000	(8)		$	119,360
			—				—				—				—				26,077	(9)		$	389,069
			—				—				—				—				23,697	(10)		$	353,559
			—				—				—				—												30,028			$	448,018
Shane S. Whiteside			110,000				—			$	13.68				12/17/2013
			9,500				—			$	12.97				2/14/2016
			16,833				—			$	16.82				5/4/2016
			16,834				—			$	11.71				11/1/2016
			13,334				6,666	(3)		$	11.10				2/13/2018
			—				3,333	(4)		$	5.78				2/12/2019
			—				3,333	(5)		$	7.85				5/7/2019
			1,667				3,333	(6)		$	10.97				8/5/2019
			1,667				3,333	(7)		$	11.35				11/15/2910
			—				—				—				—				8,000	(8)		$	119,360
			—				—				—				—				26,077	(9)		$	389,069
			—				—				—				—				23,697	(10)		$	353,559
			—				—				—				—												30,028			$	448,018

																		Stock Awards
																														Equity
																										Equity				Incentive
																										Incentive				Plan
																										Plan				Awards:
																										Awards:				Market
																						Market				Number of				Value of
																						Value of				Unearned				Unearned
		Option Awards																Number of				Shares or				Shares, Units				Shares, Units
		Number of Securities																Shares or				Units of				or Other				or Other
		Underlying Unexercised								Option				Option				Units of Stock				Stock That				Rights that				Rights That
		Options								Exercise				Expiration				that have Not				Have Not				Have Not				Have Not
Name		Exercisable				Unexercisable				Price				Date				Vested				Vested (1)				Vested (2)				Vested (1)
Steven W. Richards			4,800				—			$	10.15				3/11/2012
			40,000				—			$	13.68				12/17/2013
			3,562				—			$	7.77				5/5/2015
			3,562				—			$	6.86				8/3/2015
			4,750				—			$	8.67				11/3/2015
			9,500				—			$	12.97				2/14/2016
			16,833				—			$	16.82				5/4/2016
			16,833				—			$	10.58				8/1/2016
			16,834				—			$	11.71				11/1/2016
			13,334				6,666	(3)		$	11.10				2/13/2018
			1,667				3,333	(4)		$	5.78				2/12/2019
			1,667				3,333	(5)		$	7.85				5/7/2019
			1,667				3,333	(6)		$	10.97				8/5/2019
			1,667				3,333	(7)		$	11.35				11/5/2019
			—				—				—				—				8,000	(8)		$	119,360
			—				—				—				—				26,077	(9)		$	389,069
			—				—				—				—				18,957	(10)		$	282,838
			—				—				—				—												25,024			$	373,358