ex10d47.htm


    Exhibit
10.47

    


     

    CPI
INTERNATIONAL, INC.

     

    PERFORMANCE
RESTRICTED STOCK AGREEMENT

     

    (Senior
Executives)

     

    


     

    THIS
PERFORMANCE RESTRICTED STOCK AGREEMENT (the "Agreement") is made and
entered into as of the date of grant set forth on Exhibit A hereto
by and between CPI International, Inc., a Delaware corporation (the "Company"), and the individual
(the "Grantee") set
forth on Exhibit
A.

     

    A.           The
Grantee is an employee or consultant of the Company or a Subsidiary, and the
Company has determined that it is appropriate, desirable and in the best
interests of the Company to issue the Restricted Shares (as defined below) to
the Grantee.

     

    B.           Accordingly,
pursuant to the CPI International, Inc. 2006 Equity and Performance Incentive
Plan (the "Plan"), the
Company is hereby issuing to the Grantee the number of restricted shares of the
Common Stock of the Company (the "Restricted Shares") as set
forth on Exhibit
A hereto, and in all respects subject to the terms, definitions and
provisions of the Plan, which is incorporated herein by reference.

     

    C.           Unless
otherwise defined herein, capitalized terms used in this Agreement shall have
the meanings set forth in the Plan.

     

    NOW,
THEREFORE, in consideration of the mutual agreements contained herein, the
Grantee and the Company hereby agree as follows:

     

    1. Restricted
Shares.

     

    1.1 Issuance of Restricted
Shares.  In consideration of the Grantee's service as an
employee or consultant of the Company or a Subsidiary, the Company is hereby
issuing to the Grantee the number of Restricted Shares set forth on Exhibit A, subject to
the terms and conditions set forth in the Plan and this
Agreement.  The Restricted Shares shall be represented by a
certificate or certificates issued in the name of the Grantee and endorsed with
an appropriate legend referring to the restrictions hereinafter set
forth.

     

    1.2 Restrictions on Transfer of
Shares. The Restricted Shares may not be sold, assigned, transferred,
conveyed, pledged, exchanged or otherwise encumbered or disposed of (each, a
"Transfer") by the
Grantee, except to the Company, until they have become vested as provided in
Section 1.3.
Any purported Transfer in violation of the provisions of this Section 1.2 shall be
void AB INITIO, and the other party to any such purported transaction shall not
obtain any rights to or interest in the Restricted Shares.  In
addition, the Grantee may not Transfer Restricted Shares that have become vested
unless such Restricted Shares are registered pursuant to the Securities Act of
1933 (the "Securities
Act") or under Rule 144 promulgated under the Securities Act or unless
the Company and its counsel agree with the Grantee that such Transfer is not
required to be registered under the Securities Act.

     

    1.3 Vesting; Forfeiture of
Shares.

     

    1.3.1 This
grant of Restricted Shares shall be broken up into two (2) tranches (each a
"Tranche") as
follows:

     

    
      	
              1.3.1.1  

            	
              Tranche
      One shall consist of one-half of the Restricted
  Shares.

            


    

     

    
      	
              1.3.1.2  

            	
              Tranche
      Two shall consist of one-half of the Restricted
  Shares.

            


    

     

    1.3.2 Except as
provided in Section
1.3.6 or 1.3.7 below, the
Restricted Shares shall become vested on the first date on which both the Time
Vesting Condition (described below) and the Performance Condition (described
below) are satisfied with respect to such Restricted Shares.

     

    1.3.3 Time Vesting
Condition.  The "Time Vesting Condition" shall
be satisfied with respect to twenty-five percent (25%) of the Restricted Shares
in each Tranche on the third (3rd) Trading Day (as defined below) following the
Company's issuance of its press release reporting first quarter financial
results in fiscal year 2010, but no later than the end of February 2010. On the
third (3rd) Trading Day following the Company's issuance of its press release
reporting first quarter financial results in each subsequent fiscal year, and in
no case later than the end of February of each subsequent year, the Time Vesting
Condition shall be satisfied with respect to an additional 25% of the Restricted
Shares in each Tranche, until the Time Vesting Condition has become satisfied
with respect to 100% of the Restricted Shares in each Tranche.

