Unassociated Document


    Execution
      Copy


    EMPLOYMENT
      AGREEMENT

     

    THIS
      EMPLOYMENT AGREEMENT (this
      "Agreement"), made and entered into as of August 15, 2007 (the "Effective
      Date"), by and between Aeroflex Incorporated, a Delaware corporation, with
      its
      principal office located at 35 South Service Road, Plainview, New York 11803
      (together with its successors and assigns permitted under this Agreement,
      "Aeroflex") and John E. Buyko, who resides at 28 Beaumont Drive, Dix Hills,
      New
      York 11747 ("Buyko"), amends and restates in its entirety the original agreement
      made and entered into as of December 5, 2006 between Aeroflex and Buyko, (the
      "Prior Agreement").

     

    WITNESSETH:

     

    WHEREAS,
      pursuant
      to the Agreement and Plan of Merger by and among AX Holding Corp., AC
      Acquisition Corp (the "Merger Sub") and Aeroflex, dated as of May 25, 2007,
      Merger Sub shall be merged with and into Aeroflex and the separate corporate
      existence of Merger Sub shall cease and Aeroflex shall continue as the surviving
      corporation (the "Transaction");

     

    WHEREAS,
      Aeroflex
      has determined that it is in the best interests of Aeroflex and its stockholders
      to continue to employ Buyko following the Transaction and to set forth in this
      Agreement the obligations and duties of both Aeroflex and Buyko;
      and

     

    WHEREAS,
      Aeroflex
      wishes to assure itself of the services of Buyko for the period hereinafter
      provided, and Buyko is willing to be employed by Aeroflex for said period,
      upon
      the terms and conditions provided in this Agreement;

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    NOW,
      THEREFORE, in
      consideration of the premises and mutual covenants contained herein and for
      other good and valuable consideration, the receipt of which is mutually
      acknowledged, Aeroflex and Buyko (individually a "Party" and together the
      "Parties") agree as follows:

     

    
      	
            	1.	
              DEFINITIONS.

            


    

     

    (a) "Beneficiary"
      shall
      mean the person or persons named by Buyko pursuant to Section 17 below or,
      in
      the event that no such person is named who survives Buyko, his
      estate.

     

    (b) "Board"
      shall
      mean the Board of Directors of Aeroflex.

     

    (c) "Cause"
      shall
      mean:

     

    (i) Buyko's
      conviction of a felony;

     

    (ii) continued
      failure of Buyko to perform his obligations under this Agreement for a period
      of
      thirty (30) days following receipt of written notice to Buyko of such failure,
      

     

    (iii) willful
      malfeasance or willful misconduct in connection with Buyko's duties or any
      act
      or omission which is injurious to the financial condition or business reputation
      of Aeroflex or its affiliates;

     

    (iv) a
      breach
      by Buyko of the provisions of Sections 8
      or 9
      below to the demonstrable and material detriment of Aeroflex.

     

    Notwithstanding
      the foregoing, in no event shall Buyko's failure to perform the duties
      associated with his position caused by his mental or physical disability
      constitute Cause for his termination.

     

    
      
        
        

      

      
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    (d) "Change
      in Control" shall
      have the same meaning as in the Amended and Restated Limited Liability Company
      Operating Agreement of VGG Holding LLC, dated as of August 15, 2007, as amended
      from time to time. 

     

    (e) "Code"
      shall
      mean the Internal Revenue Code of 1986, as amended from time to
      time.

     

    (f) "Disability"
      shall
      mean the illness or other mental or physical disability of Buyko, as determined
      by a physician acceptable to Aeroflex and Buyko, resulting in his failure during
      the Employment Term, as the case may be, (i) to perform substantially his
      applicable material duties under this Agreement for a period of 90 consecutive
      days or 180 days in any 12 month period and (ii) to return to the performance
      of
      his duties within 30 days after receiving written notice of
      termination.

     

    (g) "Employment
      Term" shall
      mean the period specified in Section 2(b) below.

     

    (h) "Fiscal
      Year" shall
      mean the 12-month period beginning on July 1 and ending on the next subsequent
      June 30, or such other 12-month period as may constitute Aeroflex's fiscal
      year
      at any time hereafter.

     

    (i) "Good
      Reason" shall
      mean, at any time during the Employment Term, without Buyko's prior written
      consent or his acquiescence:

     

    (i) reduction
      in his then current Salary;

     

    (ii) reduction
      in the bonus or incentive compensation opportunities available to
      Buyko;

     

    (iii) Aeroflex's
      failure to pay Buyko any amounts otherwise vested and due him hereunder or
      under
      any plan or policy of Aeroflex;

     

    (iv) substantial
      diminution of Buyko's duties or responsibilities;

     

    
      
        
        

      

      
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    (v) assignment
      to Buyko of duties substantially incompatible with his position
      as a senior executive officer; or

     

    (vi) relocation
      of Aeroflex's corporate headquarters to a location more than 35 miles from
      the
      location first above described.

     

    provided,
      that the divesture by Aeroflex of assets representing up to sixty percent (60%)
      of Aeroflex's EBITDA shall not result in a diminution of Buyko's duties or
      responsibilities..

     

    Buyko
      shall provide Aeroflex written notice specifying such event or deficiency
      constituting Good Reason within ninety (90) days following Buyko's knowledge
      of
      the occurrence of such event and Aeroflex shall have thirty (30) days after
      receipt of such notice to cure the event or deficiency that would result in
      Good
      Reason.

     

    (j) "Salary"
      shall
      mean the annual salary provided for in Section 3 below, as adjusted from time
      to
      time.

     

    (k) "Spouse"
      shall
      mean, during the Employment Term, the woman who as of any relevant date is
      legally married to Buyko.

     

    (l) "Subsidiary"
      shall
      mean any corporation of which Aeroflex owns,

     

    directly
      or indirectly, more than 50 percent of its voting stock.

     

    
      	
            	2.	
              EMPLOYMENT
                TERM, POSITIONS AND
                DUTIES.

            


    

     

    (a) Employment
      of Buyko. Aeroflex
      hereby continues to employ Buyko, and Buyko hereby accepts continued employment
      with Aeroflex, in the positions and with the duties and responsibilities set
      forth below and upon such other terms and conditions as are hereinafter stated.
      Buyko shall render services to Aeroflex principally at Aeroflex's corporate
      headquarters, but he shall do such traveling on behalf of Aeroflex as shall
      be
      reasonably required in the course of the performance of his duties
      hereunder.

     

    
      
        
        

      

      
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    (b) Employment
      Term. The
      Employment Term shall commence on the Effective Date and shall terminate on
      August 15, 2012. In addition, the Employment Term shall automatically terminate
      upon any termination of Executive's employment pursuant Section 5.

     

    (c) Titles
      and Duties. 

     

    (i) Until
      the
      date of termination of his employment hereunder, Buyko shall be employed as
      the
      Executive Vice President of Aeroflex and President of Aeroflex Microelectronics
      Solutions, reporting to the chief executive officer of Aeroflex and the Board.
      In his capacity as Executive Vice President and President, Buyko shall have
      the
      customary powers, responsibilities and authorities of an executive vice
      president of corporations of the size, type and nature of Aeroflex.

     

    (ii) During
      the Employment Term, until a Change in Control, Buyko shall serve as a member
      of
      the Board of Directors of Aeroflex.

     

    (d) Time
      and Effort.

     

    (i) Buyko
      agrees to devote his best efforts and abilities and his full business time
      and
      attention to the affairs of Aeroflex in order to carry out his duties and
      responsibilities under this Agreement. 

     

    (ii) Notwithstanding
      the foregoing, nothing shall preclude Buyko from (A) serving on the boards
      of a
      reasonable number of trade associations, charitable organizations and/or
      businesses not in competition with Aeroflex, (B) engaging in charitable
      activities and community affairs and (C) managing his personal investments
      and
      affairs; provided, however, that, such activities do not materially interfere
      with the proper performance of his duties and responsibilities specified in
      Section 2 (c) above.

     

    
      
        
        

      

      
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            	3.	
              SALARY.

            


    

     

    (a) Salary.
      Buyko
      shall receive from Aeroflex an annual Salary, payable in accordance with the
      regular payroll practices of Aeroflex, in a minimum amount of $425,000. The
      Board agrees to review Buyko's Salary annually during the Employment Term and
      Buyko's Salary may be increased (but not decreased) by the Board in its sole
      discretion.

     

    (b) Salary
      Increase. Any
      amount to which Buyko's Salary is increased, as provided in Section 3(a) above
      or otherwise, shall not thereafter be reduced without his consent, and the
      term
      "Salary" as used in this Agreement shall refer to his Salary as thus
      increased.

     

    (c) ANNUAL
      BONUS.
      

     

    (i) For
      Fiscal Year 2007, Buyko shall receive a guaranteed bonus of $600,000, payable
      to
      Buyko at the same time that Fiscal Year 2007 annual bonuses are paid to other
      senior executives of Aeroflex.

     

    (ii) For
      each
      Fiscal Year ending during the Employment Term, Buyko shall be eligible to
      receive an annual bonus of between 50% and 150% of Salary based upon the
      achievement of Aeroflex's EBITDA targets established by the Board. 50% of Salary
      will be awarded if the Aeroflex's EBITDA is $10,000,000 less than the EBITDA
      target established by the Board (the "Threshold EBITDA") and 150% of Salary
      will
      be awarded if Aeroflex’s EBITDA is $10,000,000 or more greater than the EBITDA
      target established by the Board. Buyko's bonus shall be determined by linear
      interpolation to Company performance falling between the two targets. No annual
      bonus will be paid if Aeroflex's EBITDA is below the Threshold EBITDA. The
      EBITDA targets shall be equitably adjusted by the Board in the event of any
      divestiture, acquisition or other extraordinary event. The EBITDA target for
      fiscal year 2008 is $130 million.

