exv10w1



 







Exhibit 10.1




AMENDMENT TO THE

RADYNE CORPORATION

2000 LONG-TERM INCENTIVE PLAN




     Radyne Corporation (the “Company”) previously approved and adopted the Radyne Corporation 2000
Long-Term Incentive Plan (the “Plan”) to promote the success and enhance the value of the Company
by linking the personal interests of the Plan’s participants to those of the Company’s stockholders
and by providing such individuals with an incentive for outstanding performance in order to help
grow the Company and to generate superior returns to shareholders of the Company. By this
instrument, the Company desires to amend the Plan to make certain changes consistent with the
Company’s desire to comply with certain institutional shareholder initiatives.



     1. Capitalized terms used but not otherwise defined herein shall have the respective meanings
assigned to such terms in the Plan.



     2. The effective date of this amendment to the Plan shall be June 7, 2006.



     3. Section 4.3(d) is amended and restated as follows:



          (d) Determine the terms and conditions of any Award granted under the Plan including but not
limited to, the exercise price, grant price, or purchase price, any restrictions or limitations on
the Award, any schedule for lapse of forfeiture restrictions or restrictions on the exercisability
of an Award, and accelerations or waivers thereof, based in each case on such considerations as the
Committee in its sole discretion determines; provided, however, that (i) the Committee will not
have the authority to accelerate the vesting, or waive the forfeiture, of any Performance-Based
Awards, and (ii) the Committee will not have the authority to reprice previously granted Options;




     4. Section 5.2 is amended and restated as follows:



          5.2 LAPSED OR ASSUMED AWARDS. To the extent that an Award terminates, expires, or
lapses for any reason, any shares of Stock subject to the Award will again be available for the
grant of an Award pursuant to the Plan. Additionally, to the maximum extent permitted by applicable
law or any securities exchange rule, shares of Stock issued in assumption of, or in substitution
for, any outstanding awards of any entity acquired in any form of combination by the Company or any
Subsidiary shall not be counted against shares of Stock available for grant pursuant to this Plan.
However, for avoidance of doubt, the exercise of a stock-settled SAR or net-cashless exercise of an
Option (or a portion thereof) will reduce the number of shares of Stock available for issuance
hereunder by the entire number of shares of Stock subject to that SAR or Option (or applicable
portion thereof), even though a smaller number of shares of Stock will be issued upon such an
exercise. Also, shares of Stock tendered to pay the exercise price of an Option or to satisfy a tax
withholding obligation arising in connection with an Award will not become available for grant or
sale under the Plan.




     5. Section 7.1(a) is amended and restated as follows:



          (a) EXERCISE PRICE. The exercise price per share of Stock under an Option will be
determined by the Committee and set forth in the Award Agreement; provided that the exercise price
for any Option will not be less than the Fair Market Value as of the date of grant.




     6. Section 13.2 is deleted and is intentionally left blank.



     7. Section 15.1 is amended and restated as follows:



          15.1 AMENDMENT, MODIFICATION AND TERMINATION. With the approval of the Board, at any
time and from time to time, the Committee may terminate, amend or modify the Plan; provided,
however, that the Company must obtain stockholder approval of any Plan amendment (i) to the extent
necessary and desirable to comply with any applicable law, regulation, or stock exchange rule in
such a manner and to such a degree as required, or (ii) that permits the Committee to reprice
previously granted Options.




     8. This Amendment shall amend only the provisions of the Plan as set forth herein.



     Those provisions of the Plan not expressly amended hereby shall be considered in full force and
effect.



          The Company has caused this Amendment to be signed by its duly authorized representative.




	 	 	 
	 

	 	RADYNE CORPORATION
	 
	 	 
	 

	 	By:  /s/ Malcolm C. Persen
	 

	 	Its:  Chief Financial Officer