Exhibit 10.2


 


AMENDED AND RESTATED EMPLOYMENT AGREEMENT


 


THIS AMENDED AND RESTATED EMPLOYMENT
AGREEMENT (the “Agreement”) is made as of the 6th day of February 2014 (the “Effective Date”) by and
between Aeroflex Incorporated, a Delaware corporation, with its principal office located at 35 South Service Road, Plainview, NY
11803 (together with its successors and assigns permitted hereunder, “Aeroflex”), John E. Buyko, who resides at 28
Beaumont Drive, Dix Hills, New York 11747 (hereinafter “Buyko” and together with Aeroflex, the “Parties”).


 


WITNESSETH:


 


WHEREAS, the Parties entered into
an Employment Agreement made and entered into as of August 15, 2007, as last amended and restated on August 28, 2013 (the “Prior
Agreement”) under which the Parties agreed upon the terms pursuant to which Buyko would be employed by Aeroflex as further
described therein, and


 


WHEREAS, the Parties desire to amend
and restate the Prior Agreement in its entirety as set forth herein.


 


NOW, THEREFORE, in consideration
of the premises and mutual covenants contained herein and for other good and valuable consideration, the receipt of which is mutually
acknowledged, the Parties agree as follows:


 


	 	1.	DEFINITIONS.


 


(a)          “Beneficiary”
shall mean the person or persons named by Buyko pursuant to Section 11 below or, in the event that no such person is named
who survives Buyko, his estate.


 


(b)          “Board”
shall mean the Board of Directors of Aeroflex.


 


(c)          “Cause”
shall mean:


 


(i)          Buyko’s
conviction of a felony;


 


(ii)         continued
failure of Buyko to perform his obligations under this Agreement for a period of thirty (30) days following receipt of written
notice to Buyko of such failure;


 


(iii)        willful
malfeasance or willful misconduct in connection with Buyko’s duties or any act or omission which is injurious to the financial
condition or business reputation of Aeroflex or its affiliates; or


 


(iv)        a
breach by Buyko of the provisions of Sections 8 or 9 below to the demonstrable and material detriment of Aeroflex.


 




    	 



    	 



    

 


Notwithstanding the foregoing, in no event
shall Buyko’s failure to perform the duties associated with his position caused by his Disability constitute Cause for his
termination.


 


(d)          “Change
in Control” (which in all respects shall satisfy the requirements of a “change in control event” as set forth
in Treasury Regulations § 1.409A-3(i)(5)), shall mean the occurrence of a “change in the ownership”, a “change
in the effective control” or a “change in the ownership of a substantial portion of the assets” of the Company
determined as follows:


 


(i)          a
“change in the ownership” of the Company shall occur on the date on which any one person or more than one person acting
as a group, directly or indirectly, acquires ownership of stock of the Company that, together with the stock held by such person
or group, constitutes more than 50%of the total fair market value or total voting power of the stock of the Company, as determined
in accordance with Treasury Regulations § 1.409A-3(i)(5)(v); provided, however, if any one person or more than one person
acting as a group is considered to own already more than 50% of the total fair market value or total voting power of the stock
of the Company, the acquisition of additional stock by the same person or persons is not considered to cause a “change in
the ownership” of the Company (or to cause a “change in the effective control” of the Company as contemplated
in (i) and (ii) below); provided, however, that the following acquisitions shall not constitute a Change in Control: (A) any acquisition
by or from the Company or any corporation or other entity in which the Company owns or controls, directly or indirectly, at least
50 percent of the total combined voting power represented by all classes of stock issued by such corporation, or in the case of
a noncorporate entity, at least 50% of the profits or capital interest in such entity or by any employee benefit plan (or related
trust) sponsored or maintained by the Company or any subsidiary, (B) any acquisition by an individual who as of the Effective Date
is a member of the Board, (C) any acquisition by any underwriter in any firm commitment underwriting of securities to be issued
by the Company, or (D) any acquisition by any corporation (or other entity) if, immediately following such acquisition, 50% or
more of the then outstanding shares of common stock (or other equity unit) of such corporation (or other entity) and the combined
voting power of the then outstanding voting securities of such corporation (or other entity), are beneficially owned, directly
or indirectly, by all or substantially all of the individuals or entities who, immediately prior to such acquisition, were the
beneficial owners of the then outstanding voting securities of the Company in substantially the same proportions, respectively,
as their ownership immediately prior to the acquisition of the stock and Voting Securities (collectively with (A), (B), and (C),
the “Exempt Acquisitions”);


 


(ii)         a
“change in the effective control” of the Company shall occur on the date any one person, or more than one person acting
as a group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person
or persons) ownership of stock of the Company possessing 30 percent or more of the total voting power of the stock of the Company;
provided, however, that none of the Exempt Acquisitions shall constitute a Change in Control;


 




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(iii)        a
“change in the effective control” of the Company shall occur on the date on which a majority of the members of the
Company’s Board of Directors is replaced during any 12 month period by directors whose appointment or election is not endorsed
by a majority of the members of the Company’s Board of Directors before the date of the appointment or election, as determined
in accordance with Treasury Regulations § 1.409A-3(i)(vi); and


 


(iv)        a
“change in the ownership of a substantial portion of the assets” of the Company shall occur on the date on which any
one person or more than one person acting as a group, acquires (or has acquired during the 12 month period ending on the date of
the most recent acquisition by such person or persons), directly or indirectly, assets from the Company that have a total gross
fair market value equal to or more than 50% of the total gross fair market value of all of the assets of the Company immediately
before such acquisition or acquisitions, as determined in accordance with Treasury Regulation § 1.409A-3(i)(5) (viii); provided,
however, a transfer of assets shall not be treated as a “change in the ownership of a substantial portion of the assets”
of the Company when such transfer is made to an entity that is controlled by the shareholders of the Company, as determined in
accordance with Treasury Regulation § 1.409A-3(i)(5)(vii)(B).


 


(e)          “Code”
shall mean the Internal Revenue Code of 1986, as amended from time to time.


 


(f)          “Disability”
shall mean the illness or other mental or physical disability of Buyko, as determined by a physician acceptable to Aeroflex
and Buyko, resulting in his failure during the Employment Term, as the case may be, (i) to perform substantially his applicable
material duties under this Agreement for a period of 90 consecutive days or 180 days in any 12 month period and (ii) to return
to the performance of his duties within 30 days after receiving written notice of termination. Notwithstanding the foregoing, no
such condition shall be considered a “Disability,” unless such condition also meets the requirements of being “Disabled”
under Section 409A(a)(2)(C) of the Code.


 


(g)          “Employment
Term” shall mean the period specified in Section 2(b) below.


 


(h)          “Fiscal
Year” shall mean the 12-month period beginning on July 1 and ending on the next subsequent June 30, or such other 12-month
period as may constitute Aeroflex’s fiscal year at any time hereafter.


 


(i)          “Good
Reason” shall mean, at any time during the Employment Term, without Buyko’s prior written consent or his acquiescence:


 


(i)          reduction
in his then current Salary;


 


(ii)         reduction
in the bonus or incentive compensation opportunities available to Buyko;


 


(iii)        Aeroflex’s
failure to pay Buyko any amounts otherwise vested and due him hereunder or under any plan or policy of Aeroflex;


 




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(iv)        substantial
diminution of Buyko’s duties or responsibilities;


 


(v)         assignment
to Buyko of duties substantially incompatible with his position as a senior executive officer; or


 


(vi)        relocation
of Aeroflex’s corporate headquarters to a location more than 35 miles from the location first above described.


 


provided, that the divesture by Aeroflex of
assets representing up to sixty percent (60%) of Aeroflex’s EBITDA shall not result in a diminution of Buyko’s duties
or responsibilities.


 


Buyko shall provide Aeroflex written notice
specifying such event or deficiency constituting Good Reason within ninety (90) days following Buyko’s knowledge of the occurrence
of such event and Aeroflex shall have thirty (30) days after receipt of such notice to cure the event or deficiency that would
result in Good Reason.


 


(j)          “Salary”
shall mean the annual salary provided for in Section 3 below, as adjusted from time to time.


 


(k)          “Spouse”
shall mean, during the Employment Term, the woman who as of any relevant date is legally married to Buyko.


 


(l)          “Subsidiary”
shall mean any corporation of which Aeroflex owns,


 


directly or indirectly, more than 50 percent
of its voting stock.


 


	 	2.	EMPLOYMENT TERM, POSITIONS AND DUTIES.


 


(a)          Employment
of Buyko. Aeroflex hereby continues to employ Buyko, and Buyko hereby accepts continued employment with Aeroflex, in the positions
and with the duties and responsibilities set forth below and upon such other terms and conditions as are hereinafter stated. Buyko
shall render services to Aeroflex principally at Aeroflex’s corporate headquarters, but he shall do such traveling on behalf
of Aeroflex as shall be reasonably required in the course of the performance of his duties hereunder.


 


(b)          Employment
Term. The Employment Term shall terminate on August 15, 2015. In addition, the Employment Term shall automatically terminate
upon any termination of Buyko’s employment pursuant to Section 5.


 


(c)          Titles
and Duties. 


 


(i)          Until
the date of termination of his employment hereunder, Buyko shall be employed as the Executive Vice President of Aeroflex and President
of Aeroflex Microelectronics Solutions, reporting to the chief executive officer of Aeroflex and the Board. In his capacity as
Executive Vice President and President, Buyko shall have the customary powers, responsibilities and authorities of an executive
vice president of corporations of the size, type and nature of Aeroflex.


 




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(ii)         During
the Employment Term, until a Change in Control, Buyko shall serve as a member of the Board of Directors of Aeroflex.


 


(d)          Time
and Effort.


 


(i)          Buyko
agrees to devote his best efforts and abilities and his full business time and attention to the affairs of Aeroflex in order to
carry out his duties and responsibilities under this Agreement.


 


(ii)         Notwithstanding
the foregoing, nothing shall preclude Buyko from (A) serving on the boards of a reasonable number of trade associations, charitable
organizations and/or businesses not in competition with Aeroflex, (B) engaging in charitable activities and community affairs and
(C) managing his personal investments and affairs; provided, however, that, such activities do not materially interfere with the
proper performance of his duties and responsibilities specified in Section 2(c) above.