     

    
      
        
        

      

      
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            	4.	
              EXPENSE
                REIMBURSEMENT; CERTAIN OTHER
                COSTS.

            


    

     

    During
      the Employment Term, Buyko shall be entitled to prompt reimbursement by Aeroflex
      for all reasonable out-of-pocket expenses incurred by him in performing services
      under this Agreement, upon his submission of such accounts and records as may
      be
      reasonably required by Aeroflex. In addition, Buyko shall be entitled to payment
      by Aeroflex of all reasonable costs and expenses, including attorneys' and
      consultants' fees and disbursements, incurred by him in connection with adoption
      of this Agreement.

     

    (a) EMPLOYEE
      BENEFIT PLANS.
      During
      the Employment Term, Buyko shall be entitled to participate in all employee
      benefit plans and programs that are made available to Aeroflex's senior
      executives or to its employees generally, as such plans or programs may be
      in
      effect from time to time, including, without limitation, pension and other
      retirement plans, profit-sharing plans, savings and similar plans, group life
      insurance, accidental death and dismemberment insurance, travel accident
      insurance, hospitalization insurance, surgical insurance, major and excess
      major
      medical insurance, dental insurance, short-term and long-term disability
      insurance, sick leave (including salary continuation arrangements), holidays,
      vacation (not less than four weeks in any calendar year) and any other employee
      benefit plans or programs that may be sponsored by Aeroflex from time to time,
      including plans that supplement the above-listed types of plans, whether funded
      or unfunded. In addition, During the Employment Term, Buyko shall be entitled
      to
      a car allowance of $750.00 per month. 

     

    
      	
            	5.	
              TERMINATION
                OF EMPLOYMENT.

            


    

     

    (a) Termination
      by Mutual Agreement. The
      Parties may terminate this Agreement by mutual agreement at any time. If they
      do
      so, Buyko's entitlements shall be as the Parties mutually agree.

     

    
      
        
        

      

      
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    (b) General.
      Notwithstanding
      anything to the contrary herein, in the event of termination of Buyko's
      employment under this Agreement, he or his Beneficiary, as the case may be,
      shall be entitled to receive (in addition to payments and benefits under Section
      3(c)(i) or as specifically provided in, subsections (c) through (f) below,
      as
      applicable):

     

    (i) his
      Salary through the date of termination;

     

    (ii) any
      unused vacation from prior years; 

     

    (iii) any
      reimbursements payable in accordance with Section 4 above of any business
      expenses incurred by Buyko through the date of termination buy not yet paid
      to
      him; and

     

    (iv) any
      other
      compensation or benefits that have vested through the date of termination or
      to
      which he may then be entitled in accordance with the applicable terms and
      conditions of each grant, award or plan.

     

    (c) Termination
      due to Death. In
      the
      event that Buyko's employment terminates due to his death, his Beneficiary
      shall
      be entitled, in addition to the compensation and benefits specified in Section
      5(b), to any annual bonus for the current Fiscal Year based on actual
      performance of Aeroflex, prorated to the date of termination.

     

    (d) Termination
      due to Disability. In
      the
      event of Disability, Aeroflex or Buyko may terminate Buyko's employment. If
      Buyko's employment terminates due to Disability, he shall be entitled, in
      addition to the compensation and benefits specified in Section 5(b), to any
      annual bonus for the current Fiscal Year based on actual performance of
      Aeroflex, prorated to the date of termination.

     

    (e) Termination
      by Aeroflex for Cause. Aeroflex
      may terminate Buyko's employment hereunder for Cause only upon written notice
      to
      Buyko prior to any intended termination, which notice shall specify the grounds
      for such termination in reasonable detail. In the event that Buyko's employment
      is terminated for Cause, he shall be entitled only to the compensation and
      benefits specified in Section 5(b).

     

    
      
        
        

      

      
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    (f) Termination
      Without Cause or by Buyko for Good Reason.

     

    (i) Termination
      without Cause shall mean termination of Buyko's employment by Aeroflex and
      shall
      exclude termination (A) due to Retirement, death, Disability or Cause or (B)
      by
      mutual agreement of Buyko and Aeroflex. Aeroflex shall provide Buyko 15 days'
      prior written notice of termination by it without Cause, and Buyko shall provide
      Aeroflex 30 days' prior written notice of his termination for Good
      Reason.

