**Exhibit 10.5**

EMPLOYMENT AGREEMENT

This Employment Agreement isentered into as of June 6, 2007, by and between Gerald R. Dinkel (“Employee”)and Cubic Corporation (“Cubic”) in accordance with the following terms andconditions.

Cubic has decided to eliminatethe position of President and Chief Executive Officer in its Cubic DefenseApplications (“CDA”) wholly owned subsidiary. This will eliminate Employee’s job.

However, for a transitionperiod and in fairness to Employee, Cubic desires to retain Employee to providethe services described below.

Now, therefore, inconsideration of the promises, mutual covenants and conditions herein setforth, the parties agree as follows:

# 1.             Duties and Employment Relationship.

Cubic hereby employs Employee for the period June 6, 2007 through June6, 2008 to work on special projects as may be reasonably assigned by the CubicBoard of Directors or the Cubic Chief Executive Officer, or his designee.Employee shall only be given duties commensurate with his previous position atCubic. Employee’s previous position as President and Chief ExecutiveOfficer-Defense Group is terminated by mutual agreement effective June 5,2007.  Employee has signed an agreemententitled Release Agreement, dated June 6, 2007, which contains the parties’agreements with respect to his previous position, among other things.  The Release Agreement is incorporated hereinby this reference, as though set forth here in full.

2.             Term.

The term (“Term”) of thisAgreement shall commence on the date hereof and shall expire on June 6, 2008without any requirement that either party give notice of termination orexpiration.  On that date the employmentrelationship between the parties shall cease unless the parties subsequentlyenter into another written agreement containing the terms of employment for anyfuture period.

# 3.             Compensation.

# Duringthe Term Employee shall be compensated at the gross rate of $14,800 per eachbi-weekly pay period (the “Base Salary”). Employee shall receive the following employee benefits (collectively “Benefits”)during the term of this Agreement, but no others:

Auto allowance of $276.92, gross, for each bi-weekly pay period.

Medical and Dental Insurance for Employee in the standard form of Cubicbenefits from time to time.  Employee mayadd his spouse to this insurance at his expense for the same period of time.

Executive Life Insurance in the existing face amount.

One Executive Health Physical at Scripps in early 2008.

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LongTerm Disability, Short Term Disability and AD&D Insurance for Employee inthe standard form of Cubic benefits, from time to time.

Participation in the Cubic Profit-Sharing Plan for fiscal year 2007.

Reimbursement for reasonable and necessary business expenses requestedto be undertaken in connection with assigned duties, in accordance with Cubic’sthen existing policies and practices.

Employee shall receive up to three months of professionalmarketing/executive outplacement services at a cost not to exceed $10,000.Employee may also receive an additional three months of such services, not toexceed $2,000 per month, at Cubic’s discretion. Employee shall arrange forCubic’s Human Resources Department to be invoiced directly for such services.

Except as otherwise provided herein, Employee will not be eligible toparticipate in any Cubic benefits or plans, including any bonus plan, of anynature.

4.             Confidentiality and Nondisclosure.

In connection with theperformance of this Agreement, Employee acknowledges that he may have access toCubic and/or CDA trade secrets and other confidential or proprietaryinformation, and other secret or confidential matters relating to the products,sales or services of Cubic, CDA or their affiliates.  Employee agrees to refrain from disclosingany confidential information, trade secrets or proprietary information relatingto product, processes, techniques, future developments, costs, profits,business development, market information and other subject matter pertaining toany of the business of Cubic, CDA or their affiliates acquired or learned priorto or during the term of this Agreement.

# 5.             Existing and Other Agreements.

This Agreement shall supersede any previous employment agreements,written, verbal, implied or otherwise. It shall supersede any previous negotiations or discussions of any nature.  This Agreement shall not affect or supersedethe following existing agreements between Employee and Cubic: Invention andSecrecy, Conflict of Interest, Corporate Ethical Conduct and ArbitrationAgreements.

# 6.             Termination and Severance.

Employee is at-will and either party may terminate the Agreement beforethe expiration of its term with or without cause.  If this Agreement is terminated by Cubicwithout cause prior to the expiration of its term, Employee shall be entitledto severance compensation (“Severance”) equivalent to his Base Salary andBenefits for the remaining term of the Agreement, to be paid on the scheduleset forth in paragraph 3.

In the event that Employee receives Severance compensation he shall, asa condition to receiving that compensation, execute an additional writtenagreement in substantially the same form as he is executing concurrentlyherewith releasing the Company and its affiliates, officers, directors oremployees from any and all claims that he may have against all of them.

If Employee voluntarily terminates this Agreement before the end of itsterm, or if the Agreement is terminated by Cubic for cause prior to theexpiration of its term, Employee shall receive NO Severance pay.

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For purposes of this provision, the term “cause” shall include, but notbe limited to, the following circumstances occurring during the course of theAgreement:

·              Violationof any Cubic policy.

·              Violationof any state, federal or local ordinance or regulation affecting Cubic businessor Employee’s performance of his duties; provided that such violation must bethe result of negligent, careless or knowing conduct by the Employee.

·              Anyform of dishonesty, harassment, unlawful discrimination, threats, violence ormisuse of Cubic property or funds.

·              Anydisparagement or statement designed to be, or having the effect of being orconstituting, embarrassing, a personal attack, retribution, revenge,vindication or any public or non-privileged private statement of any kindconcerning Cubic, CDA, their affiliates, or their officers, directors,employees or agents.

·              Anysolicitation of any current or future employee of Cubic or its affiliates toleave his or her job with Cubic or its affiliates, made within any period inwhich compensation is being paid to Employee.

·              Anycommunication to any past, present or potential customer of Cubic or itsaffiliates with the intent to cause such customer to not do business with, orto cease doing business with, Cubic or its affiliates.

·              Anymisuse or misappropriation of Cubic or its affiliates’ intellectual property orconfidential information.

·              Breachof this Agreement or breach of any other existing agreement between theparties.

Neither party shall have any obligation to continue the employmentrelationship beyond the term of the Agreement.

Any disputes arising under this Agreement or relating to Employee’semployment by Cubic shall be resolved pursuant to the Arbitration Agreement ineffect between Employee and Cubic, which shall survive the execution of thisAgreement.

# 7.  Employment During the Term of This Agreement*.*

During the term of this Agreement, Employee mayobtain additional employment.

# 8.  Other Provisions.

## a)              This Agreement shall be governed by the lawsof the State of California without regard to any choice of law provisions.  Any issues of arbitrability under an existingArbitration Agreement shall be governed by the Federal Arbitration Act.

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## b)             This Agreement may be executed incounterparts.  Each such counterpartshall be deemed an original agreement and together shall constitute one and thesame agreement.

## c)              This Agreement shall not be interpreted foror against either party on the basis that such party drafted the Agreement orany provision thereof.

## d)             This Agreement shall be effective as of June6, 2007.

## e)              This Agreement may be amended only by asubsequent agreement in writing and signed by the party to be charged.

## f)                Each party enters into this Agreementvoluntarily, free from coercion or duress, and having had the opportunity toconsult with counsel of his/its choice regarding the Agreement and the effectof signing the Agreement.

| CUBIC CORPORATION          | EMPLOYEE         |
|----------------------------|------------------|
|                       |             |
| /s/ William W. Boyle       |             | /s/ Gerald R. Dinkel |   |
|                       |             |
| William W. Boyle           | Gerald R. Dinkel |
| Senior Vice  President and |             |
| Chief Financial  Officer   |             |
|                       |             |
|                       |             |
| Dated: June 14,  2007      |             |
|                            |                  |  |  |

 

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