     

    1.3.4 Performance
Conditions.  If the Average Stock Price (as defined below)
during any Applicable Trading Period (as defined below) equals or exceeds the
Price Threshold (as defined below) with respect to a Tranche, the "Performance Condition" shall
be deemed to be satisfied with respect to all of the Restricted Shares in such
Tranche on the third (3rd) Trading Day after the issuance of the Company's next
press release publicly reporting quarterly or annual financial results, but no
later than the end of the calendar month in which such press release would
otherwise customarily occur.

     

    1.3.5 Defined
Terms.

     

    
      	
              1.3.5.1  

            	
              "Applicable Trading
      Period" means a period of twenty consecutive Trading Days (as
      defined below) during the Performance Period (as defined
      below).

            


    

     

    
      	
              1.3.5.2  

            	
              "Average Stock Price"
      means the average, for any Applicable Trading Period, of (i) the last
      reported sales price of a Share for each Trading Day in the Applicable
      Trading Period, as reported on the principal national securities exchange
      on which the Shares are listed or admitted for trading or (ii) if the
      Shares are not listed or admitted for trading on any national securities
      exchange, the average of the highest bid and lowest asked prices for a
      Share in the domestic over-the-counter market as reported by Pink OTC
      Markets, Inc., or any similar organization for each Trading Day in the
      Applicable Trading Period.  The Average Stock Price shall be
      appropriately adjusted to reflect any Share Adjustment Transaction (as
      defined below) which impacts an Applicable Trading
  Period.

            


    

     

    
      	
              1.3.5.3  

            	
              "Performance Period"
      shall mean the period beginning on the twentieth (20th) day following the
      Date of Grant and ending on the third (3rd) Trading Day after the issuance
      of the press release publicly reporting first quarter financial results
      for fiscal year 2019, but in no case later than the end of February
      2019.

            


    

     

    
      	
              1.3.5.4  

            	
              "Price Threshold" shall
      mean, (i) with respect to Tranche One, $13.50; and (ii) with respect to
      Tranche Two, $16.00. Each Price Threshold shall be appropriately adjusted
      to reflect any Share Adjustment Transaction during the Performance
      Period.

            


    

     

    
      	
              1.3.5.5  

            	
              "Share Adjustment
      Transaction" shall mean (i) a stock dividend with respect to the
      Shares, (ii) the subdivision of the Shares (by stock split,
      reclassification or otherwise) into a larger number of shares, (iii) the
      combination (by reverse stock split or otherwise) of the Shares into a
      smaller number of shares or (iv) a transaction which has similar
      effect.

            


    

     

    
      	
              1.3.5.6  

            	
              "Trading Day" shall mean
      a day on which the principal national securities exchange on which the
      Shares are listed or admitted to trading is open for trading, or if the
      Shares are not listed or admitted to trading on any national securities
      exchange, any day other than a Saturday, Sunday, or other day on which
      commercial banking institutions in New York, New York are required or
      authorized by law to remain closed.

            


    

     

    1.3.6 In the
event that (i) a Change of Control occurs and the Shares are converted into the
right to receive cash, other securities or other property, or (ii) a Change of
Control occurs and the Shares remain outstanding but are no longer publicly
traded (or the Company is taken private by the Cypress Group or affiliates
thereof), then the Performance Conditions shall no longer be applicable and the
vesting of the Restricted Shares shall be subject to the Time Vesting Condition
only.  In addition, if, in connection with a merger, consolidation,
reorganization, recapitalization or similar transaction in which the Company is
not the surviving entity, (i) all obligations under this Agreement are not fully
assumed by the surviving or resulting entity, and (ii) the Company fails to
provide the Grantee with cash or property with a fair market value equal to the
Fair Market Value of the non-vested portion of the Restricted Shares, then the
Restricted Shares shall become fully vested prior to the effectiveness of such
transaction.