 


	 	3.	SALARY.


 


(a)          Salary.
Buyko shall receive from Aeroflex an annual Salary, payable in accordance with the regular payroll practices of Aeroflex, in
a minimum amount of $425,000. The Board agrees to review Buyko’s Salary annually during the Employment Term and Buyko’s
Salary may be increased (but not decreased) by the Board in its sole discretion.


 


(b)          Salary
Increase. Any amount to which Buyko’s Salary is increased, as provided in Section 3(a) above or otherwise, shall not
thereafter be reduced without his consent, and the term “Salary” as used in this Agreement shall refer to his Salary
as thus increased. Pursuant to increases since the commencement of the Prior Agreement, Buyko’s annual Salary as of the Effective
Date, is $520,000.


 


(c)          Annual
Bonus.


 


(i)          For
the 2014 Fiscal Year, Buyko shall be eligible to receive an annual bonus of between 50% and 150% of his Base Salary based upon
the achievement of the Company’s EBITDA targets for the 2014 Fiscal Year as established by the Board. More particularly,
(i) 50% of Buyko’s 2014 Base Salary will be awarded to Buyko as a bonus if the Company’s 2014 EBITDA is equal to the
minimum 2014 EBITDA target established by the Board (the “Threshold EBITDA”); (ii) 100% of Buyko’s Base Salary
will be awarded as a bonus if the Company’s 2014 EBITDA is equal to the 2014 EBITDA Target established by the Board (the
“ EBITDA Target” or the “2014 Target Bonus”); and (iii) 150% of Buyko’s Base Salary will be awarded
to Buyko as a bonus if the Company’s 2014 EBITDA is equal to or greater than the maximum 2014 EBITDA Target established by
the Board (the “Maximum EBITDA”). Buyko’s 2014 bonus shall be determined by linear interpolation if the Company’s
2014 EBITDA is between the Threshold EBITDA and the EBITDA Target or between the EBITDA Target and the Maximum EBITDA, as the case
may be. No annual bonus will be paid if the Company’s 2014 EBITDA is below the Threshold EBITDA for the 2014 Fiscal Year.
The EBITDA Target shall be subject to equitable redetermination by the Board in the event of any divestiture, acquisition or other
extraordinary event and to such modification, as may be appropriate, to reflect various types of accounting adjustments that historically
and otherwise have been or are approved by the Compensation Committee.


 




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(ii)         Beginning
with Fiscal Year 2015 and for each Fiscal Year thereafter, during the term of Buyko’s employment hereunder, Buyko shall be
eligible to earn an annual performance bonus (the “Performance Bonus”). The target amount of such annual bonus (if
any) will be 100% percent of Buyko’s Base Salary for the applicable fiscal year (the “Target Bonus”). The minimum
amount of such annual bonus will be 50% percent of Buyko’s Base Salary for the applicable fiscal year (the “Minimum
Bonus”) and the maximum amount of such annual bonus will be 150% percent of Buyko’s Base Salary for the applicable
fiscal year (the “Maximum Bonus”). The terms and conditions of the Performance Bonus will be as set forth in the Company’s
applicable performance bonus plan, as the Company may adopt from time to time.


 


(iii)        Any
annual bonus payable pursuant to this Section 3(c) shall be paid on or prior to March 15 of the year following the year such bonus
is earned.


 


	 	4.	EXPENSE REIMBURSEMENT; EMPLOYEE BENEFIT PLANS.


 


(a)          Reimbursements.
During the Employment Term, Buyko shall be entitled to prompt reimbursement by Aeroflex for all reasonable out-of-pocket expenses
incurred by him in performing services under this Agreement, upon his submission of such accounts and records as may be reasonably
required by Aeroflex. In addition, during the Employment Term, Buyko shall be entitled to a car allowance of $750.00 per month,
such amount to be paid monthly in accordance with the normal payroll practices of the Company.


 


(b)          Employee
Benefit Plans. During the Employment Term, Buyko shall be entitled to participate in all employee benefit plans and programs
that are made available to Aeroflex’s senior executives or to its employees generally, as such plans or programs may be in
effect from time to time, including, without limitation, pension and other retirement plans, profit-sharing plans, savings and
similar plans, group life insurance, accidental death and dismemberment insurance, travel accident insurance, hospitalization insurance,
surgical insurance, major and excess major medical insurance, dental insurance, short-term and long-term disability insurance,
sick leave (including salary continuation arrangements), holidays, vacation (not less than four weeks in any calendar year) and
any other employee benefit plans or programs that may be sponsored by Aeroflex from time to time, including plans that supplement
the above-listed types of plans, whether funded or unfunded.


 




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	 	5.	TERMINATION OF EMPLOYMENT.


 


(a)          Termination
by Mutual Agreement. The Parties may terminate this Agreement by mutual agreement at any time. If they do so, Buyko’s
entitlements shall be as the Parties mutually agree.


