EXHIBIT 10.5

Exhibit 10.5


EMPLOYMENT AGREEMENT
--------------------

This Agreement is made as of the 3rd day of August, 2000, between TTM
TECHNOLOGIES, INC. (formerly known as Pacific Circuits, Inc.), a Washington
corporation (the "COMPANY"), and KENTON K. ALDER (the "EXECUTIVE").

PRELIMINARY STATEMENTS:

A. The Executive serves as President and Chief Executive Officer of
the Company.

B. The Company wishes to continue to retain the services of the
Executive as President and Chief Executive Officer of the Company, on the
terms and subject to the conditions hereinafter set forth.

B. The Executive is willing to make his services available to the
Company, on the terms and subject to the conditions hereinafter set forth.

AGREEMENT:

NOW THEREFORE, in consideration of (i) the Executive's employment and
continued employment with the Company, (ii) the compensation paid to the
Executive and the benefits provided to the Executive in connection with such
employment, (iii) the Executive's use of the equipment, supplies, facilities
and other resources of the Company and its Subsidiaries and Affiliates and
(iv) the opportunity provided to the Executive by the Company to acquire or
use information relating to or based on the business of the Company and its
Subsidiaries and Affiliates and to work and develop in the field for which
the Executive is employed, and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties hereto
agree as follows:

1. INTERPRETATION OF THIS AGREEMENT.

(a) DEFINED TERMS. As used herein, the following terms when used in
this Agreement have the meanings set forth below:

"AFFILIATE" has the meaning set forth in Rule 12b-2 of the
regulations promulgated under the Securities Exchange Act of 1934, as amended.

"BASE SALARY" shall have the meaning given to it under Section 2(b)
below.

"BOARD" means the Board of Directors of the Company.

"CAUSE" means any of the following: (i) the Executive's
conviction of, or entry of a plea of no contest with respect to a felony, or
other crime involving moral turpitude, (ii) the commission by the Executive
of any other material act of fraud or intentional dishonesty with respect

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to the Company or any of its Subsidiaries or Affiliates, (iii) a material
breach by the Executive of his fiduciary duties to the Company or any of its
Subsidiaries in a manner which results in a material financial or
reputational loss to the Company or any of its Subsidiaries, (iv) failure by
the Executive to perform in a material manner his properly assigned duties
after at least one written warning specifically advising him of such failure
and providing him with 10 days to resume performance in accordance with his
assigned duties or (v) any breach by the Executive of (A) any of the material
terms of this Agreement (including without limitation Sections 3, 4, 5, 6 or 7
hereof), or (B) the Shareholders' Agreement or the Stock Option Agreement.
Notwithstanding any provision of this Agreement which may be to the contrary,
(x) the Executive will not be deemed to have been terminated for Cause unless
and until there is delivered to him a copy of a resolution duly adopted by
the affirmative vote of not less than a majority of the entire membership of
the Board (excluding the Executive if he is a member of the Board) at a
meeting of the Board (after reasonable notice to the Executive and an
opportunity for the Executive to be heard before the Board), finding that in
the opinion of the Board the Executive was guilty of conduct set forth above
in the preceding sentence and specifying the particulars thereof in
reasonable detail and (y) if the Company so requests in the notice referred
to in the immediately preceding parenthetical phrase, the Executive shall not
enter upon the premises of the Company or any of its Subsidiaries or
Affiliates unless and until the Board shall have determined not to terminate
the Executive's employment for Cause (and during such period the Executive
shall continue to be entitled to receive his compensation and benefits
hereunder).

