<PAGE>   1

                                                                    EXHIBIT 10.3

                       STOCK PLEDGE AND SECURITY AGREEMENT
                    [Communications & Power Industries, Inc.]


     This Stock Pledge and Security Agreement (this "Pledge Agreement") is
executed and delivered as of the 15th day of December, 2000, by the party set
forth on the signature page hereof ("Pledgor"), to and in favor of FOOTHILL
CAPITAL CORPORATION, a California corporation, as Agent for itself and the other
Lenders ("Agent"), with respect to the following facts:

     A.   Pledgor, Agent, the Lenders named therein, and other Obligors named
therein, have entered into that certain Loan and Security Agreement, dated as of
December 15, 2000 (the same as it may be amended, restated, modified, and
supplemented, and in effect from time to time, the "Loan Agreement"), and
certain other Loan Documents, pursuant to which Loan Documents the Lender Group
has agreed to extend credit to or for the account of Pledgor.

     B.   In order to induce the Lender Group to enter into the Loan Agreement
and to accept all of the Loan Documents, and to make advances and otherwise
extend credit to Borrower thereunder, Pledgor has agreed to secure the payment
and performance of the Obligations and to accomplish same by (i) executing and
delivering to Agent this Pledge Agreement for the benefit of the Lender Group,
(ii) delivering to Agent the Pledged Securities owned by Pledgor (hereinafter
defined), together with appropriate powers and/or endorsements duly executed in
blank by Pledgor, and (iii) delivering to Agent any and all other documents
which Agent deems necessary to protect Agent's interests hereunder or with
respect to the Obligations.

     C.   This Pledge Agreement is one of the Stock Pledge Agreements as defined
and described in the Loan Agreement. Capitalized terms, which are used herein
but not defined herein, shall have the meanings ascribed to them in the Loan
Agreement.

     NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, receipt of which is hereby acknowledged, Pledgor hereby
agrees as follows:

     1.   Definitions.

          (a)  "Issuer" shall mean and include each of the corporations
identified in Exhibit "A" hereto, which is incorporated herein by this
reference, individually and collectively.

          (b)  "Pledge Agreement" shall mean and include this Pledge and
Security Agreement, as amended, modified or supplemented from time to time.

          (c)  "Pledged Property" shall mean and include (i) the Pledged
Securities, the certificates or other instruments representing the Pledged
Securities, any interest of Pledgor in the entries on the books of any financial
intermediary pertaining to the Pledged Shares, together with all cash dividends,
stock dividends, interest, profits, redemptions, warrants, subscription rights,

<PAGE>   2

stock, securities, options, substitutions, exchanges and other distributions now
or hereafter paid, delivered or distributed by Issuer or which may hereafter be
acquired by or delivered with respect to or in exchange for the Pledged
Property, (ii) Pledgor's records with respect to the foregoing and (iii) all
proceeds of all of the foregoing, regardless of form.

          (d)  "Pledged Securities" shall mean the shares of stock described in
Exhibit "A".

          (e)  All other terms hereinbefore or hereinafter defined in this
Pledge Agreement shall have the meanings herein assigned to such terms.

          (f)  All terms not specifically defined herein which are defined in
the New York Uniform Commercial Code shall be construed in accordance with the
definitions set forth therein. All references herein to the "UCC" shall mean the
Uniform Commercial Code adopted by the New York as in effect from time to time.

     2.   Grant of Security Interest

               As collateral security for the prompt and unconditional payment
and performance when due of each and every one of the Obligations, Pledgor
hereby assigns, mortgages, pledges, hypothecates, transfers, sets over and
grants to Agent, for the benefit of the Lender Group, a security interest in and
lien upon all of the Pledged Property.

        3.     Representations, Warranties, Covenants and Waivers

               Pledgor hereby covenants, represents and warrants with and to
Agent that (all of such covenants, representations and warranties being
continuing in nature so long as any of the Obligations are outstanding):

          (a)  The Pledged Securities of Pledgor are duly authorized, validly
issued, fully paid and nonassessable securities of each Issuer; and are not
registered, nor has Pledgor or Issuer authorized the registration thereof, in
the name of any person or entity other than such Pledgor or Agent; and, except
as otherwise shown in Exhibit "A" hereto, constitute all issued and outstanding
shares of such Issuer.