 


(b)          General.
Notwithstanding anything to the contrary herein, in the event of termination of Buyko’s employment under this Agreement,
he or his Beneficiary, as the case may be, shall be entitled to receive (in addition to payments and benefits under subsections
(c) through (f) below, as applicable):


 


(i)          his
Salary through the date of termination;


 


(ii)         any
unused vacation from prior years;


 


(iii)        any
reimbursements payable in accordance with Section 4 above of any business expenses incurred by Buyko through the date of termination
buy not yet paid to him; and


 


(iv)        any
other compensation or benefits that have vested through the date of termination or to which he may then be entitled in accordance
with the applicable terms and conditions of each grant, award or plan.


 


(c)          Termination
due to Death. In the event that Buyko’s employment terminates due to his death, his Beneficiary shall be entitled, in
addition to the compensation and benefits specified in Section 5(b), to any annual bonus for the current Fiscal Year based on actual
performance of Aeroflex, prorated to the date of termination.


 


(d)          Termination
due to Disability. In the event of Disability, Aeroflex or Buyko may terminate Buyko’s employment. If Buyko’s employment
terminates due to Disability, he shall be entitled, in addition to the compensation and benefits specified in Section 5(b), to
any annual bonus for the current Fiscal Year based on actual performance of Aeroflex, prorated to the date of termination.


 


(e)          Termination
by Aeroflex for Cause. Aeroflex may terminate Buyko’s employment hereunder for Cause only upon written notice to Buyko
prior to any intended termination, which notice shall specify the grounds for such termination in reasonable detail. In the event
that Buyko’s employment is terminated for Cause, he shall be entitled only to the compensation and benefits specified in
Section 5(b).


 


(f)          Termination
Without Cause or by Buyko for Good Reason.


 


(i)          Termination
without Cause shall mean termination of Buyko’s employment by Aeroflex and shall exclude termination (A) due to death, Disability
or Cause or (B) by mutual agreement of Buyko and Aeroflex. Aeroflex shall provide Buyko 15 days’ prior written notice of
termination by it without Cause, and Buyko shall provide Aeroflex 30 days’ prior written notice of his termination for Good
Reason.


 




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(ii)         In
the event of termination by Aeroflex of Buyko’s employment without Cause or of termination by Buyko of his employment for
Good Reason, except
in either such case within six (6) months prior or eighteen (18) months following a Change in Control, subject to Buyko’s
execution and nonrevocation of a general release in favor of Aeroflex, its affiliates and their current and former officers, directors
and employees, in substantially the form attached hereto as Exhibit A within 30 days following the date of such termination, Buyko
shall be entitled, commencing, notwithstanding any provision to the contrary in Sections 5(f)(ii)(A)-(D), on the 30th day following
such termination of employment (provided that, payments or benefits that would otherwise have been owed to Buyko prior to the
30th day after termination of employment shall be made to or on behalf of Buyko on the 30th day after his termination of employment),
in addition to the compensation and benefits specified in Section 5(b), to the following payments and benefits:


 


(A)         his
Salary, payable for the remainder of the Employment Term (assuming Buyko’s employment had not terminated) at the rate in
effect immediately before such termination;


 


(B)         annual
bonuses for the remainder of the Employment Term (assuming Buyko’s employment had not terminated) (including a prorated bonus
for any partial Fiscal Year) equal to the average of the highest annual bonuses (not to exceed 3 years) awarded to him during the
Fiscal Years (not to exceed 10 years) commencing after August 15, 2007 (including, without limitation, any bonus awarded to Buyko
in the year of termination, which is unpaid as of the date of termination), such bonuses to be paid at the same time annual bonuses
are regularly paid by Aeroflex to Buyko; and


 


(C)         for
the continued benefit of Buyko and his eligible dependents, Aeroflex shall maintain in full force and effect until the earlier
of (A) December 31 of the second calendar year following the calendar year of termination or (B) Buyko’s commencement of
full-time employment with a new employer, at the same cost as is paid by similarly-situated continuing employees all medical and
health plans and programs for which Buyko was eligible immediately prior to the date of termination, provided that Buyko’s
continued participation is possible under the general terms and provisions of such plans and programs, and subject further to such
periodic changes in such plans and programs as are generally applicable to all participants in such plans and programs. Buyko will
be responsible for any income tax liability arising out of any continued participation in such health and medical plans and programs,
and no additional employment service credits shall be given for the period of such continued participation; and


 


(D)         other
benefits in accordance with applicable plans and programs of Aeroflex.


 


(iii)        Prior
written consent by Buyko to any of the events described in Section 1(i) above shall be deemed a waiver by him of his right to terminate
for Good Reason under Sections 5(f) or 5(g), as applicable, solely by reason of the events set forth in such waiver.


