Exhibit 10.2


 


CPI INTERNATIONAL, INC.

RESTRICTED STOCK AGREEMENT




 


THIS 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
Restricted Shares.  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.  Subject to the
provisions of the Plan and the other provisions of this Agreement, the
Restricted Shares shall vest in accordance with the schedule set forth on Exhibit A.  Notwithstanding the foregoing, in the event
of termination of the Grantee’s Continuous Status as an Employee, Director or
Consultant for any reason, 


 


 

















 


the Restricted Shares shall immediately cease vesting as of the date of
termination; provided, however, if such termination occurs as a
result of either death or Disability, the vesting of the Restricted Shares
shall be partially accelerated as set forth on Exhibit A
hereto.  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.


 


 


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  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.


 


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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 


 


 


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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.


 


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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: 

  
				



 


 


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EXHIBIT A

DETAILS OF RESTRICTED STOCK GRANT


 


 


	
  Grantee
  Name:

  	
   

  
	
  Date
  of Grant:

  	
   

  
	
  Number
  of Shares of Common Stock:

  	
   

  



 


Vesting Schedule:  Subject to the restrictions and limitations of
the Agreement and the Plan, the Restricted Shares shall vest as follows:


 


1/4 of
the Restricted Shares will vest on the first anniversary of the Date of Grant.


 


1/4 of
the Restricted Shares will vest on the second anniversary of the Date of Grant.


 


1/4 of
the Restricted Shares will vest on the third anniversary of the Date of Grant.


 


1/4 of
the Restricted Shares will vest on the fourth anniversary of the Date of Grant.


 


If the
Grantee’s Continuous Status as an Employee, Director or Consultant terminates
as result of death or Disability and the date of termination does not occur on
an anniversary of the Date of Grant, then for purposes of determining the
extent to which the Restricted Shares have vested, the Grantee’s Continuous
Status as an Employee, Director or Consultant shall be deemed to have
terminated on the next occurring anniversary of the Date of Grant.  For example, if the Grantee’s Continuous
Status as an Employee, Director or Consultant terminates as result of death or
Disability 25 months after the Date of Grant, then 75% of the Restricted Shares
shall be deemed to be vested as of the date of termination (and no further
vesting shall occur).


 


	
  Grantee Address: