Exhibit 10.1
October 21, 2009
Mr. Michael J. Ferrantino, Jr.
12 Martingale Lane
Andover, MA 01810
Dear Michael:
This letter will confirm the agreement between
Valpey-Fisher Corporation (the “Company”) and you
concerning amounts payable to you as severance in the event of a
change in control of the Company prior to December 31,
2010.
In the event of a change in control of
Valpey-Fisher prior to December 31, 2010, you will be paid a 2x
annual base salary as severance in the event you are not offered a
position of President and Chief Executive Officer of the new
control entity.
For the purposes of this letter, a change in
control of the Company shall occur:
a) if any
“Person”, as such term is used in Section 13(d) and
14(d) of the Securities Exchange Act of 1934, as amended (the
“exchange Act”) (provided that the term
“Person” shall not include Theodore Valpey, Jr., the
Company, any trustee or other fiduciary holding securities under an
employee benefit plan of the Company or any corporation owned,
directly or indirectly, by the stockholders of the Company in
substantiall