 




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(g)          Termination
Without Cause or by Buyko for Good Reason in Connection with a Change in Control.  In the event there shall be, and
only upon the occurrence of, a Change in Control then, if the Executive’s employment is terminated by the Company without
Cause, or by the Executive for Good Reason, in either case within six (6) months prior thereto or within eighteen (18) months thereafter,
subject to Section 10, Buyko shall be entitled, commencing, notwithstanding any provision to the contrary in this Section, on the
30th day following such termination of employment (provided that, payments or benefits that would otherwise have been owed to Buyko
prior to the 30th day after termination of employment shall be made to or on behalf of Buyko on the 30th day after his termination
of employment), in addition to the compensation and benefits specified in Section 5(b), to the following payments and benefits:
(i) severance payments equal in the aggregate to two times the Executive’s Base Salary paid in equal monthly installments
over the remaining Employment Term, (ii) a payment equal to two times the Executive’s the Target Bonus, such amount to be
paid at the same time the annual bonus would have otherwise been paid by Aeroflex to Buyko for the year in which Buyko’s
termination occurs, (iii) an unpaid bonus, in the amount of the Target Bonus, applicable for the Fiscal Year in which the Date
of Termination occurs, prorated to the Date of Termination, such bonus, if any, to be paid at the time that the Company pays bonuses
to other senior executives of the Company, and (iv) other benefits in accordance with applicable plans and programs of Aeroflex.
In addition, Buyko and qualifying members of Buyko’s family shall be entitled to continue to participate, at the Company’s
expense, in the Company’s Welfare Plans, including medical, dental and prescription coverage, for a period of eighteen (18)
months.


 


(h)          Payments;
Compliance with Section 409A of the Code. Notwithstanding anything herein to the contrary, if (i) Buyko is to receive payments
or benefits under Section 5 by reason of his separation from service (as such term is defined in Section 409A of the Code) other
than as a result of his death, (ii) Buyko is a “specified employee” within the meaning of Code Section 409A for the
period in which the payment or benefits would otherwise commence, and (iii) such payment or benefit would otherwise subject Buyko
to any tax, interest or penalty imposed under Section 409A of the Code (or any regulation promulgated thereunder) if the payment
or benefit would commence within six months of a termination of Buyko’s employment, then such payment or benefit required
under Section 5 shall not commence until the first day which is at least six months after the termination of Buyko’s employment.
Such payments or benefits, which would have otherwise been required to be made over such six month period, shall be paid to Buyko
in one lump sum payment or otherwise provided to Buyko as soon as administratively feasible after the first day which is at least
six months after the termination of Buyko’s employment. Thereafter, the payments and benefits shall continue, if applicable,
for the relevant period set forth in Section 5. For purposes of this Agreement, all references to “termination of employment”
and other similar language shall be deemed to refer to Buyko’s “separation from service” as defined in Treasury
Regulation Section 1.409A-1(h).


 


	 	6.	NO DUTY TO MITIGATE; NO OFFSET.


 


Buyko shall not be required to mitigate damages
or the amount of any payment provided for under this Agreement by seeking other employment or otherwise, nor will any payment hereunder
be subject to offset in the event Buyko does receive compensation for services from any other source.


 




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	 	7.	PARACHUTES.


 


If, in connection with a Change in Control,
Aeroflex determines in good faith that any payments or benefits (whether made or provided pursuant to this Agreement or otherwise)
(each a “Payment”) provided to Buyko constitute “parachute payments” within the meaning of Section 280G
of the Code, and may be subject to an excise tax imposed pursuant to Section 4999 of the Code (the “Excise Tax”) or
to any similar tax imposed by state or local law, then the aggregate amount of Payments payable to Buyko shall be reduced to the
aggregate amount of Payments that may be made to Buyko without incurring an Excise Tax; provided, however, that such reduction
shall only be effected if the aggregate after-tax value of the Payments retained by Buyko (after giving effect to such reduction)
is equal to or greater than the aggregate after-tax value (after giving effect to the Excise Tax) of the Payments to Buyko without
any such reduction, as determined by Aeroflex’s auditors. Any such reduction in the preceding sentence shall be done first
by reducing any cash payments with the last payment reduced first; next any equity or equity derivatives that are included under
Section 280G of the Code at full value rather than accelerated value; next any equity or equity derivatives based on acceleration
value shall be reduced with the highest value reduced first (as such values are determined under Treasury Regulation Section 1.280G-1,
Q&A 24); finally any other non-cash benefits will be reduced.


 


	 	8.	CONFIDENTIAL INFORMATION.


 


(a)          General.


 


(i)          Buyko
understands and hereby acknowledges that as a result of his employment with Aeroflex he will necessarily become informed of and
have access to certain valuable and confidential information of Aeroflex and any of its Subsidiaries, joint ventures and affiliates,
including, without limitation, inventions, trade secrets, technical information, computer software and programs, know-how and plans
(“Confidential Information”), and that any such Confidential Information, even though it may be developed or otherwise
acquired by Buyko, is the exclusive property of Aeroflex to be held by him in trust solely for Aeroflex’s benefit.


