[1]

Long-term performance shares were awarded to officers and other key employees. Payouts will be based upon the attainment of the applicable bonus percentage calculated under the Company’s profit-sharing incentive bonus plan as applied to a potential share award made and approved by the Compensation and Governance Committee of the Board. Under these awards granted, a number of shares will be issued to each participant based upon a combination of the bonus attainment percentage component above, adjusted to a three-year average bonus percentage, and a growth attainment component, which is the Company’s growth in sales revenue based on comparison of its three-year compounded annual growth rate (“CAGR”) with the Electronics Manufacturing Services Industry’s three-year CAGR. The long-term performance shares awarded are based on three successive annual performance measurement periods, with each annual tranche having a grant date when economic profit tiers are established and approved by the Compensation and Governance Committee of the Board near the beginning of the applicable fiscal year and a vesting date shortly after the end of each annual period. The number of shares issued will be less than the maximum shares issuable if one or both of the above-mentioned incentive metric maximum thresholds are not obtained.

[2]

The grant date fair value is based on the stock price at the date of the award and for long-term performance shares is applicable to the first tranche only.

[3]

Deferred share units were awarded to non-employee members of the Board as compensation for the portion of director’s annual retainer fees resulting from their elections to receive deferred share units in lieu of cash payment or unrestricted shares. Director’s fees are expensed over the period that directors earn the compensation. Deferred share units are participating securities and are payable in common stock in a lump sum or installments in accordance with deferral elections upon a Director’s retirement or termination from the Board or death.

[4]

Unrestricted shares were awarded to a non-employee member of the Board as compensation for the portion of director’s annual retainer fees resulting from their election to receive unrestricted shares in lieu of cash payment or deferred share units. Director’s fees are expensed over the period that directors earn the compensation. Unrestricted shares do not have vesting periods, holding periods, restrictions on sales, or other restrictions.

[5]

Restricted share units (“RSUs”) were awarded to new key employees. The contractual life of the RSUs is one year or less, from date of hire. RSUs are participating securities and upon vesting, the outstanding number of RSUs are converted to shares of common stock. RSUs are expensed over the contractual vesting period as earned. If the employment of a holder of an RSU terminates before the RSU has vested for any reason other than death, retirement, or total permanent disability, the RSU will be forfeited.