     

    (ii) In
      the
      event of termination by Aeroflex of Buyko's employment without Cause or of
      termination by Buyko of his employment for Good Reason, subject to the execution
      of a general release in favor of Aeroflex, it affiliates and their current
      and
      former officers, directors and employees, in substantially the form attached
      as
      Exhibit A, which is not revoked, he shall be entitled, in addition to the
      compensation and benefits specified in Section 5(b), to:

     

    (A) his
      Salary, payable for the remainder of the Employment Term (assuming
      Buyko's employment had not terminated) at
      the
      rate in effect immediately before such termination;

     

    (B) annual
      bonuses for the remainder of the Employment Term (assuming Buyko's employment
      had not terminated) (including a prorated bonus for any partial Fiscal Year)
      equal to the average of the highest annual bonuses (not to exceed 3 years)
      awarded to him during the Fiscal Years (not to exceed 10 years) commencing
      after
      the Effective Date (including, without limitation, any bonus awarded to Buyko
      in
      the year of termination, which is unpaid as of the date of termination)
      (provided that if Buyko is terminated prior to the payment of any annual bonus
      following the Effective Date, the annual bonus shall be 100% of Salary), such
      bonuses to be paid at the same time annual bonuses are regularly paid by
      Aeroflex to Buyko; and

     

    
      
        
        

      

      
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    (C) For
      the
      continued benefit of Buyko and his eligible
      dependents, Aeroflex shall maintain in full force and effect until the earlier
      of (A) December 31 of the second calendar year following the calendar year
      of
      termination or (B) Buyko's commencement of full-time employment with a new
      employer, at the same cost as is paid
      by
      similarly-situated continuing employees all medical and health plans and
      programs for which
      Buyko
      was
      eligible immediately prior to the date of termination, provided that
Buyko's
      continued
      participation is possible under the general terms and provisions of such
plans
      and
      programs, and subject further to such periodic changes in such plans and
      programs as are
      generally applicable to all participants in such plans and programs.
Buyko
      will
      be
responsible
      for any income tax liability arising out of any continued participation in
      such
      health and
      medical plans and programs, and no additional
      employment service credits shall be given for the period of such continued
      participation;
      and

     

    (D) other
      benefits in accordance with applicable plans and
      programs of Aeroflex.

     

    (iii) Prior
      written consent by Buyko to any of the events described in Section 1(i) above
      shall be deemed a waiver by him of his right to terminate for Good Reason under
      this Section 5(f) solely by reason of the events set forth in such
      waiver.

     

    
      	
            	6.	
              NO
                DUTY TO MITIGATE; NO
                OFFSET.

            


    

     

    Buyko
      shall not be required to mitigate damages or the amount of any payment provided
      for under this Agreement by seeking other employment or otherwise, nor will
      any
      payment hereunder be subject to offset in the event Buyko does receive
      compensation for services from any other source.

     

    
      
        
        

      

      
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            	7.	
              PARACHUTES.

            


    

     

    (a) Transaction.

     

    (i) Application.
      If,
      within twelve months following the closing of the Transaction, Buyko is
      terminated by Aeroflex without Cause or Buyko terminates employment for Good
      Reason and, in connection with the Transaction, all, or any portion, of the
      payments provided under this Agreement, and/or any other payments and benefits
      that Buyko receives or is entitled to receive from Aeroflex or a Subsidiary,
      whether or not under an existing plan, arrangement or other agreement,
      constitutes an "excess parachute payment" within the meaning of Section 280G(b)
      of the Code (each such parachute payment, a "Parachute Payment") and will result
      in the imposition on Buyko of an excise tax under Section 4999 of the Code,
      then, in addition to any other benefits to which Buyko is entitled under this
      Agreement, Aeroflex shall pay him an amount in cash equal to the sum of the
      excise taxes payable by him by reason of receiving Parachute Payments, plus
      the
      amount necessary to put him in the same after-tax position (taking into account
      any and all applicable federal, state and local excise, income or other taxes
      at
      the highest possible applicable rates on such Parachute Payments (including
      without limitation any payments under this Section 12) as if no excise taxes
      had
      been imposed with respect to Parachute Payments (the "Parachute
      Gross-up").

     

    (ii) Computation.
      The
      amount of any payment under this Section 10 shall be computed by a certified
      public accounting firm of national reputation selected by Aeroflex and
      acceptable to Buyko. If Aeroflex or Buyko disputes the computation rendered
      by
      such accounting firm, Aeroflex shall select an alternative certified public
      accounting firm of national reputation to perform the applicable computation.
      If
      the two accounting firms cannot agree upon the computations, Buyko and Aeroflex
      shall jointly appoint a third certified public accounting firm of national
      reputation within 10 calendar days after the two conflicting computations have
      been rendered. Such third accounting firm shall be asked to determine within
      30
      calendar days the computation of the Parachute Gross-up to be paid to Buyko,
      and
      payments shall be made accordingly.

     

    
      
        
        

      

      
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    (iii) Payment.
      In
      any
      event, Aeroflex shall pay to Buyko or pay on his behalf the Parachute Gross-up
      as computed by the accounting firm initially selected by Buyko by the time
      any
      taxes payable by him as a result of the Parachute Payments become due, with
      Buyko agreeing to return the excess amount of such payment over the final
      computation rendered from the process described in Section 7(b). Buyko and
      Aeroflex shall provide the accounting firms with all information that any of
      them reasonably deems necessary in order to compute the Parachute Gross-up.
      The
      cost and expenses of all the accounting firms retained to perform the
      computations described above shall be borne by Aeroflex.

