Form of Amendment of Change in control Severance Agreement



 EXHIBIT 10.5 
 FIRST AMENDMENT 
 TO 
 CHANGE IN CONTROL SEVERANCE AGREEMENT 
 This First Amendment to Change in
Control Severance Agreement (“First Amendment”) dated as of                     , 2008 is made and entered into by and between Mercury
Computer Systems, Inc., a Massachusetts corporation (the “Company”), and [Name of Executive] (the “Executive”). 
 WHEREAS, the Company and the Executive are parties to a Change in Control Severance Agreement dated as of
                             (the “Severance Agreement”); and 
 WHEREAS, the parties hereto desire to amend the Severance Agreement to comply with the requirement of Section 409A of the Internal Revenue Code of
1986, as amended; and 
 WHEREAS, capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in
the Severance Agreement. 
 NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Employers and the Executive agree
as follows: 
 1. Section 6.1(A) of the Severance Agreement is hereby amended by adding the following at the end thereof:

 “Such amount shall be paid in one lump sum payment no later than 30 days following the Date of Termination; provided,
however, that if the Terminating Event is during a Potential Change in Control Period, or after the Change in Control but the Change in Control does not constitute a change in the ownership or effective control of the Company, or in the ownership of
a substantial portion of the assets of the Company, within the meaning of Section 409A of the Code, such amount shall be paid out on a salary continuation basis in equal installments over a 12-month period beginning with the first payroll date
that occurs 30 days after the Date of Termination.” 
 2. The Severance Agreement is hereby amended by deleting the last
sentence of Section 6.2(A)(ii) and substituting therefor the following: 
 “In such event, the Total Payments shall
be reduced in the following order: (1) cash payments not subject to Section 409A of the Code; (2) cash payments subject to Section 409A of the Code; (3) equity-based payments; and (4) non-cash form of benefits. To the
extent any payment is to be made over time (e.g., in installments), then the payments shall be reduced in reverse chronological order.” 
 3. The Severance Agreement is hereby amended by adding the following sentence at the end of Section 6.3: 
 “If any such delayed cash payment is otherwise payable on an installment basis, the first payment shall include a catch-up payment covering amounts that would otherwise have been paid during the six-month period
but for the application of this provision, and the balance of the installments shall be payable in accordance with their original schedule.” 
 4. All other provisions of the Severance Agreement shall remain in full force and effect according to their respective terms, and nothing contained herein shall be deemed a waiver of any right or abrogation of any
obligation otherwise existing under the Severance Agreement except to the extent specifically provided for herein. 
 5. The
validity, interpretation, construction and performance of this First Amendment shall be governed by the laws of the Commonwealth of Massachusetts. 
 6. This First Amendment may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument. 







 IN WITNESS WHEREOF, the undersigned officer, on behalf of Mercury Computer Systems, Inc., and the
Executive have hereunto set their hands as an agreement under seal, all as of the date first above written. 
  

			
	MERCURY COMPUTER SYSTEMS, INC.
		
	 By:
	 	  

		 	Name
		 	Title
	
	EXECUTIVE
		
		 	  

		 	[Name]


  

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