EXHIBIT
10.32

     

    AMENDMENT NO. 4 TO
EMPLOYMENT AGREEMENT

     

    AMENDMENT
NO. 4 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 CARL CARUSO (hereinafter the “Executive” and
together with the Company, the “Parties”).

     

    WITNESSETH:

     

    WHEREAS, the Parties entered
into an Employment Agreement dated November 6, 2003, as amended on March 11,
2005, December 17, 2007 and December 24, 2008 (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 this
Agreement must be amended 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.

            	
              Section
      1(h) 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.”

     

    
      	
               
      

            	
              2.

            	
              A
      new Section 28 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 6
and 8(iii)(B), then the reimbursement shall be made to the Employee 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.”

     

    3.           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.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    4.           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/ Carl Caruso

              	 
      
	 
      	 
      	
                Carl
      Caruso

              


      

    


    
      
         


      

      
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