"CHANGE IN CONTROL" means (i) the closing of a transaction the
result of which is that holders of the Common Stock prior to the transaction
or any of their Affiliates cease to hold, directly or indirectly, a majority
of the Common Stock or a majority of the voting securities of any other
entity succeeding to the Company's business and assets, (ii) a sale of 50% or
more of the Common Stock (other than a sale to an Affiliate), (iii) the
accumulation of a majority of the Common Stock by any Person who is not an
Affiliate of the stockholders of the Company or (iv) a change in the
composition of the Board so that a majority is not elected by the
stockholders of the Company as of the date of this Agreement or their
Affiliates; PROVIDED, HOWEVER, that in no event shall a sale of Common Stock
by the Company through a public offering of Common Stock registered under the
Securities Act of 1933, as amended, be deemed to constitute a Change in
Control.

"COMMON STOCK" means the Company's authorized common stock, no par
value.

"COMPANY" shall have the meaning given to it in the first sentence
of this Agreement.

"COMPANY INFORMATION" means Confidential Information and Trade
Secrets.

"CONFIDENTIAL INFORMATION" means confidential data and confidential
information relating to the business of the Company or any of its
Subsidiaries or Affiliates (which does not rise to the status of a Trade
Secret under applicable law) which is or has been disclosed to the Executive
or of which the Executive became aware as a consequence of or through his
employment with the Company and which has economic value, actual or
potential, to the Company or any of its Subsidiaries or Affiliates and is not
generally known to the competitors of the Company or any of

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its Subsidiaries or Affiliates. Confidential Information does not include any
data or information that (i) is publicly disclosed by law or in response to
an order of a court of competent jurisdiction or governmental agency, (ii)
becomes publicly available through no fault of the Executive, (iii) becomes
known to the Executive from a source outside the scope of his employment with
the Company and its Subsidiaries not known to the Executive to be bound by a
confidentiality agreement with respect to such information or (iv) has been
published in a form generally available to the public prior to the date the
Executive proposes to disclose or use such information. Information will not
be deemed to have been published merely because individual portions of the
information have been separately published, but only if all material features
comprising such information have been published in combination.

"DISABILITY" means the Executive becomes incapacitated due to
physical or mental illness and, in the good faith determination of the Board,
is unable to perform his assigned duties and responsibilities and such
condition continues, or, in the opinion of a physician selected by the Board,
is reasonably likely to continue, for six consecutive months or for periods
aggregating six months during any twelve-month period.

"EMPLOYMENT PERIOD" shall have the meaning given to it in Section
2(a) below.

"EXECUTIVE" shall have the meaning given to it in the first sentence
of this Agreement.

"GOOD REASON" means, without the Executive's express written
consent, (i) a materially adverse alteration in the nature or status of the
Executive's responsibilities, (ii) a reduction by the Company in the
Executive's annual base salary, (iii) the failure by the Company to continue
to provide the Executive with benefits substantially similar to those enjoyed
by him under any of the Company's retirement, life insurance, medical,
dental, accident or disability plans in which he is participating as of the
date of this Agreement (or, in the event of the Executive's resignation at
any time following the occurrence of a Change in Control, as of the time
immediately preceding such Change in Control), or the taking of any action by
the Company which would directly or indirectly materially reduce such
benefits, taken as a whole, (iv) the failure of the Company to obtain a
satisfactory agreement from any successor to assume and agree to perform this
Agreement or (v) a breach by the Company of any of the material terms of this
Agreement.

"NOTICE OF TERMINATION" shall have the meaning given to it in
Section 2(a) below.

"PERSON" means an individual, a partnership, a corporation, a
limited liability company, an association, a joint stock company, a trust, a
joint venture, an unincorporated organization or a governmental entity (or
any department, agency or political subdivision thereof).

"SHAREHOLDERS' AGREEMENT" means the Amended and Restated
Shareholders Agreement, dated as of July 13, 1999, among the Company and its
stockholders, to which the Executive is a party.

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"STOCK OPTION AGREEMENTS" means the (i) the Management Stock Option
Agreement, dated as of August 9, 1999, between the Company and the Executive
and (ii) the Amended and Restated Management Stock Option Agreement, dated as
of October 21, 1999, between the Company and the Executive, pursuant to which
the Executive has been granted options to purchase shares of the Company's
capital stock.

"SUBSIDIARY" when used with respect to any Person means any other
Person, whether incorporated or unincorporated, of which (i) more than 50% of
the securities or other ownership interests or (ii) securities or other
interests having by their terms ordinary voting power to elect more than 50%
of the board of directors or others performing similar functions with respect
to such corporation or other organization, is directly owned or controlled by
such Person or by any one or more of its Subsidiaries.

"TERMINATION DATE" shall have the meaning given to it in
Section 2(a) below.

"TRADE SECRETS" means information of the Company or any of its
Subsidiaries or Affiliates including, but not limited to, technical or
nontechnical data, formulas, patterns, compilations, programs, financial
data, financial plans, product or service plans or lists of actual or
potential customers or suppliers which (i) derives economic value, actual or
potential, from not being generally known to, and not being readily
ascertainable by proper means by, other persons who can obtain economic value
from its disclosure or use, and (ii) is the subject of efforts that are
reasonable under the circumstances to maintain its secrecy.

(b) INTERPRETATION. The words "HEREIN," "HEREOF," "HEREUNDER"
and other words of similar import refer to this Agreement as a whole, as the
same from time to time may be amended or supplemented and not any particular
section, paragraph, subparagraph or clause contained in this Agreement.
Wherever from the context it appears appropriate, each term stated in either
the singular or plural shall include the singular and the plural, and
pronouns stated in masculine, feminine or neuter gender shall include the
masculine, feminine and the neuter.

2. EMPLOYMENT.

(a) DURATION. The Company agrees to employ the Executive and the
Executive accepts such employment for the period beginning on the date hereof
and ending upon the first to occur of (i) the third anniversary of the date
hereof, (ii) the date specified in a Notice of Termination given by the
Executive in connection with his resignation (which, (A) in the case of
resignation for Good Reason shall be not less than 30 days from the date such
Notice of Termination is given and (B) in the case of resignation for any
other reason, shall not be less than 90 days from the date such Notice of
Termination is given), (iii) the date on which the Executive's employment is
terminated for Cause, (iv) the date specified in a Notice of Termination
given by the Company at any time stating that the Board has determined that
the Executive shall be terminated without Cause (termination pursuant to this
clause (iv) is sometimes referred to in this Agreement as "TERMINATION
WITHOUT CAUSE"), (v) the date of the Executive's death, or (vi) the date
specified in a Notice of Termination given by the Company in connection with
a termination of the Executive's employment by reason of his Disability. For
purposes of this Agreement, the term "EMPLOYMENT PERIOD" shall

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mean such period of employment and the term "TERMINATION DATE" shall mean the
date on which the Executive's employment with the Company is terminated for
any reason. Subject to the last sentence contained in the definition of
"Cause", above, any purported termination of the Executive's employment by
the Company or by the Executive shall be communicated by written Notice of
Termination to the other party hereto in accordance with Section 8 below,
which notice shall indicate the specific termination provision in this
Section 2(a) relied upon (and, in the case of the Executive's resignation for
Good Reason, shall set forth in reasonable detail the facts and circumstances
claimed to provide a basis for termination of the Executive's employment for
Good Reason ) (a "NOTICE OF TERMINATION").

(b) SALARY AND BENEFITS. During the Employment Period, in
consideration for the Executive agreeing to devote his full business time and
attention to the affairs of the Company, the Company will pay the Executive a
base salary at the rate of $250,000 per annum or at such higher rate as the
Board designates in its sole discretion from time to time ("BASE SALARY"),
payable in installments consistent with the Company's normal payroll
schedule, subject to applicable withholding and other taxes. In addition to
the Base Salary payable to Executive pursuant to this Section 2(b), the
Executive will be entitled to the following benefits during the Employment
Period:

(i) the Executive will be entitled to participate in all medical
and hospitalization, group life insurance, and any and all other fringe
benefit plans as are from time to time provided by the Company to its
executives;

(ii) the Executive will be entitled to a maximum of four weeks
vacation each year with salary; PROVIDED, HOWEVER, that in no event may a
vacation be taken at a time when to do so could, in the reasonable judgment
of the Chairman of the Board, adversely affect the business of the Company
and its Subsidiaries; and

(iii) the Executive will be entitled to reimbursement for
reasonable business expenses (excluding commuting expenses) incurred by the
Executive (subject to submission of appropriate substantiation by the
Executive).

The Executive's accrual of or participation in plans providing for benefits
will cease on the Termination Date, and the Executive will be entitled to
accrued benefits pursuant to such plans only as provided in such plans or as
required by law; PROVIDED, HOWEVER, that the Executive will receive, in
addition to his severance pay pursuant to Section 2(d) below, the amount of
any accrued benefits in respect of vacation, holiday, sick leave, or other
leave unused as of the Termination Date.

(c) SERVICES. During the Employment Period, the Executive will serve
as the President and Chief Executive Officer of the Company and shall have
the normal duties, responsibilities and authority of such office, subject to
the power of the Chairman of the Board to reasonably expand or reasonably
limit such duties, responsibilities and authority and to override actions of
the Executive. The Executive shall serve on the Board for so long as the
Executive is President and Chief Executive Officer of the Company. The
Executive will devote his best efforts and substantially all of his business
time and attention (except for vacation periods and reasonable periods of
illness or other incapacity) to the business of the Company and its
Subsidiaries, and shall


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perform the duties and carry out the responsibilities assigned to him, to the
best of his ability, in a diligent, trustworthy, businesslike and efficient
manner for the purpose of advancing the business of the Company and its
Subsidiaries. The Executive shall use his best efforts to comply with all
material applicable laws, rules and regulations relating to the conduct and
operation of the business of the Company and its Subsidiaries and will comply
with all material policies and procedures adopted by the Board, as in effect
from time to time, to govern the operations of the Company and its
Subsidiaries.

(d) SEVERANCE PAY.

(i) In the event that the Executive's employment is terminated
(A) by the Company without Cause prior to or more than one year after the
occurrence of a Change in Control or (B) by the Executive for Good Reason
prior to or more than one year after the occurrence of a Change in Control,
the Company shall pay to the Executive, as severance pay, all amounts due to
the Executive as Base Salary pursuant to Section 2(b) above for the period
beginning on the Termination Date and ending 12 months thereafter, in
installments on the payment dates on which such Base Salary would have been
paid if the Employment Period had continued for such period and, as of the
date of the last such payment, the Company will have no further obligation to
the Executive. Notwithstanding the foregoing, in the event that the Company
shall issue a Notice of Termination terminating the Executive's employment
without Cause prior to the occurrence of a Change in Control and a Change in
Control shall be consummated within 60 days thereafter, the Company shall pay
to the Executive, as additional severance pay, within three business days
following the later of (A) such termination of employment and (B) the
occurrence of such Change in Control, an amount equal to the difference
between $375,000 and the sum of any payments theretofore made by the Company
pursuant to the preceding sentence.

(ii) In the event that the Executive's employment is terminated
(A) by the Company without Cause upon or within one year after the occurrence
of a Change in Control or (B) by the Executive for Good Reason upon or within
one year after the occurrence of a Change in Control, the Company shall pay
to the Executive, as severance pay, within three business days following such
termination of employment, cash in the amount of $375,000 and, as of the date
of such payment, the Company will have no further obligation to the Executive
under this Section 2(d).

(iii) In no event shall termination of the Executive's
employment for any other reason (including upon or following the expiration
of this Agreement on the third anniversary hereof or any extension date
agreed to by the Executive and the Company) entitle the Executive to
severance pay or benefits from the Company or any of its Subsidiaries or
Affiliates.

(e) INCENTIVE COMPENSATION. During the Employment Period, the
Executive shall be entitled to receive incentive compensation with respect to
each fiscal year of the Company pursuant to the terms of the Company's annual
incentive compensation plan, as submitted to the

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Board each year by Company management in connection with the Company's annual
budget process (or as subsequently revised) and approved, in good faith, by
the Board.

