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.
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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.
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.
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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