     

    In
      the
      event that the Internal Revenue Service ("IRS") or the accounting firm computing
      the Parachute Gross-up finally determines that the amount of excise taxes
      thereon initially paid was insufficient to discharge Buyko's excise tax
      liability, Aeroflex shall make additional payments to him as may be necessary
      to
      reimburse him for discharging the full liability.

     

    If
      there
      is a reasonable basis for a refund claim with respect to excise taxes paid,
      as
      determined in the sole discretion of Aeroflex, Buyko shall apply to the IRS
      for
      a refund of any excise taxes paid and remit to Aeroflex the amount of any such
      refund that he receives. Aeroflex shall reimburse Buyko for his expenses in
      seeking a refund of excise taxes and for any interest and penalties imposed
      on
      excise taxes that he is required to pay.

     

    
      
        
        

      

      
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    (b) Change
      in Control.
      If, in
      connection with a Change in Control or other transaction following the Effective
      Date, Aeroflex determines in good faith that any payments or benefits (whether
      made or provided pursuant to this Agreement or otherwise) provided to Buyko
      constitute "parachute payments" within the meaning of Section 280G of the Code
      (“Parachute
      Payments”),
      and
      may be subject to an excise tax imposed pursuant to Section 4999 of the Code,
      the Buyko's Parachute Payments will be reduced to an amount determined by
      Aeroflex in good faith to be the maximum amount that may be provided to Buyko
      without resulting in any portion of such Parachute Payments being subject to
      such excise tax (the amount of such reduction, the “Cutback
      Benefits”).
       Buyko shall be entitled to select which Parachute Payments shall be
      reduced hereunder; provided that if Buyko fails to so select, Aeroflex shall
      select which Parachute Payments will be reduced.  Notwithstanding the
      foregoing, Aeroflex shall use reasonable efforts to obtain the approval of
      the
      Cutback Benefits by Aeroflex's shareholders in the manner contemplated by
      Q&A 7 of Treas. Reg. Section 1.280G, it being understood and agreed that
      Aeroflex does not guarantee that such approval will be obtained.  If, and
      only if, Aeroflex determines that such approval is obtained, Buyko shall be
      entitled to receive the Cutback Benefits without regard to the first sentence
      of
      this paragraph.

     

    (c) Any
      Parachute Gross-up payments due to Buyko under this Section 10 shall be paid
      no
      later than the end of the calendar year following the calendar year in which
      Buyko pays the excise tax to which such Parachute Gross-up payment
      relates.

     

    
      	
            	8.	
              CONFIDENTIAL
                INFORMATION.

            


    

     

    (a) General.

     

    (i) Buyko
      understands and hereby acknowledges that as a result of his employment with
      Aeroflex he will necessarily become informed of and have access to certain
      valuable and confidential information of Aeroflex and any of its Subsidiaries,
      joint ventures and affiliates, including, without limitation, inventions, trade
      secrets, technical information, computer software and programs, know-how and
      plans ("Confidential Information"), and that any such Confidential Information,
      even though it may be developed or otherwise acquired by Buyko, is the exclusive
      property of Aeroflex to be held by him in trust solely for Aeroflex's
      benefit.

     

    
      
        
        

      

      
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    (ii) Accordingly,
      Buyko hereby agrees that, during the Employment Term and thereafter, he shall
      not, and shall not cause others to, use, reveal, report, publish, transfer
      or
      otherwise disclose to any person, corporation or other entity any Confidential
      Information without prior written consent of the Board, except to (A)
      responsible officers and employees of Aeroflex or (B) responsible persons who
      are in a contractual or fiduciary relationship with Aeroflex or who need such
      information for purposes in the interest of Aeroflex. Notwithstanding the
      foregoing, the prohibitions of this clause (ii) shall not apply to any
      Confidential Information that becomes of general public knowledge other than
      from Buyko or is required to be divulged by court order or administrative
      process; provided that
      Buyko
      shall give prompt written notice to Aeroflex of such requirement, disclose no
      more information than is so required, and cooperate with any attempts by
      Aeroflex to obtain a protective order or similar treatment.

     

    (b) Return
      of Documents. Upon
      termination of his employment with Aeroflex for any reason, Buyko shall promptly
      deliver to Aeroflex all plans, drawings, manuals, letters, notes, notebooks,
      reports, computer programs and copies thereof and all other materials, including
      without limitation those of a secret or confidential nature, relating to
      Aeroflex's business that are then in his possession or control.

     

    (c) Remedies
      and Sanctions. In
      the
      event that Buyko is found to be in violation of Section 8(a) or (b) above,
      Aeroflex shall be entitled to relief as provided in Section 10
      below.

     

    
      
        
        

      

      
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            	9.	
              NONCOMPETITION/NONSOLICITATION.