     

    1.3.7 Notwithstanding
the foregoing, (a) in the event of termination of the Grantee's employment by
the Company (or a Subsidiary, as applicable) for Cause or the termination of the
Grantee's Continuous Status as an Employee, Director or Consultant by the
Grantee for any reason other than death, Disability or Good Reason (as defined
in the Grantee's employment agreement), the Restricted Shares shall immediately
cease vesting as of the date of termination and no further vesting shall occur,
and (b) in the event of termination of the Grantee's Continuous Status as
an Employee, Director or Consultant by the Company (or a Subsidiary, as
applicable) without Cause, as a result of death or Disability, or by the Grantee
for Good Reason, the Restricted Shares shall become fully vested as of the date
of termination.  Any Restricted Shares that are not vested on the date
of termination shall be forfeited by the Grantee, and the certificate(s)
representing the non-vested portion of the Restricted Shares so forfeited shall
be canceled.

     

    1.4 Tax Withholding
Obligations.  If the Company shall be required to withhold any
federal, state, local or foreign tax in connection with any issuance or vesting
of Restricted Shares or other securities pursuant to this Agreement, and the
amounts available to the Company for such withholding are insufficient, then the
Grantee shall pay the tax or make provisions that are satisfactory to the
Company for the payment thereof.  Provided the approval of the
Committee is obtained, the Grantee may elect to satisfy all or any part of any
such withholding obligation by surrendering to the Company a portion of the
Restricted Shares that become vested hereunder, and the Restricted Shares so
surrendered by the Grantee shall be credited against any such withholding
obligation based on the then Fair Market Value per share of such Restricted
Shares on the date of such surrender.

     

    2. Dividend, Voting and Other
Rights. Except as otherwise provided in this Agreement, from and after
the Date of Grant, the Grantee shall have all of the rights of a stockholder
with respect to the Restricted Shares, including the right to vote the
Restricted Shares and receive any dividends that may be paid thereto, provided,
however, that any additional Common Stock or other securities that the Grantee
may become entitled to receive pursuant to a stock dividend, stock split,
recapitalization, combination of shares, merger, consolidation, separation or
reorganization or any other change in the capital structure of the Company shall
be subject to the same risk of forfeiture and restrictions on transfer as the
forfeitable Restricted Shares in respect of which they are issued or transferred
and shall become Restricted Shares for the purposes of this
Agreement.

     

    3. Retention of Stock
Certificate(s) by the Company. The certificate(s) representing the
Restricted Shares shall be held in custody by the Company, together with a stock
power that shall be endorsed in blank by the Grantee and delivered to the
Company within ten (10) days of the date hereof, until such shares have become
vested in accordance with Section
1.3.

     

    4. General.

     

    4.1 Governing
Law.  This Agreement shall be governed by and construed under
the laws of the state of Delaware applicable to agreements made and to be
performed entirely in Delaware, without regard to the conflicts of law
provisions of Delaware or any other jurisdiction.

     

    4.2 Notices.  Any
notice required or permitted under this Agreement shall be given in writing by
overnight courier or by postage prepaid, United States registered or certified
mail, return receipt requested, to the address set forth below or to such other
address for a party as that party may designate by ten (10) days advance written
notice to the other parties.  Notice shall be effective upon the
earlier of receipt or three (3) days after the date on which such notice is
deposited in the mails or with the overnight courier.

     

    
      	
              If
      to the Company:

            	
              CPI
      International, Inc.

            


    

     

    
      	
               
      

            	
              811
      Hansen Way

            


    

     

    
      	
               
      

            	
              Palo
      Alto, California 94303-1110

            


    

     

    
      	
               
      

            	
              Attention:
      Chief Financial Officer

            


    

     

    
      	
               
      

            	
              If
      to the Grantee, at the address set forth on Exhibit
      A.

