Amended and Restated Stock Incentive Plan

One June 3, 2009, the stockholders of ATC Technology Corporation approved amendments to, and the restatement of, our 2006 Stock Incentive Plan (the "Plan") to:

• increase the maximum number of shares authorized for issuance under the Plan from 1,100,000 to 2,000,000;

• extend the term of the Plan from May 31, 2016 to May 31, 2019;

• increase the number of shares issuable under the Plan for full value awards, such as restricted stock, from 750,000 to 1,500,000;

• modify Section 15 of the Plan to delete references to the deferral of cash or stock in connection with stock options as such deferrals are no longer permitted under applicable law;

• add a new Section 21.17 to the Plan to comply with Section 409a of the Internal Revenue Code, which was enacted after the Plan was first adopted; and

• make certain nonsubstantive changes to the Plan.

Stock Awards to Executive Officers

On June 2, 2009, the Compensation and Nominating Committee of the Board of
Directors of ATC Technology Corporation granted shares of restricted stock and
stock options under our Stock Incentive Plans to our principal financial officer
and certain named executive officers, effective as of June 3, 2009, as follows:

                                           Number of       Number of
                                           Shares of     Stock Options
                                           Restricted
                                             Stock
             Ashoka                             8,750           26,250
             Achuthan
             Antony                             8,750           26,250
             Francis
             John M.                            3,938           11,812
             Pinkerton

On June 3, 2009, our Board of Directors granted 30,000 shares of restricted stock and 90,000 stock options under our Stock Incentive Plans to our Chief Executive Officer, Todd R. Peters.

The restricted stock granted to our executive officers vests in one-third increments on each of June 3, 2010, 2011 and 2012. No consideration was paid for the restricted stock. The options granted to our executive officers vest and become exercisable in one-third increments on each of June 3, 2010, 2011 and 2012 and expire on June 3, 2019. The option exercise price is $15.01 (the closing price of our stock on the Nasdaq Global Market System on June 3, 2009).

Stock Awards to Independent Directors

On June 3, 2009, our Board of Directors granted 2,000 shares of restricted stock and 6,000 stock options under our Stock Incentive Plans to each of our independent directors: Robert L. Evans, Curtland E. Fields, Dr. Michael J. Hartnett, Michael D. Jordan, S. Lawrence Prendergast and Edward Stewart. The restricted stock vests in one-third increments on each of June 3, 2010, 2011 and 2012. No consideration was paid for the restricted stock. The options vest and become exercisable in one-third increments on each of June 3, 2010, 2011 and 2012 and expire on June 3, 2019. The option exercise price is $15.01 (the closing price of our stock on the Nasdaq Global Market System on June 3, 2009).