            


    

     

    (a) Prohibitions.
      During
      Buyko's employment with Aeroflex and until the later of (x) the period in which
      Buyko is entitled to continued severance payments pursuant to Section 5 and
      (y)
      one year following the Buyko's termination of employment for any reason, Buyko
      shall not, without prior written authorization of the Board, directly or
      indirectly, 

     

    (i) whether
      individually, as a director, manager, member, stockholder, partner, owner,
      employee, consultant or agent of any business, or in any other capacity, other
      than on behalf of Aeroflex or a subsidiary, organize, establish, own, operate,
      manage, control, engage in, participate in, invest in, permit his name to be
      used by, act as a consultant or advisor to, render services for (alone or in
      association with any person, firm, corporation or business organization), or
      otherwise assist any person or entity that engages in or owns, invests in,
      operates, manages or controls any venture or enterprise which engages or
      proposes to engage in any business conducted by Aeoflex or any of its
      subsidiaries on the date of Buyko's termination of employment or within twelve
      (12) months of Buyko's termination of employment in the geographic locations
      where Aeroflex and its subsidiaries engage or propose to engage in such
      business;

     

    (ii) solicit
      or induce any customer of Aeroflex to cease purchasing goods or services from
      Aeroflex or to become a customer of any competitor of Aeroflex; or

     

    (iii) solicit
      or attempt to solicit any employee of Aeroflex or any of its subsidiaries (a
      "Current Employee") or any person who was an employee of Aeroflex or any of
      its
      subsidiaries during the twelve (12) month period immediately prior to the date
      Buyko's employment terminates (a "Former Employee") to
      terminate such employee's employment relationship with Aeroflex in order, in
      either case, to enter into a similar relationship with Buyko, or any other
      person or any entity or hire any employee or Former Employee.

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    (b) Remedies
      and Sanctions. In
      the
      event that Buyko is found to be in violation of Section 9(a) above, Aeroflex
      shall be entitled to relief as provided in Section 10 below.

     

    (c) Exceptions.
      Notwithstanding
      anything to the contrary in Section 9(a) above, its provisions shall not be
      construed as preventing Buyko from investing his assets in any business that
      is
      not a direct competitor of Aeroflex.

     

    
      	
            	10.	
              REMEDIES/SANCTIONS.

            


    

     

    Buyko
      acknowledges that the services he is to render under this Agreement are of
      a
      unique and special nature, the loss of which cannot reasonably or adequately
      be
      compensated for in monetary damages, and that irreparable injury and damage
      may
      result to Aeroflex in the event of any breach of this Agreement or default
      by
      Buyko. Because of the unique nature of the Confidential Information and the
      importance of the prohibitions against competition and solicitation, Buyko
      further acknowledges and agrees that Aeroflex will suffer irreparable harm
      if he
      fails to comply with his obligations under Section 8(a) or (b) above or Section
      9(a) above and that monetary damages would be inadequate to compensate Aeroflex
      for any such breach. Accordingly, Buyko agrees that, in addition to any other
      remedies available to either Party at law, in equity or otherwise, Aeroflex
      will
      be entitled to seek injunctive relief or specific performance to enforce the
      terms (without the posting of a bond), or prevent or remedy the violation,
      of
      any provisions of this Agreement. In addition, without limiting Aeroflex's
      remedies for any breach of any restriction on Buyko set forth in Sections 8(a)
      or (b) above or Section 9(a) above, except as required by law, Aeroflex will
      have no obligation to pay or provide any of the amounts or benefits under
      Section 5 above.

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    
      	
            	11.	
              BENEFICIARIES/REFERENCES.

            


    

     

    Buyko
      shall be entitled to select (and change, to the extent permitted under any
      applicable law) a beneficiary or beneficiaries to receive any compensation
      or
      benefit payable under this Agreement following his death by giving Aeroflex
      written notice thereof; provided, however, that absent any then effective
      contrary notice, his beneficiary shall be his surviving Spouse. In the event
      of
      Buyko's death, or of a judicial determination of his incompetence, reference
      in
      this Agreement to Buyko shall be deemed to refer, as appropriate, to his
      beneficiary, estate or other legal representative.

     

    
      	
            	12.	
              WITHHOLDING
                TAXES.

            


    

     

    All
      payments to Buyko or his Beneficiary under this Agreement shall be subject
      to
      withholding on account of federal, state and local taxes as required by
      law.

     

    
      	
            	13.	
              INDEMNIFICATION
                AND LIABILITY INSURANCE.

            


    

     

    Nothing
      herein is intended to limit Aeroflex's indemnification of Buyko, and Aeroflex
      shall indemnify him to the fullest extent permitted by applicable law consistent
      with Aeroflex's Certificate of Incorporation and By-Laws as in effect on the
      Effective Date, with respect to any action or failure to act on his part while
      he is an officer, director or employee of Aeroflex or any Subsidiary. Aeroflex
      shall cause Buyko to be covered at all times by directors' and officers'
      liability insurance on terms no less favorable than provided to other directors'
      and officers'. Aeroflex shall continue to indemnify Buyko as provided above
      and
      maintain such liability insurance coverage for him after the Employment Term
      for
      any claims that may be made against him with respect to his service as a
      director or officer of Aeroflex.

     

    
      	
            	14.	
              EFFECT
                OF AGREEMENT ON OTHER
                BENEFITS.

            


    

     

    The
      existence of this Agreement shall not prohibit or restrict Buyko's entitlement
      to participate fully in compensation, employee benefit and other plans of
      Aeroflex in which senior executives are eligible to participate.