            


    

     

    4.3 Community
Property.                                                      
Without prejudice to the actual rights of the spouses as between each other, for
all purposes of this Agreement, the Grantee shall be treated as agent and
attorney-in-fact for that interest held or claimed by his or her spouse with
respect to the Restricted Shares, and the parties hereto shall act in all
matters as if the Grantee was the sole owner of the Restricted
Shares.  This appointment is coupled with an interest and is
irrevocable.

     

    4.4 Modifications.  This
Agreement may be amended, altered or modified only by a writing signed by each
of the parties hereto.

     

    4.5 Additional
Documents.  Each party agrees to execute any and all further
documents and writings, and to perform such other actions, which may be or
become reasonably necessary or expedient to be made effective and carry out this
Agreement.

     

    4.6 No Third-Party
Benefits.  Except as otherwise expressly provided in this
Agreement, none of the provisions of this Agreement shall be for the benefit of,
or enforceable by, any third-party beneficiary.

     

    4.7 Successors and
Assigns.  Except as provided herein to the contrary, this
Agreement shall be binding upon and inure to the benefit of the parties, their
respective successors and permitted assigns.

     

    4.8 No
Assignment.  Except as otherwise provided in this Agreement,
the Grantee may not assign any of his, her or its rights under this Agreement
without the prior written consent of the Company, which consent may be withheld
in its sole discretion.  The Company shall be permitted to assign its
rights or obligations under this Agreement, but no such assignment shall release
the Company of any obligations pursuant to this Agreement.

     

    4.9 Severability.  The
validity, legality or enforceability of the remainder of this Agreement shall
not be affected even if one or more of the provisions of this Agreement shall be
held to be invalid, illegal or unenforceable in any respect.

     

    4.10 Equitable
Relief.  The Grantee acknowledges that, in the event of a
threatened or actual breach of any of the provisions of this Agreement, damages
alone will be an inadequate remedy, and such breach will cause the Company
great, immediate and irreparable injury and damage.  Accordingly, the
Grantee agrees that the Company shall be entitled to injunctive and other
equitable relief, and that such relief shall be in addition to, and not in lieu
of, any remedies it may have at law or under this Agreement.

     

    4.11 Arbitration.

     

    4.11.1  General.  Any
controversy, dispute, or claim between the parties to this Agreement, including
any claim arising out of, in connection with, or in relation to the formation,
interpretation, performance or breach of this Agreement shall be settled
exclusively by arbitration, before a single arbitrator, in accordance with this
Section 4.11 and the then
most applicable rules of the American Arbitration
Association.  Judgment upon any award rendered by the arbitrator may
be entered by any state or federal court having jurisdiction
thereof.  Such arbitration shall be administered by the American
Arbitration Association.  Arbitration shall be the exclusive remedy
for determining any such dispute, regardless of its
nature.  Notwithstanding the foregoing, either party may in an
appropriate matter apply to a court for provisional relief, including a
temporary restraining order or a preliminary injunction, on the ground that the
award to which the applicant may be entitled in arbitration may be rendered
ineffectual without provisional relief.  Unless mutually agreed by the
parties otherwise, any arbitration shall take place in the City of Palo Alto,
California.

     

    4.11.2  Selection of
Arbitrator.  In the event the parties are unable to agree upon
an arbitrator, the parties shall select a single arbitrator from a list of nine
arbitrators (which shall be retired judges or corporate or litigation attorneys
experienced in executive compensation and stock options) provided by the office
of the American Arbitration Association having jurisdiction over Palo Alto,
California.  If the parties are unable to agree upon an arbitrator
from the list so drawn, then the parties shall each strike names alternately
from the list, with the first to strike being determined by
lot.  After each party has used four (4) strikes, the remaining name
on the list shall be the arbitrator.  If such person is unable to
serve for any reason, then the parties shall repeat this process until an
arbitrator is selected.