          (b)  The Pledged Property of Pledgor is directly, legally and
beneficially owned by Pledgor free and clear of all claims, liens, pledges and
encumbrances of any kind, nature or description except for the first and prior
pledge and security interest with respect thereto in favor of Agent and
restrictions under applicable securities law.

          (c)  The Pledged Property is not subject to any restrictions relative
to the pledge or transfer thereof, except as noted on the certificates
evidencing the Pledged Securities, and Pledgor has the right to transfer and
hypothecate the Pledged Property of Pledgor free and clear

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<PAGE>   3

of any liens, encumbrances or restrictions except as otherwise provided herein
and restrictions under applicable securities law.

          (d)  The Pledged Property is duly and validly pledged to Agent and no
consent or approval of any governmental or regulatory authority or of any
securities exchange or the like, nor any consent or approval of any other third
party, was or is necessary to the validity and enforceability of this Pledge
Agreement.

          (e) Pledgor authorizes Agent to (i) control the Pledged Property, (ii)
perform any and all other acts which Agent in good faith deems reasonable and/or
necessary for the protection and preservation of the Pledged Property or its
value or Agent's security interest therein, including, without limitation, but
only upon and during the continuation of an Event of Default, transferring,
registering or arranging for the transfer or registration of the Pledged
Property to or in Agent's own name and receiving the income therefrom as
additional collateral for the Obligations and (iii) pay any charges or expenses
which Agent deems necessary for the foregoing purposes, but without any
obligation to do so. Any obligation of Agent for reasonable care for the Pledged
Property in Agent's possession shall be limited to the same degree of care
required by Section 9207 of the UCC (or any comparable successor statute).

          (f) Pledgor will not exercise any right under any Pledged Property
which might constitute the exercise of such control by Agent so as to make the
Issuer of such Pledged Property an Affiliate of Agent until after occurrence of
and during the continuation of an Event of Default.

          (g) Pledgor will pay all charges and assessments of any nature against
the Pledged Property or with respect hereto prior to said charges and/or
assessments being delinquent.

          (h) Pledgor shall promptly reimburse Agent on demand, together with
interest at the rate provided in the Loan Documents, for any charges,
assessments, fees, and reasonable and documented out-of-pocket costs or expenses
paid or incurred by Agent in its Permitted Discretion for the protection,
preservation and maintenance of the Pledged Property and the enforcement of
Agent's rights hereunder, including, without limitation, reasonable and
documented out-of-pocket costs, attorneys fees and other expenses incurred by
Agent in seeking to protect, collect or enforce its rights in the Pledged
Property or otherwise hereunder.

          (i) Pledgor shall furnish Agent with such information concerning
Issuer and the Pledged Property as Agent may from time to time request,
including, without limitation, current financial statements.

          (j) During the term of this Pledge Agreement, if Pledgor shall
receive, have registered in its name or become entitled to receive or acquire or
have registered in its name any stock certificate, option or warrant with
respect to the securities of Issuer (including, without limitation, any
certificate representing a dividend on or a distribution or exchange of or in
connection with any reclassification of the Pledged Securities) whether as an
addition to, in substitution of, or in exchange for any of the Pledged Property
or otherwise, Pledgor agrees to accept same as Agent's agent, to hold same in
trust for Agent and to deliver same forthwith to

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Agent or Agent's agent or bailee in the form received, with the endorsement(s)
of Pledgor where necessary or duly executed appropriate powers and/or
assignments, to be held by Agent or Agent's agent or bailee If any of the
foregoing is at any time in uncertificated form, Pledgor shall register same
with Agent's security interest noted therein, as further security for the
Obligations, and take such other actions as are necessary to create a valid and
perfected first priority security interest in favor of Agent in the Pledged
Securities or other Pledged Property.

          (k) During the term of this Pledge Agreement, Pledgor shall not
directly or indirectly sell, assign, transfer, or otherwise dispose of, or grant
any option with respect to the Pledged Property, nor shall Pledgor create, incur
or permit any further pledge, hypothecation, encumbrance, lien, mortgage or
security interest with respect to the Pledged Property except as permitted by
the Loan Agreement.

          (l) So long as no Event of Default has occurred and is continuing,
Pledgor: (i) shall have the right to vote and exercise all corporate rights with
respect to its Pledged Securities; and (ii) shall have the right to receive and
collect all dividends and distributions (other than of additional securities of
the Issuer, or any options or warrants with respect to the securities of the
Issuer) with respect to the Pledged Securities.

          (m) Agent may notify each Issuer or the appropriate transfer agent of
the Pledged Securities to register the security interest and pledge granted
herein in the name of Agent and honor the rights of Agent with respect to the
Pledged Securities and other Pledged Property.

          (n) Pledgor shall perform such further acts and execute such
additional instruments as are reasonably required by Agent to effectuate and
implement this Pledge Agreement and the provisions hereof.

          (o) No action has been taken or is being taken by or is currently
planned by Pledgor, or any agent acting on its behalf, which would cause this
Pledge Agreement, the Obligations or the Loan Documents to violate any
regulation of the Securities Exchange Act of 1934 or any other applicable law or
regulation, in each case as now in effect or as the same may hereafter be
amended or supplemented. Pledgor is not in the business of extending credit for
the purpose of purchasing or carrying margin stocks or other securities. The
Pledged Property does not compose margin stock.

               (p) Pledgor waives (i) all rights to require Agent to proceed
against any other person, entity or collateral or to exercise any remedy, or
(ii) the defense of the statute of limitations in any action upon any of the
Obligations or other collateral. Agent is entitled to all of the benefits of a
secured party set forth in Section 9207 of the UCC (or any comparable successor
statute).

     4.   Remedies After Event of Default

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          Upon the occurrence and during the continuation of an Event of Default
and subject to any restrictions set forth in the Loan Documents:

          (a) Agent, at its option, shall be empowered to exercise its right to
instruct each Issuer of the Pledged Securities (or the appropriate transfer
agent of the Pledged Securities) to register any or all of the Pledged
Securities and/or other Pledged Property in the name of Agent or in the name of
Agent's nominee, and Agent may complete, in any manner Agent may deem expedient,
any and all stock powers, assignments or other documents heretofore or hereafter
executed in blank by Pledgor and delivered to Agent. After said instruction, and
without further notice, Agent in its sole and absolute discretion, shall have
the exclusive right to exercise all voting and corporate rights with respect to
the Pledged Securities and other Pledged Property and exercise any and all
rights of conversion, redemption, exchange, subscription or any other rights,
privileges, or options pertaining to any shares of the Pledged Securities or the
other Pledged Property as if Agent were the absolute owner thereof, including,
without limitation, the right to exchange, in its discretion, any and all of the
Pledged Securities and other Pledged Property upon any merger, consolidation,
reorganization, recapitalization or other readjustment with respect to Issuer.
Upon the exercise of any such rights, privileges or options by Agent, Agent
shall have the right to deposit and deliver any and all of the Pledged
Securities and other pledged property to any committee, depository, transfer
agent, registrar or other designated agency upon such terms and conditions as
Agent may determine, all without liability to Pledgor, except to account for
property actually received by Agent. However, Agent shall have no duty to
exercise any of the aforesaid rights, privileges or options (all of which are
exercisable in the sole discretion of Agent) and shall not be responsible for
any failure to do so or delay in doing so.

          (b) In addition to all the rights and remedies of a secured party
under the UCC, Agent shall have the right, at any time and without demand of
performance or other demand, advertisement or notice of any kind (except the
notice specified below of time and place of public or private sale) to or upon
Pledgor or any other Person, to proceed forthwith to collect, redeem, receive,
appropriate, sell, or otherwise dispose of and deliver the Pledged Property or
any part thereof in one or more lots at public or private sale or sales at any
exchange, brokers board or at any of Agent's offices or elsewhere at such prices
and on such terms as Agent may deem commercially reasonable. The foregoing
disposition(s) may be for cash or on credit or for future delivery without
assumption of any credit risk by Agent. The proceeds of any such collection,
redemption, recovery, receipt, appropriation, realization, sale or other
disposition, after deducting all costs and expenses of every kind incurred
relative thereto or incidental to the care, safekeeping, maintenance, or
disposition of any and all Pledged Property or in any way relating to the rights
of Agent hereunder (including, without limitation, reasonable and documented
out-of-pocket attorneys' fees and legal expenses) shall be applied first to the
satisfaction of the Obligations (in such order as Agent may elect and whether or
not due) and then to the payment of any amounts required by applicable law,
including Section 9504(l)(c) of the UCC. Pledgor shall be liable to Agent for
the payment on demand of all such reasonable and documented out-of-pocket costs
and expenses of any such sale, collection or other realizations, together with
interest at the rate set forth in the Loan Documents, together with any
reasonable attorneys' fees if placed with an attorney for collection or
enforcement. Pledgor agrees that notice given to it in the same manner

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<PAGE>   6

given to Pledgor pursuant to Section 12 of the Loan Agreement is reasonable
notification of such matters.

          (c) To the fullest extent permitted by law, Agent or any Lender may be
the purchaser of any or all of the Pledged Collateral at any such sale and
Agent, as agent for and representative of the Lenders (but not any Lender or
Lenders in its or their respective individual capacities unless Required Lenders
shall otherwise agree in writing), shall be entitled, for the purpose of bidding
and making settlement or payment of the purchase price for all or any portion of
the Pledged Property sold at any such public sale, to use and apply any of the
Obligations as a credit on account of the purchase price for any Pledged
Property payable by Agent at such sale. Each purchaser at any such sale shall
hold the property sold absolutely free from any claim or right on the part of
Pledgor, and Pledgor hereby waives (to the extent permitted by applicable law)
all rights of redemption, stay and/or appraisal which it now has or may at any
time in the future have under any rule of law or statute now existing or
hereafter enacted. Pledgor agrees that, to the extent notice of sale shall be
required by law at least ten days' notice to Pledgor of the time and place of
any public sale or the time after which any private sale is to be made shall
constitute reasonable notification. Agent shall not be obligated to make any
sale of Pledged Property regardless of notice of sale having been given. Agent
may adjourn any public or private sale from time to time by announcement at the
time and place fixed therefor, and such sale may, without further notice, be
made at the time and place to which it was adjourned. To the fullest extent
permitted by law, Pledgor hereby waives any claims against Agent or any other
member of the Lender Group arising by reason of the fact that the price at which
any Pledged Property may have been sold at such a private sale was less than the
price which might have been obtained at a public sale, even if Agent accepts the
first offer received and does not offer such Pledged Property to more than one
offeree. If the proceeds of any sale or other disposition of the Pledged
Property are insufficient to pay all the Obligations, Pledgor shall be liable
for the deficiency and the fees of any attorneys employed by Agent to collect
such deficiency.

          (d) Pledgor recognizes that Agent may be unable to effect a public
sale of all or part of the Pledged Property by reason of certain prohibitions
contained in the Securities Act of 1933, as amended, as now or hereafter in
effect; or contained in applicable Blue Sky or other state securities law, as
now or hereafter in effect, but may be compelled to resort to one or more
private sales to a restricted group of purchasers who will be obliged to agree,
among other things, to acquire Pledged Property for their own account for
investment and not with a view to the further distribution or resale thereof. If
at the time of any sale of the Pledged Property or any part thereof, the same
shall not, for any reason whatsoever, be effectively registered (if required)
under the Securities Act of 1933 (or other applicable federal or state
securities law), as then in effect, Agent in its sole and absolute discretion is
authorized to sell the Pledged Property or any part thereof by private sale in
such matter and under such circumstances as Agent or its counsel may deem
necessary or advisable in order that such sale may legally be effected without
registration under applicable securities laws. Pledgor acknowledges that private
sales so made may be at prices and other terms less favorable to the seller than
if the Pledged Property were sold at public sale, and that Agent has no
obligation to delay the sale of any such Pledged Property for the period of time
necessary to permit the Issuer of such Pledged Property, even if such Issuer
would agree,

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<PAGE>   7

to register such Pledged Property for public sale under such applicable
securities laws. Pledgor agrees that any private sales made under the foregoing
circumstances shall not be deemed to have been in a commercially unreasonable
manner for the sole reason that it is a private sale.

          (e) Pledgor hereby agrees that if at any time all or any part of any
payment theretofore paid by Pledgor and applied by Agent to any of the
Obligations is returned by Agent for any reason whatsoever (including, without
limitation, the insolvency, bankruptcy, reorganization or assignment for the
benefit of creditors of Pledgor), such Obligations, for the purpose of this
Agreement, to the extent that such payment is returned, shall be deemed to have
continued in existence, notwithstanding such application by Agent, and this
Agreement shall continue to be effective or be reinstated, as the case may be,
as to such Obligations, all as though such application by Agent had not been
made.

          (f) All of Lender Group's rights and remedies, including but not
limited to those arising under this Pledge Agreement, the other Loan Documents,
the instruments and securities comprising the Pledged Property, applicable law
or otherwise, shall be cumulative and not exclusive and shall be enforceable
alternatively, successively or concurrently as Agent may deem expedient. No
failure or delay on the part of Agent in exercising any of its options, powers
or rights or partial or single exercise thereof shall constitute a waiver of
such option, power or right.

     5.   Further Assurances

          Pledgor agrees that at any time and from time to time upon the request
of Agent, to execute and deliver such further documents, including but not
limited to irrevocable proxies or stock powers, in form satisfactory to counsel
for Agent, and will take or cause to be taken such further acts as Agent may
request in order to effect the purposes of this Pledge Agreement and perfect or
continue the perfection of the security interest in the Pledged Property granted
to Agent hereunder.

     6.   Miscellaneous

          (a) Beyond the exercise of reasonable care to assure the safe custody
of the Pledged Property while held by Agent hereunder, as provided in Section
3(e) hereof, neither Agent, nor agent or bailee, nor any other member of the
Lender Group shall have no duty or liability to protect or preserve any rights
pertaining thereto. Agent shall be obligated to return or release its security
interest in the Pledged Property, at the sole expense of Pledgor, after all
Obligations are indefeasibly paid and performed in full in cash and neither
Agent nor any other member of the Lender Group is under any further obligation
to extend credit under the Loan Agreement.

          (b) No course of dealing between Pledgor and Agent, nor any failure or
delay by Agent or any other member of the Lender Group to exercise any right,
power or privilege under this Pledge Agreement, the other Loan Documents or
under any other agreements,

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<PAGE>   8

instruments and documents executed and delivered in connection therewith shall
operate as a waiver hereof or thereof; nor shall any single or partial exercise
of any right, power or privilege hereunder or thereunder preclude any other or
further exercise thereof or the exercise of any other right, power or privilege.
No waiver of any provision of this Pledge Agreement shall be effective unless
the same shall be in writing and signed by Agent, and then such waiver shall be
effective only in the specific instance and for the purpose for which given.

          (c) This Pledge Agreement may not be changed, modified or amended, in
whole or in part, except by a writing signed by Pledgor and Agent.

          (d) The provisions of this Pledge Agreement and the Loan Documents are
severable, and if any clause or provision hereof or thereof shall be held
invalid or unenforceable in whole or in part in any jurisdiction, then such
invalidity or unenforceability shall attach only to such clause or provision or
part hereof in any such jurisdiction and shall not in any manner affect any
other clause or provision in this Pledge Agreement or the Loan Documents in any
jurisdiction or such clause or provision in any other jurisdiction. In the event
of any inconsistency between the terms of this Pledge Agreement and the terms of
the Loan Agreement, the terms of the Loan Agreement shall control.

          (e) This Pledge Agreement shall inure to the benefit of each member of
the Lender Group and their respective successors and assigns and shall be
binding upon Pledgor and its successors and assigns until all of the Obligations
have been indefeasibly paid and performed in full in cash.

          (f) Pledgor agrees to indemnify Agent from and against any and all
claims, losses and liabilities in any way relating to, growing out of or
resulting from this Agreement and the transactions contemplated hereby
(including, without limitation, enforcement of this Pledge Agreement), except to
the extent such claims, losses or liabilities result solely from Agent's gross
negligence or willful misconduct as finally determined by a court of competent
jurisdiction.

          (g) Pledgor shall pay to Agent upon demand the amount of any and all
reasonable and documented out-of-pocket costs and expenses, including the
reasonable and documented fees and out-of-pocket costs and expenses of its
counsel and of any experts and agents, that Agent may incur in connection with
(i) the administration of this Pledge Agreement, (ii) the custody or
preservation of, or the sale of, collection from, or other realization upon, any
of the Pledged Property, (iii) the exercise or enforcement of any of the rights
of Agent hereunder, or (iv) the failure by Pledgor to perform or observe any of
the provisions hereof.

