EXHIBIT
10.30

     

    AMENDMENT NO. 3 TO
EMPLOYMENT AGREEMENT

     

    AMENDMENT
NO. 3 TO THE EMPLOYMENT AGREEMENT (this “Amendment”) made as of the 31st day of
December, 2008 by and between AEROFLEX INCORPORATED, a Delaware corporation
(hereinafter the “Company”) and JOHN ADAMOVICH, JR. (hereinafter the “Executive”
and together with the Company, the “Parties”).

     

    WITNESSETH:

     

    WHEREAS, the Parties entered
into an Employment Agreement dated November 9, 2005, as amended in November 21,
2006 and December 1, 2006 (the “Agreement”) under which the Parties agreed upon
the terms pursuant to which the Executive would provide services to the Company
as further described therein, and

    


    WHEREAS, Section 409A has been
added to the Internal Revenue Code of 1986, as amended (the “Code”), and the
Parties have agreed to amend this Agreement to comply with the final regulations
issued under Code Section 409A.

    


    NOW,
THEREFORE, the parties hereto agree as follows, effective as of December 31,
2008:

     

    
      	
               
      

            	
              1.

            	
              The
      following phrase shall be added to the end of the last sentence of Section
      2(b)(i)(2) of the Agreement, which shall read as
  follows:

            


    

     

    “provided
that Executive is then still employed on the date such payment would otherwise
be made.”

     

    
      	
               
      

            	
              2.

            	
              Section
      2(b)(ii) of the Agreement shall be amended by adding the following
      sentence to the end thereof:

            


    

     

    “Any
annual bonus payable under this Agreement shall be paid on or prior to March 15
of the year following the year such bonus is earned.”

     

    
      	
               
      

            	
              3.

            	
              All
      references in Section 2 of the Agreement to “disabled” or “Disability” as
      such term is defined in Section 404A(2)(c) of the Code shall henceforth be
      read to mean “Disabled” as such term is defined in Section 409A(a)(2)(C)
      of the Code.

            


    

     

    
      	
               
      

            	
              4.

            	
              Section
      2(c)(iii)(6) of the Agreement is hereby amended and restated in its
      entirety to read as follows:

            


    

     

    “In the
event that the Company undergoes a ‘change in control event,’ as such term is
defined in Treasury Regulation §1.409A-3(i)(5) and the Executive’s employment
with the Company is terminated within two years after such event by (A) the
Company other than for death or Disability or any one or more of the reasons set
forth in Section 3(b)(ii), (iii) or (iv), or (B) the Executive for Good Reason,
then, in either such case, the effective date of termination shall be deemed to
be the Retirement Age and payments shall be made to the Executive in the same
manner and to the same extent as provided in subsection
2(c)(iii)(1).”


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              5.

            	
              Section
      3(a) of the Agreement shall be amended by adding the following sentence to
      the end thereof:

            


    

     

    “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.”

     

    
      	
               
      

            	
              6.

            	
              A
      new provision shall be added at the end of Section 5(a) of the Agreement,
      immediately following Section 5(a)(vi), to read in its entirety as
      follows

            


    

     

    
      	
               
      

            	
              “Notwithstanding
      the above, no event shall be considered a Change in Control unless and
      until such purported Change in Control meets the requirements of a ‘change
      in control event,’ as set forth in Treasury Regulation
      §1.409A-3(i)(5).”

            


    

     

    
      	
               
      

            	
              7.

            	
              Section
      5(c)(i) of the Agreement shall be amended by adding the following sentence
      to the end thereof:

            


    

     

    “Any
bonus component of the Executive’s severance shall be paid in lump sum as soon
as practical following such termination.”

     

    
      	
               
      

            	
              8.

            	
              Section
      5(c)(iv) of the Agreement shall be amended by adding the following
      sentence to the end thereof:

            


    

     

    “Any such
reduction shall first apply against cash payments and then to non-cash
benefits.”

     

    
      	
               
      

            	
              9.

            	
              A
      new Section 14 of the Agreement is hereby added, which shall read in its
      entirety as follows:

            


    

     

    “Compliance
with Code Section 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
2(b)(v), 4(a) and 5(c)(iii), then the reimbursement shall be made to the
Executive 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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    10.           Except
as specifically provided in and modified by this Amendment, the Agreement is in
all other respects hereby ratified and confirmed and references to the Agreement
shall be deemed to refer to the Agreement as modified by this
Amendment.

     

    11.           This
Amendment may be executed in two or more counterparts, each of which shall be
deemed an original, but all of which taken together shall constitute one and the
same instrument.

     

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

     

    
      
        	 
      	
                AEROFLEX
      INCORPORATED

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ Charles Badlato

              	 
      
	 
      	 
      	
                Charles
      Badlato, Vice President – Treasurer

              
	 
      	 
      	
                and
      Assistant Secretary

              
	 
      	 
      	 
      
	 
      	 
      	
                /s/ John Adamovich, Jr.

              	 
      
	 
      	 
      	
                John
      Adamovich, Jr.

              


      

    


    
      
         


      

      
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