Unassociated Document


    AMENDMENT
      NO. 2 TO EMPLOYMENT AGREEMENT

    


    AMENDMENT
      NO. 2 TO EMPLOYMENT AGREEMENT (“Amendment No. 2”) made effectively as of the
      17th
      day of
      December, 2007 by and between Aeroflex Incorporated, a Delaware corporation
      (
      together with its successors and assigns, the ACompany@)
      and
      Carl Caruso (hereinafter the AEmployee@).

    


    W
      I T N E S S E T H:

    


    WHEREAS,
      the Company and Employee entered into an Employment Agreement dated November
      6,
      2003 (hereinafter the AEmployment
      Agreement@);
      and


    


    WHEREAS,
      the Employment Agreement was amended by Amendment No. 1 to the Employment
      Agreement, dated March 11, 2005 which added a new paragraph 27 to the Employment
      Agreement that, inter
      alia,
      provided
      that the Employee, upon the termination of the Employment Term, would become
      a
      consultant to the Company for the compensation and on the terms set forth (the
      “Consulting Arrangement”); and 

    


    WHEREAS
      the Company and the Employee desire to modify the Employment Agreement, as
      amended, as hereinafter set forth.

    


    NOW,
      THEREFORE, for good and valuable consideration, the receipt of which is hereby
      acknowledged, the parties hereto agree as follows:

    


    
      	 	
              1.

            	
              Section
                2(b) shall be amended and restated to read as
                follows:

            


    

    


    Term
      of
      Employment. The Term of Employment shall continue hereunder until either the
      Company or the Employee gives the other written notice of its intention to
      terminate the Term on the date set forth in the Notice (the “Termination
      Date”).

    


    
      	
            	2.	
              Section
                8(b) shall be amended and restated to read as
                follows:

            


    

    


    Termination
      Due to Death. In the event the Employee’s employment is terminated due to his
      death, his Beneficiary shall be entitled to the unpaid benefits provided in
      Sections 8(f) and 27, as amended by Amendment No. 2.

    


    
      	 	
              3.

            	
              Section
                8 (c) shall be amended and restated to read as
                follows:

            


    

    


    
      	 	 	
              Termination
                Due to Disability. In the event of Disability, the Company shall
                be
                entitled to terminate the Employee’s employment. If the Employee’s
                employment is terminated due to Disability, he shall be entitled
                to the
                benefits described in Section 27.

            


    

    


    
      	 	
              4.

            	
              Section
                8 (e)(iii) shall be amended and restated to read as
                follows:

            


    

    


    
      	 	 	
              In
                the event of Termination Without Cause, the Employee shall be entitled
                to
                receive the Termination Benefit Sum as described in Section 27 hereof,
                in
                one lump sum payment to be made within thirty (30) days after the
                Termination Date.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	 	
              5.

            	
              Section
                8 (f) shall be amended and restated to read as
                follows:

            


    

    


    In
      consideration for the relinquishment and release by Employee of any right that
      he otherwise may have had to terminate his employment with the Company upon
      the
      change of control as defined in Section 1(f), and to receive, accordingly,
      had
      he duly and timely exercised such right, the lump sum payment provided in this
      Section 8(f) as originally written, the Employee (or in the case of his death,
      his Beneficiary) shall be paid the lump sum of $648, 450.00 not later than
      December 31, 2007.

    


    
      	 	
              6.

            	
              Section
                8(h) shall be deleted in its
                entirety.

            


    

    


    
      	
            	7.	
              Section
                27 shall be amended and restated to read as
                follows:

            


    

    


    Effective
      upon the termination of the Employment Term for any reason and under any
      circumstance, including termination by the Company for Cause, the Employee
      (or
      in the case of his death, his Beneficiary) shall be entitled to receive the
      sum
      of $552,190.00, increased by interest at the rate of 5% per annum thereon from
      January 1, 2008 up to the Termination Date (collectively, the “Termination
      Benefit Sum”). Subject to Section 8(e) (iii), the Termination Benefit Sum shall
      be payable in accordance with the Company’s regular payroll practices over a
      three (3) year period commencing on the first day of the first full month after
      the Termination Date, together with interest at the rate of 5% per annum on
      the
      unpaid balance thereof, to be calculated and paid on a quarterly basis.


    


    
      	
            	8.	
              Except
                as specifically provided in this Amendment No. 2, the Employment
                Agreement
                in all other respects is hereby ratified and confirmed without
                amendment.

            


    

     

    
      
         

      

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

     

    
      	 	 	 
	 	AEROFLEX
              INCORPORATED 
	 
 	 
 	 
 
	 	By:  	/s/ John
              Adamovich, Jr.
	 	
              John
                Adamovich, Jr., 

              Chief
                Financial Officer

            
	 	 
	 	 
	 	/s/
Carl
              Caruso
	 	Carl
              Caruso


    

     

    
      
         

      

      
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