3. NONDISCLOSURE. During the Employment Period and during the
periods described in the last sentence of this Section 3, the Executive (a)
will receive and hold all Company Information in trust and in strictest
confidence, (b) will use commercially reasonable efforts to protect the
Company Information from disclosure, and (c) except as required by the
Executive's duties in the course of his employment by the Company, will not,
directly or indirectly, use, disseminate or otherwise disclose any Company
Information to any third party without the prior written consent of the
Company, which may be withheld in the Company's absolute discretion. The
provisions of this Section 3 shall survive the termination of the Executive's
employment (i) for a period of two years with respect to Confidential
Information, and (ii) with respect to Trade Secrets, for so long as any such
information qualifies as a Trade Secret under applicable law.

4. BOOKS AND RECORDS. All books, records, reports, writings, notes,
notebooks, computer programs, sketches, drawings, blueprints, prototypes,
formulas, photographs, negatives, models, equipment, chemicals,
reproductions, proposals, flow sheets, supply contracts, customer lists and
other documents and/or things relating in any manner to the business of the
Company (including but not limited to any of the same embodying or relating
to any Company Information), whether prepared by the Executive or otherwise
coming into the Executive's possession, shall be the exclusive property of
the Company and shall not be copied, duplicated, replicated, transformed,
modified or removed from the premises of the Company except pursuant to the
business of the Company and its Subsidiaries and shall be returned
immediately to the Company on termination of the Executive's employment
hereunder or on the Company's request at any time.

5. INVENTIONS AND PATENTS. Subject to applicable law, the Executive
agrees that all inventions, innovations or improvements in the Company's (or
any of its Subsidiaries') method of conducting its business (including new
contributions, improvements, ideas and discoveries, whether patentable or
not) conceived or made by him during his employment with the Company belong
to the Company. The Executive will promptly disclose such inventions,
innovations or improvements to the Board and perform all actions reasonably
requested by the Board to establish and confirm such ownership.

6. OTHER BUSINESSES. During the Employment Period, the Executive
shall not, except with the express written consent of the Board (which may be
withheld in the Board's absolute discretion), become engaged in, render
services for, or permit his name to be used in connection with, any business
other than the business of the Company and its Subsidiaries and Affiliates;
PROVIDED, HOWEVER, that this sentence shall not prohibit the Executive from
(i) making and monitoring passive investments or (ii) serving as a member of
the board of directors of "Innovar" or any successor thereto), provided that
the Executive's activities as a director of "Innovar" (or any such successor)
do not, in the reasonable judgment of the Chairman of the Board, adversely
affect the business of the Company and its Subsidiaries.

7. NON-COMPETITION; NONSOLICITATION AND NONINTERFERENCE.

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(a) NON-COMPETITION. The Executive acknowledges that there is a
worldwide market for the products of the Company and its Subsidiaries, that
the Company and its Subsidiaries engage in one or more facets of their
respective businesses throughout the world, and that the Company and its
Subsidiaries compete with other Persons in the business of the Company and
its Subsidiaries located in jurisdictions throughout the world, including,
without limitation, the territorial United States. During the Employment
Period and for a period of 12 months thereafter, the Executive agrees that he
will not, directly or indirectly, engage in or have any interest in any sole
proprietorship, partnership, corporation, limited liability company or
business or any other Person (other than the Company and its Subsidiaries,
whether as an employee, officer, director, partner, agent, security holder,
consultant or otherwise, that directly or indirectly is engaged in any
business in which the Company or any of its Subsidiaries is then engaged, in
the territorial United States; PROVIDED, HOWEVER, that (A) the provisions of
this Section 7(a) shall not apply in the event that the Employment Period is
terminated by reason of the expiration of this Agreement on the third
anniversary hereof or any extension date agreed to by the Executive and the
Company, and (B) nothing herein shall be deemed to prevent the Executive from
acquiring through market purchases and owning, solely as an investment, less
than one percent in the aggregate of the equity securities of any class of
any issuer whose shares are registered under Section 12(b) or 12(g) of the
Securities Exchange Act, and are listed or admitted for trading on any United
States national securities exchange or are quoted on the National Association
of Securities Dealers Automated Quotations System, or any similar system of
automated dissemination of quotations of securities prices in common use, so
long as he is not a member of any "control group" (within the meaning of the
rules and regulations of the United States Securities and Exchange
Commission).

