Exhibit 10.1
EMPLOYMENT AGREEMENT
THIS AGREEMENT, made and entered into as of April 27, 2006, by and between
Communications & Power Industries Canada Inc., an Ontario corporation
(hereinafter called the "Corporation"), and O. Joe Caldarelli (hereinafter
called the "Executive").
WITNESSETH THAT:
WHEREAS, the Corporation desires to continue to employ the Executive, 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
PRESIDENT 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 BOARD 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 PRESIDENT OF THE CORPORATION
AND CHIEF EXECUTIVE OFFICER OF COMMUNICATIONS & POWER, INDUSTRIES, INC. ("CPI")
AND THE PARENT AND HAVE ALL POWERS AND DUTIES CONSISTENT WITH SUCH POSITIONS,
SUBJECT TO THE REASONABLE DIRECTION OF THE BOARD. THE EXECUTIVE SHALL ALSO
CONTINUE TO SERVE AS A MEMBER OF THE BOARD IF ELECTED AS SUCH. 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 FIVE
HUNDRED FIFTY THOUSAND CANADIAN DOLLARS ($550,000 CANADIAN) 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