EXHIBIT 10.5
FIRST AMENDMENT
TO
CHANGE IN CONTROL SEVERANCE
AGREEMENT
This First Amendment to Change in
Control Severance Agreement (“First Amendment”) dated
as of
,
2008 is made and entered into by and between Mercury Computer
Systems, Inc., a Massachusetts corporation (the
“Company”), and [Name of Executive] (the
“Executive”).
WHEREAS, the Company and the
Executive are parties to a Change in Control Severance Agreement
dated as of
(the “Severance Agreement”); and
WHEREAS, the parties hereto desire
to amend the Severance Agreement to comply with the requirement of
Section 409A of the Internal Revenue Code of 1986, as amended;
and
WHEREAS, capitalized terms used
herein and not otherwise defined herein shall have the meanings
ascribed to them in the Severance Agreement.
NOW, THEREFORE, in consideration of
the mutual covenants contained herein, the Employers and the
Executive agree as follows:
1. Section 6.1(A) of the
Severance Agreement is hereby amended by adding the following at
the end thereof:
“Such amount shall be paid in
one lump sum payment no later than 30 days following the Date of
Termination; provided, however, that if the Terminating Event is
during a Potential Change in Control Period, or after the Change in
Control but the Change in Control does not constitute a change in
the ownership or effective control of the Company, or in the
ownership of a substantial portion of the assets of the Company,
within the meaning of Section 409A of the Code, such amount
shall be paid out on a salary continuation basis in equal
installments over a 12-month period beginning with the first
payroll date that occurs 30 days after the Date of
Termination.”
2. The Severance Agreement is hereby
amended by deleting the last