 


(ii)         Accordingly,
Buyko hereby agrees that, during the Employment Term and thereafter, he shall not, and shall not cause others to, use, reveal,
report, publish, transfer or otherwise disclose to any person, corporation or other entity any Confidential Information without
prior written consent of the Board, except to (A) responsible officers and employees of Aeroflex or (B) responsible persons who
are in a contractual or fiduciary relationship with Aeroflex or who need such information for purposes in the interest of Aeroflex.
Notwithstanding the foregoing, the prohibitions of this clause (ii) shall not apply to any Confidential Information that becomes
of general public knowledge other than from Buyko or is required to be divulged by court order or administrative process; provided that
Buyko shall give prompt written notice to Aeroflex of such requirement, disclose no more information than is so required, and cooperate
with any attempts by Aeroflex to obtain a protective order or similar treatment.


 




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(b)          Return
of Documents. Upon termination of his employment with Aeroflex for any reason, Buyko shall promptly deliver to Aeroflex all
plans, drawings, manuals, letters, notes, notebooks, reports, computer programs and copies thereof and all other materials, including
without limitation those of a secret or confidential nature, relating to Aeroflex’s business that are then in his possession
or control.


 


(c)          Remedies
and Sanctions. In the event that Buyko is found to be in violation of Section 8(a) or (b) above, Aeroflex shall be entitled
to relief as provided in Section 10 below.


 


	 	9.	NONCOMPETITION/NONSOLICITATION.


 


(a)          Prohibitions.
During Buyko’s employment with Aeroflex and until the later of (x) the period in which Buyko is entitled to continued
severance payments pursuant to Section 5 and (y) one year following the Buyko’s termination of employment for any reason,
Buyko shall not, without prior written authorization of the Board, directly or indirectly,


 


(i)          whether
individually, as a director, manager, member, stockholder, partner, owner, employee, consultant or agent of any business, or in
any other capacity, other than on behalf of Aeroflex or a subsidiary, organize, establish, own, operate, manage, control, engage
in, participate in, invest in, permit his name to be used by, act as a consultant or advisor to, render services for (alone or
in association with any person, firm, corporation or business organization), or otherwise assist any person or entity that engages
in or owns, invests in, operates, manages or controls any venture or enterprise which engages or proposes to engage in any business
conducted by Aeroflex or any of its subsidiaries on the date of Buyko’s termination of employment or within twelve (12) months
of Buyko’s termination of employment in the geographic locations where Aeroflex and its subsidiaries engage or propose to
engage in such business;


 


(ii)         solicit
or induce any customer of Aeroflex to cease purchasing goods or services from Aeroflex or to become a customer of any competitor
of Aeroflex; or


 


(iii)        solicit
or attempt to solicit any employee of Aeroflex or any of its subsidiaries (a “Current Employee”) or any person who
was an employee of Aeroflex or any of its subsidiaries during the twelve (12) month period immediately prior to the date Buyko’s
employment terminates (a “Former Employee”) to terminate such employee’s employment relationship with Aeroflex
in order, in either case, to enter into a similar relationship with Buyko, or any other person or any entity or hire any employee
or Former Employee.


 


(b)          Remedies
and Sanctions. In the event that Buyko is found to be in violation of Section 9(a) above, Aeroflex shall be entitled to relief
as provided in Section 10 below.


 




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(c)          Exceptions.
Notwithstanding anything to the contrary in Section 9(a) above, its provisions shall not be construed as preventing Buyko from
investing his assets in any business that is not a direct competitor of Aeroflex.


 


	 	10.	REMEDIES/SANCTIONS.


 


Buyko acknowledges that the services he is
to render under this Agreement are of a unique and special nature, the loss of which cannot reasonably or adequately be compensated
for in monetary damages, and that irreparable injury and damage may result to Aeroflex in the event of any breach of this Agreement
or default by Buyko. Because of the unique nature of the Confidential Information and the importance of the prohibitions against
competition and solicitation, Buyko further acknowledges and agrees that Aeroflex will suffer irreparable harm if he fails to comply
with his obligations under Section 8(a) or (b) above or Section 9(a) above and that monetary damages would be inadequate to compensate
Aeroflex for any such breach. Accordingly, Buyko agrees that, in addition to any other remedies available to either Party at law,
in equity or otherwise, Aeroflex will be entitled to seek injunctive relief or specific performance to enforce the terms (without
the posting of a bond), or prevent or remedy the violation, of any provisions of this Agreement. In addition, without limiting
Aeroflex’s remedies for any breach of any restriction on Buyko set forth in Sections 8(a) or (b) above or Section 9(a) above,
except as required by law, Aeroflex will have no obligation to pay or provide any of the amounts or benefits under Section 5 above.


 


	 	11.	BENEFICIARIES/REFERENCES.


 


Buyko shall be entitled to select (and change,
to the extent permitted under any applicable law) a Beneficiary or Beneficiaries to receive any compensation or benefit payable
under this Agreement following his death by giving Aeroflex written notice thereof; provided, however, that absent any then effective
contrary notice, his Beneficiary shall be his surviving Spouse. In the event of Buyko’s death, or of a judicial determination
of his incompetence, reference in this Agreement to Buyko shall be deemed to refer, as appropriate, to his Beneficiary, estate
or other legal representative.


 


	 	12.	WITHHOLDING TAXES.


 


All payments to Buyko or his Beneficiary under
this Agreement shall be subject to withholding on account of federal, state and local taxes as required by law.


