Exhibit 10.3
EMPLOYMENT AGREEMENT
THIS AGREEMENT, made and entered into as of April 27, 2006, by and between
Communications & Power Industries, Inc., a Delaware corporation (hereinafter
called the "Corporation"), and Joel A. Littman (hereinafter called the
"Executive").
WITNESSETH THAT:
WHEREAS, the Corporation desires to continue to employ the Executive as its
Chief Financial Officer, and the Executive desires to continue in such
employment;
NOW, THEREFORE, the Corporation and the Executive, each intending to be legally
bound, hereby mutually covenant and agree as follows (certain defined terms are
set forth in Section 8(d) hereof):
1.
EMPLOYMENT AND TERM.
(A)
EMPLOYMENT. THE CORPORATION SHALL EMPLOY THE EXECUTIVE AS THE
CHIEF FINANCIAL OFFICER OF THE CORPORATION, AND THE EXECUTIVE SHALL SO SERVE,
FOR THE TERM SET FORTH IN SECTION 1(B).
(B)
TERM. THE TERM OF THE EXECUTIVE'S EMPLOYMENT UNDER THIS AGREEMENT
SHALL COMMENCE ON THE DATE HEREOF AND END ON THE THIRD ANNIVERSARY OF THE DATE
HEREOF, SUBJECT TO THE EXTENSION OF SUCH TERM AS HEREINAFTER PROVIDED AND
SUBJECT TO EARLIER TERMINATION AS PROVIDED IN SECTION 8. THE TERM OF THIS
AGREEMENT SHALL BE EXTENDED AUTOMATICALLY FOR ONE (1) ADDITIONAL YEAR AS OF THE
THIRD ANNIVERSARY HEREOF, AND EACH ANNIVERSARY DATE THEREAFTER UNLESS, NO LATER
THAN SIX (6) MONTHS PRIOR TO ANY SUCH RENEWAL DATE, EITHER THE CORPORATION OR
THE EXECUTIVE GIVES WRITTEN NOTICE TO THE OTHER, IN ACCORDANCE WITH SECTION 14,
THAT THE TERM OF THIS AGREEMENT SHALL NOT BE SO EXTENDED; PROVIDED, HOWEVER, NO
AUTOMATIC EXTENSION OF THE TERM SHALL OCCUR WITH RESPECT TO AN ANNIVERSARY DATE
IF EXECUTIVE HAS ATTAINED THE AGE OF 65.
2.
DUTIES. DURING THE PERIOD OF EMPLOYMENT AS PROVIDED IN
SECTION 1(B) HEREOF, THE EXECUTIVE SHALL SERVE AS CHIEF FINANCIAL OFFICER OF THE
CORPORATION AND CHIEF FINANCIAL OFFICER OF THE PARENT AND HAVE ALL POWERS AND
DUTIES CONSISTENT WITH SUCH POSITIONS, SUBJECT TO THE REASONABLE DIRECTION OF
THE CHIEF EXECUTIVE OFFICER. THE EXECUTIVE SHALL DEVOTE SUBSTANTIALLY HIS ENTIRE
TIME DURING REASONABLE BUSINESS HOURS (REASONABLE SICK LEAVE AND VACATIONS
EXCEPTED) AND REASONABLE BEST EFFORTS TO FULFILL FAITHFULLY, RESPONSIBLY AND TO
THE BEST OF HIS ABILITY HIS DUTIES HEREUNDER.
3.
SALARY.
(A)
BASE SALARY. FOR SERVICES PERFORMED BY THE EXECUTIVE FOR THE
CORPORATION PURSUANT TO THIS AGREEMENT DURING THE PERIOD OF EMPLOYMENT AS
PROVIDED IN SECTION 1(B) HEREOF, THE CORPORATION SHALL PAY THE EXECUTIVE A BASE
SALARY AT THE RATE OF TWO HUNDRED THIRTY THOUSAND U.S. DOLLARS ($230,000 U.S.)
PER YEAR, PAYABLE IN
SUBSTANTIALLY EQUAL INSTALLMENTS IN ACCORDANCE WITH THE CORPORATION'S REGULAR
PAYROLL PRACTICES. THE EXECUTIVE'S BASE SALARY (WITH ANY INCREASES UNDER SECTION
3(B), BELOW) SHALL NOT BE SUBJECT TO REDUCTION; PROVIDED, HOWEVER, IN CONNECTION
WITH AN ACROSS-THE-BOARD SALARY REDUCTION THAT APPLIES TO SUBSTANTIALLY ALL OF
THE MANAGEMENT EXECUTIVES OF PARENT AND ITS SUBSIDIARIES, EXECUTIVE'S BASE
SALARY MAY BE REDUCED BY A PERCENTAGE AMOUNT EQUAL TO THE AVERAGE AMOUNT OF THE
PERCENTAGE DECREASE AFFECTING SUCH OTHER MANAGEMENT EXECUTIVES, BUT IN NO EVENT
MORE THAN 10%. ANY COMPENSATION WHICH MAY BE PAID TO THE EXECUTIVE UNDER ANY