     7.   Continuing Security Interest; Transfer of Loans.

     This Pledge Agreement shall create a continuing security interest in the
Pledged Property and shall (a) remain in full force and effect until the payment
in full of all Obligations, the cancellation or termination of the Commitments
and the cancellation or expiration of all outstanding L/C's, (b) be binding upon
Pledgor, its successors and assigns, and (c) inure, together

                                      -8-
<PAGE>   9

with the rights and remedies of the Lender Group hereunder, to the benefit of
the Lender Group and its successors, transferees and assigns. Without limiting
the generality of the foregoing clause (c), but subject to the provisions of
Section 14 of the Loan Agreement, any Lender may assign or otherwise transfer
any of the Obligations, the Commitments and the other rights and obligations
held by it under the Loan Agreement and the other Loan Documents to any other
Person, and such other Person shall thereupon become vested with all the
benefits in respect thereof granted to Lenders herein or otherwise. Upon the
payment in full in cash of all Obligations (other than inchoate indemnification
obligations with respect to claims, losses or liabilities which have not yet
arisen), the cancellation or termination of the Commitments and the cancellation
or expiration of all outstanding L/C's, the security interest granted hereby
shall terminate and all rights to the Pledged Property shall revert to Pledgor.
Upon any such termination Agent will, at Pledgor's expense, execute and deliver
to Pledgor such documents as Pledgor shall reasonably request to evidence such
termination and Pledgor shall be entitled to the return, upon its request and at
its expense, against receipt and without recourse to Agent, of such of the
Pledged Property as shall not have been sold or otherwise applied pursuant to
the terms hereof.

     8.   CHOICE OF LAW AND VENUE; JURY TRIAL WAIVER.

          THE VALIDITY OF THIS PLEDGE AGREEMENT, THE CONSTRUCTION,
INTERPRETATION, AND ENFORCEMENT HEREOF AND THE RIGHTS OF THE PARTIES HERETO WITH
RESPECT TO ALL MATTERS ARISING HEREUNDER OR RELATED HERETO SHALL BE DETERMINED
UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK (EXCEPT AS OTHERWISE PROVIDED BY THE UCC). THE PARTIES AGREE THAT ALL
ACTIONS OR PROCEEDINGS ARISING IN CONNECTION WITH THIS PLEDGE AGREEMENT AND THE
OTHER LOAN DOCUMENTS SHALL BE TRIED AND LITIGATED ONLY IN THE STATE AND FEDERAL
COURTS LOCATED IN THE COUNTY OF NEW YORK, STATE OF NEW YORK, OR, IF SUCH COURTS
DO NOT HAVE SUBJECT MATTER JURISDICTION, THEN, AT THE SOLE OPTION OF AGENT, IN
ANY OTHER COURT IN WHICH FOOTHILL SHALL INITIATE LEGAL OR EQUITABLE PROCEEDINGS
PERTAINING TO THE COLLATERAL AND WHICH HAS SUBJECT MATTER JURISDICTION OVER THE
MATTER IN CONTROVERSY. PLEDGOR AND AGENT WAIVE, TO THE EXTENT PERMITTED UNDER
APPLICABLE LAW, ANY RIGHT EACH MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON
CONVENIENS OR TO OBJECT TO VENUE TO THE EXTENT ANY PROCEEDING IS BROUGHT IN
ACCORDANCE WITH THIS SECTION 8. PLEDGOR AND AGENT HEREBY WAIVE ITS RESPECTIVE
RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT
OF ANY OF THE LOAN DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREIN,
INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER
COMMON LAW OR STATUTORY CLAIMS. PLEDGOR AND AGENT REPRESENT THAT IT HAS REVIEWED
THIS WAIVER AND EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS
FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION, A COPY

                                      -9-
<PAGE>   10

OF THIS PLEDGE AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE
COURT.

                                      -10-
<PAGE>   11

IN WITNESS WHEREOF, the undersigned has caused this Pledge Agreement to be duly
executed and delivered on the day and year first above written.


COMMUNICATIONS & POWER
INDUSTRIES, INC.

By:
   ------------------------------------

Name:
     ----------------------------------

Title:
      ---------------------------------

Address:
c/o Communications & Power Industries, Inc.
607 Hansen Way,
Palo Alto, California 94303
Attention: Lynn E. Harvey, Chief Financial Officer

                                      -11-
<PAGE>   12

                                   EXHIBIT "A"


                               PLEDGED SECURITIES

<TABLE>
<CAPTION>
                                                  Type of          Number of
       Issued to               Issuer            Securities          Shares        Par Value
       ---------               ------            ----------        ---------       ---------
<S>                            <C>               <C>               <C>             <C>

</TABLE>