(b) NONSOLICITATION. During the Employment Period and for a period
of 12 months thereafter, the Executive will not, directly or indirectly, (i)
solicit for employment or employ or engage as an agent or independent
contractor (or attempt to solicit for employment or employ or engage as an
agent or independent contractor), for himself or on behalf of any Person
(other than the Company or any of its Subsidiaries), any employee, agent or
independent contractor of the Company or any of its Subsidiaries or any
Person who was an employee, agent or independent contractor of the Company or
any of its Subsidiaries at any time during the one-year period preceding the
later of (A) the date of this Agreement and (B) the date of such
solicitation, employment, engagement or attempted solicitation, employment or
engagement, (ii) encourage any such employee to leave his or her employment
with the Company or any of its Subsidiaries or (iii) encourage any such agent
or independent contractor to terminate his, her or its engagement with the
Company or any of its Subsidiaries.

(c) NONINTERFERENCE. During the Employment Period and for a period
of 12 months thereafter, the Executive will not induce or attempt to induce
any customer, licensee, licensor or other business relation of the Company or
any of its Subsidiaries or Affiliates to cease doing business with them, or
in any way interfere with the relationship between such customer, licensee,
licensor or other business relation of the Company or any of its Subsidiaries
or Affiliates.

(d) REASONABLENESS. The Executive acknowledges and agrees that the
covenants provided for in this Section 7 are reasonable and necessary in
terms of time, area and line of business to protect the legitimate business
interests of the Company and its Subsidiaries, which include their


8


respective interests in protecting their (x) valuable confidential business
information, (y) substantial relationships with customers throughout such
geographical area and (z) customer goodwill associated with their ongoing
business. To the extent that any of the covenants provided for in this
Section 7 may later be deemed by a court to be too broad to be enforced with
respect to its duration or with respect to any particular activity or
geographic area, the court making such determination shall have the power to
reduce the duration or scope of the provision, and to add or delete specific
words or phrases to or from the provision. The provision as modified shall
then be enforced.

8. NOTICES. All notices, requests, demands, claims and other
communications hereunder will be in writing. Any notice, request, demand,
claim or other communication hereunder shall be deemed duly given if (and
then five business days after) it is sent by registered or certified mail,
return receipt requested, postage prepaid, and addressed to the intended
recipient as set forth below:

If to the Executive:

c/o TTM Technologies, Inc.
17550 N.E. 67th Court
Redmond, Washington 98052
Fax: (425) 882-1268
Email: kalder@paccir.com

With copies to:

Walter M. Maas, Esq.
Karr Tuttle Campbell
1201 Third Avenue
Suite 2900
Seattle, Washington 98101-3028
Tel: (206) 224-8076
Fax: (206) 682-7100
email: wmaas@karrtuttle.com

If to the Company:

c/o Thayer Capital Partners
1455 Pennsylvania Avenue, N.W.
Washington, D.C. 20004
Attention: Jeffrey Goettman, Managing Director
Tel: (202) 312-5320
Fax: (202) 371-0391
email: jgoettman@thayercapital.com


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With copies to:

Brockway Moran & Partners, Inc.
225 N.E. Mizner Boulevard
Seventh Floor
Boca Raton, Florida 33432
Attention: Peter W. Klein, Partner and General Counsel
Tel: (561) 750-2000, Ext. 127
Fax: (561) 750-2001
email: pklein@brockwaymoran.com

Either party hereto may send any notice, request, demand, claim or other
communication hereunder to the intended recipient at the address set forth
above using any other means (including personal delivery, expedited courier,
messenger service, telecopy, telex, ordinary mail or electronic mail), but no
such notice, request, demand, claim or other communication shall be deemed to
have been duly given unless and until it actually is received by the intended
recipient. Either party hereto may change the address to which notices,
requests, demands, claims and other communications hereunder are to be
delivered by giving the other party notice in the manner herein set forth.

9. SEVERABILITY. Whenever possible, each provision of this Agreement
will be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be invalid,
illegal or unenforceable in any respect under any applicable law or rule in
any jurisdiction, such invalidity, illegality or unenforceability will not
affect any other provision or any other jurisdiction, but this Agreement will
be reformed, construed and enforced in such jurisdiction as if such invalid,
illegal or unenforceable provision had never been contained herein.

10. COMPLETE AGREEMENT. This Agreement, those documents expressly
referred to herein and other documents of even date herewith embody the
complete agreement and understanding among the parties and supersede and
preempt any prior understandings, agreements or representations by or among
the parties, written or oral, which may have related to the subject matter
hereof in any way.

11. COUNTERPARTS. This Agreement may be executed on separate
counterparts, each of which is deemed to be an original and all of which
taken together constitute one and the same agreement. Any telecopied
signature shall be deemed a manually executed and delivered original.

12. SUCCESSORS AND ASSIGNS. This Agreement is intended to bind and
inure to the benefit of and be enforceable by the Executive and the Company
and their respective successors and assigns (and, in the case of the
Executive, heirs and personal representatives), except that Executive may not
assign any of his rights or delegate any of his obligations hereunder.

13. DAMAGES. Nothing contained herein shall be construed to prevent
either party hereto from seeking and recovering from the other damages
sustained by either or both of them as a result of its or his breach of any
term or provision of this Agreement. In the event that either party hereto

10


brings suit for the collection of any damages resulting from, or for the
injunction of any action constituting, a breach of any of the terms or
provisions of this Agreement, then the party found to be at fault shall pay
all reasonable costs, fees (including reasonable attorneys' fees) and
expenses of the other party.

14. EQUITABLE REMEDIES. The Executive acknowledges and agrees that
the Company would not have an adequate remedy at law in the event any of the
provisions of Sections 3, 4, 5, 6 and 7 of this Agreement are not performed
in accordance with their specific terms or are breached. Accordingly, the
Executive agrees that the Company shall be entitled to an injunction or
injunctions to prevent breaches of Sections 3, 4, 5, 6 and 7 of this
Agreement and to enforce specifically the terms and provisions thereof in any
action instituted in any court of competent jurisdiction, in addition to any
other remedies that may be available to it.

15. CHOICE OF LAW. This Agreement shall be governed and construed
in accordance with the laws of the State of Washington without regard to
conflicts of laws principles thereof and all questions concerning the
validity and construction hereof shall be determined in accordance with the
laws of said state. By execution and delivery of this Agreement, each party
irrevocably submits to the personal and non-exclusive jurisdiction of any
federal or state court of competent jurisdiction located in the City of
Seattle, County of King, State of Washington, for himself or itself to
enforce this Agreement. Each party agrees that venue would be proper in any
of such courts, and hereby waives any objection that any such court is an
improper or inconvenient forum for the resolution of any such action. The
parties further agree that the mailing by certified or registered mail,
return receipt requested, to the addresses specified for notice in this
Agreement, of any process or summons required by any such court shall
constitute valid and lawful service of process against them, without the
necessity for service by any other means provided by statute or rule of
court. Notwithstanding the foregoing, the request by the Company for
preliminary or permanent injunctive relief, whether prohibitive or mandatory,
may be adjudicated in any jurisdiction where the Executive is subject to
personal jurisdiction and where venue is proper.

16. WAIVER OF JURY TRIAL. THE PARTIES HERETO HEREBY WAIVE TRIAL BY
JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER
(WHETHER IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED
TO, OR CONNECTED WITH THIS AGREEMENT OR THE RELATIONSHIP ESTABLISHED
HEREUNDER.

17. AMENDMENTS AND WAIVERS. No provision of this Agreement may be
amended or waived without the prior written consent of the parties hereto.

18. BUSINESS DAYS. Whenever the terms of this Agreement call for
the performance of a specific act on a specified date, which date falls on a
Saturday, Sunday or legal holiday, the date for the performance of such act
shall be postponed to the next succeeding regular business day following such
Saturday, Sunday or legal holiday.

19. NO THIRD PARTY BENEFICIARY. Except for the parties to this
Agreement and their respective successors and assigns, nothing expressed or
implied in this Agreement is intended, or



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will be construed, to confer upon or give any person other than the parties
hereto and their respective successors and assigns any rights or remedies
under or by reason of this Agreement.

20. SURVIVAL. Sections 3, 4 and 5, 7 through 19 (inclusive), this
Section 20 and Section 21 shall survive and continue in full force and in
accordance with their terms notwithstanding any termination of the Employment
Period.

21. DISPUTE RESOLUTION. If the parties should have a material
dispute arising out of or relating to this Agreement or the parties'
respective rights and duties hereunder, then the parties will resolve such
dispute in the following manner: (i) either party may at any time deliver to
the other a written dispute notice setting forth a brief description of the
issue for which such notice initiates the dispute resolution mechanism
contemplated by this Section 21, (ii) during the 30 day period following the
delivery of the notice described in clause (i) above, appropriate
representatives of the various parties will meet and seek to resolve the
disputed issue through negotiation, (iii) if representatives of the parties
are unable to resolve the disputed issue through negotiation, then within 10
days after the period described in clause (ii) above, the parties will refer
the issue (to the exclusion of a court of law) to final and binding
arbitration in Seattle, Washington in accordance with the then existing rules
(the "RULES") of the American Arbitration Association ("AAA"), and judgment
upon the award rendered by the arbitrators may be entered in any court having
jurisdiction thereof; PROVIDED, HOWEVER, that the law applicable to any
controversy shall be the law of the State of Washington, regardless of
principles of conflicts of laws. In any arbitration pursuant to this
Agreement, (x) discovery shall be allowed and governed by the Washington Code
of Civil Procedure and (y) the award or decision shall be rendered by a
majority of the members of a Board of Arbitration consisting of three
members, one of whom shall be appointed by the Executive, one of whom shall
be appointed by the Company and the third of whom shall be the chairman of
the panel and be appointed by mutual agreement of said two party-appointed
arbitrators. In the event of failure of said two arbitrators to agree within
30 days after the commencement of the arbitration proceeding upon the
appointment of the third arbitrator, the third arbitrator shall be appointed
by the AAA in accordance with the Rules. In the event that either party
shall fail to appoint an arbitrator within 10 days after the commencement of
the arbitration proceedings, such arbitrator and the third arbitrator shall
be appointed by the AAA in accordance with the Rules. Nothing set forth above
shall be interpreted to prevent the parties from agreeing in writing to
submit any dispute to a single arbitrator in lieu of a three member Board of
Arbitration. Upon the completion of the selection of the Board of
Arbitration (or if the parties agree otherwise in writing, a single
arbitrator), an award or decision shall be rendered within no more than 30
days. Notwithstanding the foregoing, the request by either party for
preliminary or permanent injunctive relief, whether prohibitive or mandatory,
shall not be subject to arbitration and may be adjudicated only by the courts
permitted under Section 15 above.

SIGNATURES APPEAR ON FOLLOWING PAGE

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first above written.

TTM TECHNOLOGIES, INC.




By: /s/ Jeffrey Goettman
---------------------------
Jeffrey Goettman
Chairman of the Board




/s/ Kenton K. Alder
---------------------------
KENTON K. ALDER




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