Unassociated Document


    AMENDMENT
      NO. 1 TO EMPLOYMENT AGREEMENT

    


    AMENDMENT
      NO. 1 TO EMPLOYMENT AGREEMENT (“Amendment No. 1”) made effectively as of the ___
      day of July, 2008 by and between Aeroflex Incorporated, a Delaware corporation
      (
      together with its successors and assigns, the ACompany@)
      and
      Charles Badlato (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 initial Term of Employment per the Employment Agreement was to be three
      years commencing on November 6, 2003 and terminating on the third anniversary
      thereof, but otherwise, per the terms of the Employment Agreement, was continued
      for successive one year periods thereafer; 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
      7
      shall be amended and restated to read as follows:

    


    (a) The
      Employee shall participate in all employee benefit plans and programs for which
      he is eligible and which are made available to the Company's executive officers
      and other employees generally, as such plans or programs may be in effect from
      time to time, including, without limitation, pension and other retirement plan,
      profit-sharing plans, savings and similar plans, group life insurance,
      accidental death and dismemberment insurance, travel accident insurance,
      hospitalization insurance, surgical insurance, medical insurance, dental
      insurance, short-term and long-term disability insurance, sick leave (including
      salary continuation arrangements), vacations, holidays and any other employee
      benefit plans or programs that may be sponsored by the Company from time to
      time, including any plans that supplement the foregoing types of plans, whether
      funded or unfunded.

    


    
      
        (b)
          Retirement
          Benefit

      

    

    


    (i)
      A
“Change of Control” having occurred on August 15, 2007, (the “Change of Control
      Date”), if the Employee’s employment is terminated for any reason prior to
      August 15, 2008 (the “Determination Date”), the Employee shall be entitled to
      the benefits provided under the Aeroflex Incorporated Supplemental Executive
      Retirement Plan, as amended and restated (the “SERP”), payable in a lump sum
      payment equal to the then present value of the Employee’s lifetime benefit
      under, and calculated pursuant to Section 3.4 of, the SERP; provided,
      however,
      that,
      per the Third Amendment of the SERP, as of August 31, 2007, the Employee’s
      accrued benefit under the SERP shall be frozen as therein provided (i. e.,
      per
      Sections 1.9 and 1.12 of the SERP, respectively, as amended, only Final Average
      Pay (including annual bonuses earned for fiscal 2007) and Service shall be
      taken
      into account in computing the Employee’s benefit under the SERP). 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    (ii)
      Provided that the Employee remains and is employed until and on the
      Determination Date, the Employee shall receive a payment in the amount of
      $2,968,833 (the “Benefit Payment”) in full consideration and settlement of any
      benefits to which the Employee otherwise would be entitled under the SERP,
      payable upon the earliest to occur of: (x) the termination of the Employee’s
      employment for any reason, (y) a Change of Control, or (z) January 5, 2009,
      and
      increased from the Change of Control Date through the date of payment by
      interest at the rate of 6%, compounded annually. 

    


    (iii)
      Except as otherwise may be required by Section 3.4 of the SERP and the
      requirements of Section 409A of the Internal Revenue Code of 1986, as amended,
      any payments to be made under this Section 7(b) shall be paid no later than
      the
      90th
      day
      following the applicable triggering event.

    


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

      

    

    


    (a)
      General. Except as otherwise provided in this Agreement, in the event of
      termination of the Employee's employment under this Agreement, he, his
      dependents or his Beneficiary, as may be the case, shall be entitled to receive
      benefits under the Company's employee benefit plans and the Retirement Benefit
      described, respectively, in Sections 7 (a) and 7 (b) above, in accordance with
      the applicable terms and conditions of each plan or as otherwise provided,
      and
      reimbursement of any business expenses incurred by the Employee but not yet
      paid
      to him. 

     

    3. Except
      as
      specifically provided in this Amendment No.1, 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/ Leonard
              Borow
	 	
              Leonard
                Borow

              President
                and Chief Executive Officer

            
	 	 
	 	
              /s/
                Charles Badlato

            
	 	Charles
              Badlato


    

     

    
      
         

      

      
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