 


	 	13.	INDEMNIFICATION AND LIABILITY INSURANCE.


 


Nothing herein is intended to limit Aeroflex’s
indemnification of Buyko, and Aeroflex shall indemnify him to the fullest extent permitted by applicable law consistent with Aeroflex’s
Certificate of Incorporation and By-Laws as in effect on the Effective Date, with respect to any action or failure to act on his
part while he is an officer, director or employee of Aeroflex or any Subsidiary. Aeroflex shall cause Buyko to be covered at all
times by directors’ and officers’ liability insurance on terms no less favorable than provided to other directors’
and officers’. Aeroflex shall continue to indemnify Buyko as provided above and maintain such liability insurance coverage
for him after the Employment Term for any claims that may be made against him with respect to his service as a director or officer
of Aeroflex.


 




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	 	14.	EFFECT OF AGREEMENT ON OTHER BENEFITS.


 


The existence of this Agreement shall not
prohibit or restrict Buyko’s entitlement to participate fully in compensation, employee benefit and other plans of Aeroflex
in which senior executives are eligible to participate.


 


	 	15.	ASSIGNABILITY; BINDING NATURE.


 


This Agreement shall be binding upon and inure
to the benefit of the Parties and their respective successors, heirs (in the case of Buyko) and assigns. No rights or obligations
of Aeroflex under this Agreement may be assigned or transferred by Aeroflex except pursuant to (a) a merger or consolidation
in which Aeroflex is not the continuing entity or (b) sale or liquidation of all or substantially all of the assets of Aeroflex,
provided that the surviving entity or assignee or transferee is the successor to all or substantially all of the assets of Aeroflex
and such surviving entity or assignee or transferee assumes the liabilities, obligations and duties of Aeroflex under this Agreement,
either contractually or as a matter of law.


 


	 	16.	REPRESENTATIONS.


 


The Parties respectively represent and warrant
that each is fully authorized and empowered to enter into this Agreement and that the performance of its or his obligations, as
the case may be, under this Agreement will not violate any agreement between such Party and any other person, firm or organization.
Aeroflex represents and warrants that this Agreement has been duly authorized by all necessary corporate action and is valid, binding
and enforceable in accordance with its terms.


 


	 	17.	ENTIRE AGREEMENT.


 


Except to the extent otherwise provided herein,
this Agreement contains the entire understanding and agreement between the Parties concerning the subject matter hereof and supersedes
any prior agreements, whether written or oral, between the Parties concerning the subject matter hereof, including without limitation
the Prior Agreement, as amended. Payments and benefits provided under this Agreement are in lieu of any payments or other benefits
under any severance program or policy of Aeroflex to which Buyko would otherwise be entitled.


 


	 	18.	AMENDMENT OR WAIVER.


 


No provision in this Agreement may be amended
unless such amendment is agreed to in writing and signed by both Buyko and an authorized officer of Aeroflex. No waiver by either
Party of any breach by the other Party of any condition or provision contained in this Agreement to be performed by such other
Party shall be deemed a waiver of a similar or dissimilar condition or provision at the same or any prior or subsequent time. Any
waiver must be in writing and signed by the Party to be charged with the waiver. No delay by either Party in exercising any right,
power or privilege hereunder shall operate as a waiver thereof.


 




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	 	19.	SEVERABILITY.


 


In the event that any provision or portion
of this Agreement shall be determined to be invalid or unenforceable for any reason, in whole or in part, the remaining provisions
of this Agreement shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by law.


 


	 	20.	SURVIVAL.


 


The respective rights and obligations of the
Parties under this Agreement shall survive any termination of Buyko’s employment with Aeroflex.


 


	 	21.	GOVERNING LAW/JURISDICTION.


 


This Agreement shall be governed by and construed
and interpreted in accordance with the laws of New York, without reference to principles of conflict of laws.


 


	 	22.	NOTICES.


 


Any notice given to either Party shall be
in writing and shall be deemed to have been given when delivered either personally, by fax, by overnight delivery service (such
as Federal Express) or sent by certified or registered mail postage prepaid, return receipt requested, duly addressed to the Party
concerned at the address indicated below or to such changed address as the Party may subsequently give notice of.


 


If to Aeroflex or the Board:


 


Aeroflex Incorporated


35 South Service Road


Plainview, NY 11803


Attention: General Counsel


FAX: (516) 694-4823


 


With a copy to:


 


Veritas Capital Management II, LLC


660 Madison Avenue, 14th Floor


New York, New York 10021


Attention: Benjamin Polk


 




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And a copy to:


 


Schulte Roth & Zabel LLP


919 Third Avenue


New York, NY 10022


Attention:
Michael Littenberg


Telephone: (212) 756-2000


Fax:            (212) 593-5955


 




If to Buyko:


 


John E. Buyko


28 Beaumont Drive


Dix Hills, New York 11747


 


	 	23.	HEADINGS.


 


The headings of the sections contained in
this Agreement are for convenience only and shall not be deemed to control or affect the meaning or construction of any provision
of this Agreement.


 


	 	24.	COUNTERPARTS.


 


This Agreement may be executed in counterparts,
each of which when so executed and delivered shall be an original, but all such counterparts together shall constitute one and
the same instrument.


