Exhibit 10.1
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this "Agreement"), is made and
entered into as of January 17, 2008, by and between Communications & Power
Industries, Inc., a Delaware corporation (hereinafter called the "Corporation"),
and Robert A. Fickett (hereinafter called the "Executive").
WITNESSETH THAT:
WHEREAS, the Corporation and the Executive are party to an Employment Agreement,
dated as of April 27, 2006 (the "Original Employment Agreement"), providing for
the employment of the Executive as President and Chief Operating Officer of the
Corporation; and
WHEREAS, the parties desire to amend and restate the Original Employment
Agreement pursuant to the terms and provisions set forth herein;
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
PRESIDENT AND CHIEF OPERATING 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
COMMENCED ON APRIL 27, 2006 (THE "COMMENCEMENT DATE") AND SHALL END ON THE THIRD
ANNIVERSARY OF THE COMMENCEMENT DATE, 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 OF THE COMMENCEMENT DATE, 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 SIXTY-FIVE (65).
2.
DUTIES.
DURING THE PERIOD OF EMPLOYMENT AS PROVIDED IN
SECTION 1(B) HEREOF, THE EXECUTIVE SHALL SERVE AS PRESIDENT AND CHIEF OPERATING
OFFICER OF THE CORPORATION AND PRESIDENT AND CHIEF OPERATING 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 THREE HUNDRED THOUSAND U.S. DOLLARS ($300,000 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