ex10d44.htm


    Exhibit
10.44

    


    


    


    DATE:
June 21,
2004                                                                           Andrew
Tafler

    


    


    


    Dear
Andy:

    


    Congratulations
on being promoted to the position of Division President, Satcom
Division.

    


    The  following
is your compensation package effective May 21, 2004:

    


    
      	
              Ø  

            	
              Base
      Salary:

            


    

     

        Canadian  $165,000  per
year.

    


    
      	
              Ø  

            	
              Management
      Incentive Plan (MIP):

            


    

     

    Participation
in the FY04 MIP, for the first two quarters of 04 at your previous participation
level, and for the last half of FY 04 at the Division President level. Currently
that equates to an annual target of 50% of salary; with 50% weight based on
Satcom Division performance against its established financial goals, and 50%
based on Total Company performance against Company financial goals. The goals
and graphs are the same as you were previously given. ( Note that the MIP is
subject to Board review annually, and the rules governing the plan, as well as
the potential payout are subject to Board approval each year.)

    


    
      	
              Ø  

            	
              Executive
      Car Program:

            


    

     

        Participation
in the Company’s Executive Car Program. This entitles you to a taxable payment
of Canadian $2100 per month.

    


    
      	
              Ø  

            	
              Retirement
      Plan:

            


    

    


    
      	
              -  

            	
              Participation
      in our defined contribution plan.

            


    

    


    
      	
              Ø  

            	
              Executive
      Physical:

            


    

     

        Eligible to
participate in the Executive Physical Program with reimbursement of up to
Canadian $900 annually.

    


    
      	
              Ø  

            	
              Severance
      Agreement:

            


    

     

    Employment
with the Company will be “at will,” meaning that your employment with the
Company may be terminated at any time for any reason.  As described
below, however, you will be entitled to the following in the event you are
terminated “without cause”:

    


    Termination Without
Cause

    


    Guaranteed
– 6 months Salary

    Contingent
– 6 months Salary

    


    Termination as a result of a
“Change Of Control” Event

    


    In the
event that your termination is the result of a “change in control” event, the
Severance Benefits outlined below will be applicable for such a termination if
it occurs at any time during a two-year period following the date of that
event.

     

    Guaranteed-12
Months Salary

     

    Benefits

     

    Full
coverage for all available benefits at normal employee contribution rates for
the duration of the severance.

    


    MIP

    


    100% of
the award that would have otherwise been earned in the year of
termination.

    


    Car
allowance

    


    Retain
through severance period

    


    Outplacement

    


    Full
outplacement service

     

     

    In order
to receive the foregoing termination benefits you will be required to execute a
general release in favor of CPI.

     

     

    Sincerely,

     

    Joe
Caldarelli

    CEO