 


		25.	COMPLIANCE WITH CODE 409A.



 


It is intended that any expense reimbursement
made under this Agreement shall be exempt from Code Section 409A. Notwithstanding the foregoing, if any expense reimbursement shall
be determined to be ‘deferred compensation’ within the meaning of Code Section 409A, including without limitation any
reimbursement under Sections 4 and 5(f)(ii)(C), then the reimbursement shall be made to Buyko as soon as practicable after submission
of the reimbursement request, but no later than December 31 of the year following the year during which such expense was incurred.


 


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remainder of this page is intentionally left blank.]


 




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IN WITNESS WHEREOF, the undersigned have
executed this Agreement as of the date first written above. 


 


	 	 	EMPLOYEE:
	 	 	 
		 	/s/ John E. Buyko                                                           
		 	John E. Buyko
	 	 	 
	 	 	AEROFLEX INCORPORATED
	 	 	 
		 	By: /s/ John Adamovich, Jr.                                           
		 	      Name:  John Adamovich, Jr.
	 	 	      Title:    Senior Vice President and

                           Chief Financial Officer



  




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Exhibit A


 


GENERAL RELEASE


 


I, John Buyko, in consideration of and subject
to the terms and conditions set forth in the Employment Agreement dated as of April __, 2013 (the “Employment Agreement”)
to which this General Release is attached, and other good and valuable consideration, do hereby release and forever discharge Aeroflex
Incorporated (the “Company”), VGG Holding LLC, AX Holding Corp. and their current and former officers, directors, partners,
members, shareholders, investors, employees, attorneys, agents, predecessors, successors, affiliates, assigns and legal representatives
(together, the “Company Released Parties”), from any and all claims, charges, manner of actions and causes of
action, suits, debts, dues, accounts, bonds, covenants, contracts, agreements, judgments, charges, claims, and demands whatsoever
which I, my heirs, executors, administrators and assigns have, or may hereafter have against the Company Released Parties arising
out of or by reason of any cause, matter or thing whatsoever, whether known or unknown, from the beginning of the world to the
date hereof (“Claims”), including, without limitation, in connection with or relating to, my employment or termination
of employment with the Company and its subsidiaries, the Employment Agreement, all employment-related matters arising under any
federal, state or local statute, rule or regulation or principle of contract law or common law and any claims of employment discrimination,
unlawful harassment or retaliation claims and claims arising under Title VII of the Civil Rights Act of 1964, 42 U.S.C. §
2000 et seq., the Employee Retirement Income Security Act of 1974, 29 U.S.C. § 1001 et seq.,
the Fair Labor Standards Act (to the extent allowed by law), 29 U.S.C. § 201 et seq., Age Discrimination
in Employment Act of 1967, 29 U.S.C. § 621, et seq., the Reconstruction Era Civil Rights Act, 42 U.S.C.
§ 1981 et seq., the Americans with Disabilities Act of 1993, 42 U.S.C. § 12900 et seq.,
the Family and Medical Leave Act of 1990 (to the extent allowed by law), 42 U.S.C. § 12101, et seq., the
New York State Human Rights Law, N.Y. Exec. Law § 290 et seq., the New York State Labor Law, N.Y. Labor
Law § 1 et seq., and the New York City Human Rights Law, N.Y.C. Admin. Code § 8-107 et seq.,
provided, that this General Release shall not constitute a release of any Claims that arise from a breach of (i) Sections 3(c)(i),
5, 7 and/or 13 of the Employment Agreement, (ii) the Contribution Agreement between VGG Holding LLC and me, (iii) the Amended and
Restated Limited Liability Agreement of VGG Holding LLC, as amended from time to time or (iv) any benefit under any tax-qualified
plan sponsored, maintained or contributed to by the Company.


 


I acknowledge that I have been advised to
consult with legal counsel. I acknowledge that I have been provided with the opportunity to review and consider this General Release
for twenty-one (21) days from the date it was provided to me. If I elect to sign before the expiration of the twenty-one (21) days,
I acknowledge that I will have chosen, of my own free will without any duress, to waive my right to the full twenty-one (21) day
period. I understand that I may revoke this General Release within seven (7) days after my execution by sending a written notice
of revocation to __________ at the Company at ____________________, received within the seven-day revocation period.


 




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I acknowledge that I have not relied on any
representations or statements not set forth in the Employment Agreement or in this General Release. Unless otherwise publicly-filed
by the Company, I will not disclose the contents or substance of this General Release to any third parties, other than my spouse,
attorneys, accountants, or as required by law, and I will instruct each of the foregoing not to disclose the same. I am signing
this General Release knowingly, voluntarily and with full understanding of its terms and effects.


 


This General Release will be governed by and
construed in accordance with the laws of the State of New York. If any provision in this General Release is held invalid or unenforceable
for any reason, the remaining provisions shall be construed as if the invalid or unenforceable provision had not been included.


 


In witness hereof, I have executed this General
Release this ___ day of _____, 201_.


 


	 	 
	 	 John E. Buyko


 




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