Exhibit 10.1
    

    

    

    
      October 21, 2009
    

    

    

    
      Mr. Michael J. Ferrantino, Jr.
12 Martingale Lane
Andover,
      MA  01810
    

    

    

    
      Dear Michael:
    

    
      This letter will confirm the agreement between Valpey-Fisher Corporation
      (the “Company”) and you concerning amounts payable to you as severance
      in the event of a change in control of the Company prior to December 31,
      2010.
    

    
      In the event of a change in control of Valpey-Fisher prior to December
      31, 2010, you will be paid a 2x annual base salary as severance in the
      event you are not offered a position of President and Chief Executive
      Officer of the new control entity.
    

    
      For the purposes of this letter, a change in control of the Company
      shall occur:
    

    
      a)  if any “Person”, as such term is used in Section 13(d) and 14(d) of
      the Securities Exchange Act of 1934, as amended (the “exchange Act”)
      (provided that the term “Person” shall not include Theodore Valpey, Jr.,
      the Company, any trustee or other fiduciary holding securities under an
      employee benefit plan of the Company or any corporation owned, directly
      or indirectly, by the stockholders of the Company in substantially the
      same proportions as their ownership of stock in the Company), becomes
      the “beneficial owner” (as defined in Rule 13d-3 under the Exchange
      Act), directly or indirectly, of securities of the Company representing
      70% or more of the combined voting power of the Company’s then
      outstanding securities;
    

    
      b)  the stockholders of the Company approve a merger or consolidation of
      the Company with any other corporation; other than (i) a merger or
      consolidation which would result in the voting securities of the Company
      outstanding immediately prior thereto continuing to represent (either by
      remaining outstanding or by being converted into voting securities of
      the surviving entity) 30% or more of the combined voting power of the
      voting securities of the Company or such surviving entity outstanding
      immediately after such merger or consolidation or (ii) a merger or
      consolidation effected to implement a re-capitalization of the Company
      (or similar transaction) in which no “Person” (as hereinabove defined)
      acquires 70% or more of the combined voting power of the Company’s then
      outstanding securities; or
    

    
      c)  the stockholders of the Company approve a plan of complete
      liquidation of the Company or an agreement for the sale or disposition
      by the Company of all or substantially all of the Company’s assets.
    

    
      This Agreement supersedes and terminates the Change in Control Retention
      Agreement, dated April 4, 2007 and amended effective August 7, 2008,
      between the Company and you.
    

    
      Please indicate your agreement by signing this letter in the space
      provided below.
    

    

    

    
      Sincerely,
    

    

    

    
      VALPEY-FISHER CORPORATION
    

    
      By /s/ Ted Valpey, Jr.
    

    
      Ted Valpey, Jr.
Chairman
    

    

    

    
      AGREED AND ACCEPTED:
    

    

    

    
      /s/ Michael J. Ferrantino, Jr.
    

    
      Michael J. Ferrantino, Jr.