BOARD OF DIRECTORS RESTRICTED STOCK UNIT DEFERRAL ELECTION AGREEMENT

EXHIBIT 99.8

BOARD OF DIRECTORS
RESTRICTED STOCK UNIT
DEFERRAL ELECTION AGREEMENT

Please complete this Agreement and return a signed copy to Xxxxx Xxxx, SVP, Secretary and General Counsel, no later than December 15, 2006.

  Name:
  SS #:

o I hereby irrevocably elect to defer receipt of the Shares related to my restricted stock units that are scheduled to vest on December 31, 2007. This deferral shall be in accordance with the terms and provisions outlined in this Agreement in the manner and amount set forth below. (If you check this box, please complete all sections of this Agreement, sign, date, and return the Agreement as indicated above).

Amount of the Voluntary Deferral

I hereby elect to defer settlement of ______% of my restricted stock units that are scheduled to vest on December 31, 2007.

Settlement Date
In making this election, the following rules apply:
•	You must select a Settlement Date as of which you will receive the Shares associated with the restricted stock units that you elected to defer above.
•	You may elect up to three Settlement Dates as you wish related to the restricted stock units that are scheduled to vest on December 31, 2007.
I hereby irrevocably elect to defer receipt of the Shares associated with the above-referenced restricted stock units until the following date(s) and in the following increment(s).
A.	-	____________%		__________________________________
				Month              Day              Year
B.	-	____________%		__________________________________
				Month              Day              Year
C.	-	____________%		__________________________________
				Month              Day              Year
D.	-	100% Total
If no Settlement Date is specified, then the transfer will occur upon your retirement from the Board.

All deferrals to a particular Settlement Date will be paid out in Shares. All of the Shares you are entitled to receive on the Settlement Date specified in this Deferral Election Agreement will be transferred to you on such Settlement Date.

By executing this Deferral Election Agreement, I hereby acknowledge my understanding of and agreement with all the terms and provisions set forth in this Xxxxxx Micro Inc. Restricted Stock Units Deferral Election Agreement.

Director			Xxxxxx Micro Inc.
			By:
Date:			Date: