Exhibit 10.2
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 Joel A. Littman (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 Chief Financial 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 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 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
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