OF THIS OPTION
WILL BE SUBJECT TO THE PROVISIONS OF, INCLUDING OWNERSHIP AND
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TRANSFER RESTRICTIONS (INCLUDING, WITHOUT LIMITATION, RESTRICTIONS IMPOSED BY
APPLICABLE LAWS AND RESTRICTIONS SET FORTH OR REFERENCED IN LEGENDS IMPRINTED ON
CERTIFICATES REPRESENTING SUCH SHARES).
5.
GENERAL.
5.1
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.
5.2
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 10 DAYS ADVANCE WRITTEN NOTICE TO THE OTHER
PARTIES.
NOTICE SHALL BE EFFECTIVE UPON THE EARLIER OF RECEIPT OR 3 DAYS AFTER
THE DATE ON WHICH SUCH NOTICE IS DEPOSITED IN THE MAILS OR WITH THE OVERNIGHT
COURIER.
If to the Company:
CPI
International, Inc.
811 Hansen Way
Palo Alto, California 94303-1110
Attention: Chief Financial Officer
If to Optionee, at the address set forth on Exhibit A.
5.3
COMMUNITY PROPERTY.
WITHOUT PREJUDICE TO
THE ACTUAL RIGHTS OF THE SPOUSES AS BETWEEN EACH OTHER, FOR ALL PURPOSES OF THIS
AGREEMENT, THE OPTIONEE SHALL BE TREATED AS AGENT AND ATTORNEY-IN-FACT FOR THAT
INTEREST HELD OR CLAIMED BY HIS OR HER SPOUSE WITH RESPECT TO THIS OPTION AND
THE PARTIES HERETO SHALL ACT IN ALL MATTERS AS IF THE OPTIONEE WAS THE SOLE
OWNER OF THIS OPTION.
THIS APPOINTMENT IS COUPLED WITH AN INTEREST AND IS
IRREVOCABLE.
5.4
MODIFICATIONS.
THIS AGREEMENT MAY BE
AMENDED, ALTERED OR MODIFIED ONLY BY A WRITING SIGNED BY EACH OF THE PARTIES
HERETO.
5.5
APPLICATION TO OTHER STOCK.
IN THE EVENT
ANY CAPITAL STOCK OF THE COMPANY OR ANY OTHER CORPORATION SHALL BE DISTRIBUTED
ON, WITH RESPECT TO, OR IN EXCHANGE FOR SHARES OF COMMON STOCK AS A STOCK
DIVIDEND, STOCK SPLIT, RECLASSIFICATION OR RECAPITALIZATION IN CONNECTION WITH
ANY MERGER OR REORGANIZATION OR OTHERWISE, ALL RESTRICTIONS, RIGHTS AND
OBLIGATIONS SET FORTH IN THIS AGREEMENT SHALL APPLY WITH RESPECT TO SUCH OTHER
CAPITAL STOCK TO THE SAME EXTENT AS THEY ARE, OR WOULD HAVE BEEN APPLICABLE, TO
THE OPTION SHARES ON OR WITH RESPECT TO WHICH SUCH OTHER CAPITAL STOCK WAS
DISTRIBUTED.
5.6
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.
5.7
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.
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5.8
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