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    
      	
            	15.	
              ASSIGNABILITY;
                BINDING NATURE.

            


    

     

    This
      Agreement shall be binding upon and inure to the benefit of the Parties and
      their respective successors, heirs (in the case of Buyko) and assigns. No rights
      or obligations of Aeroflex under this Agreement may be assigned or transferred
      by Aeroflex except pursuant to (a) a merger or consolidation in which
      Aeroflex is not the continuing entity or (b) sale or liquidation of all or
      substantially all of the assets of Aeroflex, provided that the surviving entity
      or assignee or transferee is the successor to all or substantially all of the
      assets of Aeroflex and such surviving entity or assignee or transferee assumes
      the liabilities, obligations and duties of Aeroflex under this Agreement, either
      contractually or as a matter of law.

     

    
      	
            	16.	
              REPRESENTATIONS.

            


    

     

    The
      Parties respectively represent and warrant that each is fully authorized and
      empowered to enter into this Agreement and that the performance of its or his
      obligations, as the case may be, under this Agreement will not violate any
      agreement between such Party and any other person, firm or organization.
      Aeroflex represents and warrants that this Agreement has been duly authorized
      by
      all necessary corporate action and is valid, binding and enforceable in
      accordance with its terms.

     

    
      	
            	17.	
              ENTIRE
                AGREEMENT.

            


    

     

    Except
      to
      the extent otherwise provided herein, this Agreement contains the entire
      understanding and agreement between the Parties concerning the subject matter
      hereof and supersedes any prior agreements, whether written or oral, between
      the
      Parties concerning the subject matter hereof, including without limitation
      the
      Prior Agreement. Payments and benefits provided under this Agreement are in
      lieu
      of any payments or other benefits under any severance program or policy of
      Aeroflex to which Buyko would otherwise be entitled.

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    
      	
            	18.	
              AMENDMENT
                OR WAIVER.

            


    

     

    No
      provision in this Agreement may be amended unless such amendment is agreed
      to in
      writing and signed by both Buyko and an authorized officer of Aeroflex. No
      waiver by either Party of any breach by the other Party of any condition or
      provision contained in this Agreement to be performed by such other Party shall
      be deemed a waiver of a similar or dissimilar condition or provision at the
      same
      or any prior or subsequent time. Any waiver must be in writing and signed by
      the
      Party to be charged with the waiver. No delay by either Party in exercising
      any
      right, power or privilege hereunder shall operate as a waiver
      thereof.

     

    
      	
            	19.	
              SEVERABILITY.

            


    

     

    In
      the
      event that any provision or portion of this Agreement shall be determined to
      be
      invalid or unenforceable for any reason, in whole or in part, the remaining
      provisions of this Agreement shall be unaffected thereby and shall remain in
      full force and effect to the fullest extent permitted by law.

     

    
      	
            	20.	
              SURVIVAL.

            


    

     

    The
      respective rights and obligations of the Parties under this Agreement shall
      survive any termination of Buyko's employment with Aeroflex.

     

    
      	
            	21.	
              GOVERNING
                LAW/JURISDICTION.

            


    

     

    This
      Agreement shall be governed by and construed and interpreted in accordance
      with
      the laws of New York,
      without
      reference to principles of conflict of laws.

     

    
      	
            	22.	
              NOTICES.

            


    

     

    Any
      notice given to either Party shall be in writing and shall be deemed to have
      been given when delivered either personally, by fax, by overnight delivery
      service (such as Federal Express) or sent by certified or registered mail
      postage prepaid, return receipt requested, duly addressed to the Party concerned
      at the address indicated below or to such changed address as the Party may
      subsequently give notice of.

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    If
      to
      Aeroflex or the Board:

     

    Aeroflex
      Incorporated 

    35
      South
      Service Road 

    Plainview,
      NY 11803 

    Attention:
      General Counsel 

    FAX:
      (516) 694-4823

     

    With
      a
      copy to:

     

    Veritas
      Capital Management II, LLC

    660
      Madison Avenue, 14th Floor

    New
      York,
      New York 10021

    Attention:
      Robert B. McKeon

     

    And
      a
      copy to:

     

    Schulte
      Roth & Zabel LLP

    919
      Third
      Avenue

    New
      York,
      NY 10022

    
      	
            	Attention:	
              Benjamin
                Polk

            


    

    
      	
            	Telephone:	
              (212)
                756-2000

            


    

    
      	
            	Fax:	
              (212)
                593-5955

            


    

     

    If
      to
      Buyko:

     

    John
      E.
      Buyko

    28
      Beaumont Drive

    Dix
      Hills, New York 11747

     

    
      	
            	23.	
              HEADINGS.

            


    

     

    The
      headings of the sections contained in this Agreement are for convenience only
      and shall not be deemed to control or affect the meaning or construction of
      any
      provision of this Agreement.

     

    
      	
            	24.	
              COUNTERPARTS.

            


    

     

    This
      Agreement may be executed in counterparts, each of which when so executed and
      delivered shall be an original, but all such counterparts together shall
      constitute one and the same instrument.

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the
      undersigned have executed this Agreement as of the date first written
      above.

    


    
      	 	 	 	
              Aeroflex
                Incorporated

            
	 	 	 	 
	 	 	 	 
	
              Attest:
                

            	
               

            	 	
              By:
                /s/
                John Adamovich, Jr.

            
	 	 	 	
              Senior
                Vice President

            
	 	 	 	 
	 	 	 	 
	Witness:	
               /s/
                Barbara Allen

            	 	
              /s/
                John Buyko

            
	 	 	 	
              John
                E. Buyko

            


    

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    Exhibit
      A


    GENERAL
      RELEASE

    


    I,
      John
      Buyko, in consideration of and subject to the terms and conditions set forth
      in
      the Employment Agreement dated as of August 15, 2007 (the "Employment
      Agreement") to which this General Release is attached, and other good and
      valuable consideration, do hereby release and forever discharge
      Aeroflex
      Incorporated (the "Company"), VGG Holding LLC, AX Holding Corp. and their
      current and former officers, directors, partners, members, shareholders,
      investors, employees, attorneys, agents, predecessors, successors, affiliates,
      assigns and legal representatives (together, the "Company Released
      Parties"), from
      any
      and all claims, charges, manner of actions and causes of action, suits, debts,
      dues, accounts, bonds, covenants, contracts, agreements, judgments, charges,
      claims, and demands whatsoever which I, my heirs, executors, administrators
      and
      assigns have, or may hereafter have against the Company Released Parties arising
      out of or by reason of any cause, matter or thing whatsoever, whether known
      or
      unknown, from the beginning of the world to the date hereof ("Claims"),
      including, without limitation, in connection with or relating to, my employment
      or termination of employment with the Company and its subsidiaries, the
      Employment Agreement, all employment-related matters arising under any federal,
      state or local statute, rule or regulation or principle of contract law or
      common law and any
      claims of employment discrimination, unlawful harassment or
      retaliation
      claims
      and claims arising under Title VII of the Civil Rights Act of 1964, 42 U.S.C.
§
2000 et seq.,
      the
      Employee Retirement Income Security Act of 1974, 29 U.S.C. § 1001
et seq.,
      the
      Fair Labor Standards Act (to the extent allowed by law), 29 U.S.C. § 201
et seq.,
      Age
      Discrimination in Employment Act of 1967, 29 U.S.C. § 621, et seq.,
      the
      Reconstruction Era Civil Rights Act, 42 U.S.C. § 1981 et seq.,
      the
      Americans with Disabilities Act of 1993, 42 U.S.C. § 12900 et seq.,
      the
      Family and Medical Leave Act of 1990 (to the extent allowed by law), 42 U.S.C.
§
12101, et seq.,
      the
      New
      York State Human Rights Law, N.Y. Exec. Law § 290 et seq.,
      the New
      York State Labor Law, N.Y. Labor Law § 1 et seq.,
      and the
      New York City Human Rights Law, N.Y.C. Admin. Code § 8-107 et seq.,
      provided, that this General Release shall not constitute a release of any Claims
      that arise from a breach of (i) Sections 3(c)(i), 5, 7 and/or 13 of the
      Employment Agreement, (ii) the Contribution Agreement between VGG Holding LLC
      and me, (iii) the Amended and Restated Limited Liability Agreement of VGG
      Holding LLC, as amended from time to time or (iv) any benefit under any
      tax-qualified plan sponsored, maintained or contributed to by the
      Company..

     

    I
      acknowledge that I have been advised to consult with legal counsel. I
      acknowledge that I have been provided with the opportunity to review and
      consider this General Release for twenty-one (21) days from the date it was
      provided to me. If I elect to sign before the expiration of the twenty-one
      (21)
      days, I acknowledge that I will have chosen, of my own free will without any
      duress, to waive my right to the full twenty-one (21) day period. I understand
      that I may revoke this General Release within seven (7) days after my execution
      by sending a written notice of revocation to __________ at the Company at
      ____________________, received within the seven-day revocation
      period.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    I
      acknowledge that I have not relied on any representations or statements not
      set
      forth in the Employment Agreement or in this General Release. Unless otherwise
      publicly-filed by the Company, I will not disclose the contents or substance
      of
      this General Release to any third parties, other than my spouse, attorneys,
      accountants, or as required by law, and I will instruct each of the foregoing
      not to disclose the same. I am signing this General Release knowingly,
      voluntarily and with full understanding of its terms and effects.

     

    This
      General Release will be governed by and construed in accordance with the laws
      of
      the State of New York. If any provision in this General Release is held invalid
      or unenforceable for any reason, the remaining provisions shall be construed
      as
      if the invalid or unenforceable provision had not been included.

     

    In
      witness hereof, I have executed this General Release this ___ day of _____,
      200_.

     

    
      	 	 
	 	 John E.
              Buyko