     

    4.11.3  Applicability of
Arbitration; Remedial Authority.  This agreement to resolve any
disputes by binding arbitration shall extend to claims against any parent,
subsidiary or affiliate of each party, and, when acting within such capacity,
any officer, director, shareholder, employee or agent of each party, or of any
of the above, and shall apply as well to claims arising out of state and federal
statutes and local ordinances as well as to claims arising under the common
law.  In the event of a dispute subject to this paragraph the parties
shall be entitled to reasonable discovery subject to the discretion of the
arbitrator.  The remedial authority of the arbitrator (which shall
include the right to grant injunctive or other equitable relief) shall be the
same as, but no greater than, would be the remedial power of a court having
jurisdiction over the parties and their dispute.  The arbitrator
shall, upon an appropriate motion, dismiss any claim without an evidentiary
hearing if the party bringing the motion establishes that he or it would be
entitled to summary judgment if the matter had been pursued in court
litigation.  In the event of a conflict between the applicable rules
of the American Arbitration Association and these procedures, the provisions of
these procedures shall govern.

     

    4.11.4  Fees and
Costs.  Any filing or administrative fees shall be borne
initially by the party requesting arbitration.  The Company shall be
responsible for the costs and fees of the arbitration, unless the Grantee wishes
to contribute (up to 50%) of the costs and fees of the
arbitration.  Notwithstanding the foregoing, the prevailing party in
such arbitration, as determined by the arbitrator, and in any enforcement or
other court proceedings, shall be entitled, to the extent permitted by law, to
reimbursement from the other party for all of the prevailing party's costs
(including but not limited to the arbitrator's compensation), expenses, and
attorneys' fees.

     

    4.11.5  Award Final and
Binding.  The arbitrator shall render an award and written
opinion, and the award shall be final and binding upon the
parties.  If any of the provisions of this paragraph, or of this
Agreement, are determined to be unlawful or otherwise unenforceable, in whole or
in part, such determination shall not affect the validity of the remainder of
this Agreement, and this Agreement shall be reformed to the extent necessary to
carry out its provisions to the greatest extent possible and to insure that the
resolution of all conflicts between the parties, including those arising out of
statutory claims, shall be resolved by neutral, binding
arbitration.  If a court should find that the arbitration provisions
of this Agreement are not absolutely binding, then the parties intend any
arbitration decision and award to be fully admissible in evidence in any
subsequent action, given great weight by any finder of fact, and treated as
determinative to the maximum extent permitted by law.

     

    4.12 Headings.  The
section headings in this Agreement are inserted only as a matter of convenience,
and in no way define, limit, extend or interpret the scope of this Agreement or
of any particular section.

     

    4.13 Number and
Gender.  Throughout this Agreement, as the context may require,
(a) the masculine gender includes the feminine and the neuter gender includes
the masculine and the feminine; (b) the singular tense and number includes the
plural, and the plural tense and number includes the singular; (c) the past
tense includes the present, and the present tense includes the past; (d)
references to parties, sections, paragraphs and exhibits mean the parties,
sections, paragraphs and exhibits of and to this Agreement; and (e) periods of
days, weeks or months mean calendar days, weeks or months.

     

    4.14 Counterparts.                                This
Agreement may be executed simultaneously in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    4.15 Complete
Agreement.  This Agreement and the Plan constitute the parties'
entire agreement with respect to the subject matter hereof and supersede all
agreements, representations, warranties, statements, promises and
understandings, whether oral or written, with respect to the subject matter
hereof.

     

    CPI
INTERNATIONAL, INC.

     

    By:___________________________________

     

    Its:___________________________________

     

    GRANTEE

     

    ______________________________________

    Name:


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
A

     

    DETAILS OF PERFORMANCE
RESTRICTED STOCK GRANT

     

    


     

    
      	
              Grantee
      Name:

            	 
      
	
              Date
      of Grant:

            	
              December
      5, 2008

            
	
              Number
      of Shares of Common Stock:

            	 
      


    

    


     

    Grantee
Address: