AMENDED AND RESTATED EMPLOYMENT AGREEMENT

Exhibit 10(b)

AMENDED AND RESTATED

EMPLOYMENT AGREEMENT

AMENDED AND RESTATED EMPLOYMENT AGREEMENT dated September 17, 2007 (this “Agreement”) between Comtech Telecommunications Corp., a Delaware corporation (the “Company”), and Robert G. Rouse (“Executive”).

WITNESSETH

WHEREAS, Executive is employed as a senior executive of the Company pursuant to an employment agreement dated as of June 2, 2003, as amended (the “Prior Agreement”). The Company and Executive now desire to enter into an amended and restated employment agreement on the terms and conditions set forth herein.

Accordingly, the Company and Executive hereby amend and restate the Prior Agreement to read in its entirety as follows:

1.     Definitions . For purposes of this Agreement, the following capitalized terms shall have the meanings set forth below and shall include the plural as well as the singular:

(a)  “Affiliate” shall mean any Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, any other Person.

(b)  “Annual Base Salary” shall mean Executive’s annual base salary, as determined from time to time in accordance with Section 5(a) hereof.

(c)  “Cause” shall mean the termination of Executive’s employment with the Company for any of the reasons or causes set forth below:

(i)         willful misconduct, gross negligence, dishonesty, misappropriation, breach of fiduciary duty or fraud by Executive with regard to the Company or any of its assets or businesses;

(ii)         conviction of Executive or the pleading of nolo contendere with regard to any felony or crime (for the purpose hereof, traffic violations and misdemeanors shall not be deemed to be a crime); or

(iii)        any material breach by Executive of the provisions of this Agreement which is not cured within thirty days after written notice to Executive of such breach from the Chief Executive Officer of the Company.

(d)  “Disability” shall mean the inability to perform substantially all of Executive’s duties in the capacity hereinafter set forth for a period of not less than 60 consecutive days or any 90 days in any six-month period.

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(e)  “Person” shall mean any individual, partnership, firm, trust, corporation or other similar entity. When two or more Persons act as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding or disposing of securities of the Company, such syndicate or group shall be deemed a “Person” for purposes of this Agreement.

2.     Employment . The Company hereby employs Executive in the capacity hereinafter set forth, and Executive accepts such employment, upon the terms and conditions herein set forth.

3.     Term . This Agreement shall be for a term commencing on August 1, 2007 and, except as otherwise provided in Sections 7, 8 and 9 hereof, terminating at the close of business on July 31, 2009 (the “Expiration Date”). The period during which Executive is employed by the Company pursuant to this Agreement is referred to hereafter as the “Term.” Except as otherwise specifically provided herein, if Executive remains employed by the Company following the Expiration Date, his employment with the Company shall be “at will.”

4.     Duties and Responsibilities . During the Term, Executive shall serve as and have the title of Executive Vice President and Chief Operating Officer of the Company, or such other equivalent or more senior positions and titles as the Board of Directors of the Company may determine. In serving in such capacities, he shall perform such duties and have such responsibilities, consistent with his executive position, as the Board of Directors of the Company and/or the Chief Executive Officer of the Company, may from time to time determine and assign to Executive. Executive shall perform his duties hereunder at the Company’s principal executive offices in Melville, New York or such other location within Long Island at which such offices may be located from time to time in the discretion of the Board of Directors, and shall travel as may be required from time to time in connection with the performance of his duties hereunder. During the Term, Executive agrees that he will (i) devote his full business time, attention, skill and efforts to the performance of his duties hereunder and (ii) generally promote the interests of the Company and its clients.

5.     Compensation . As compensation for services hereunder and in consideration of the covenants contained herein, during the Term, Executive shall be entitled to receive the following compensation:

(a)   Base Compensation . The Company shall pay Executive, in accordance with the Company’s normal payroll practices and subject to required withholding, an annual base salary (“Annual Base Salary”) during the Term at the rate per annum of $385,000 commencing on the date hereof. The Company’s Board of Directors may, in its sole discretion, increase the Annual Base Salary. Once increased, the Annual Base Salary may not be decreased without Executive’s prior written consent.

(b)   Incentive Compensation . Incentive compensation (“Incentive Compensation”) for each fiscal year in which any part of the Term falls in an amount equal to 1.0% of the Company’s Pre-Tax Income for each such fiscal year; provided, however, that (i) the amount payable under this Section 5(b) in respect of a complete fiscal year and paid at a time that Executive remains employed shall be reduced such that the amount, together with Annual Base Salary projected to be payable in that fiscal year, will equal $1 million (references to “Incentive Compensation” elsewhere in this Agreement refer to the amount calculated without regard to this

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reduction); and (ii) if the Term terminates earlier than at the end of a fiscal year, Incentive Compensation shall be based upon the Company’s Pre-Tax Income for the then current fiscal year through the most recent fiscal quarter ended prior to such termination. In addition, Executive may receive from time to time, in the sole discretion of the Compensation Committee of the Board of Directors of the Company (the “Compensation Committee”), additional incentive compensation, which may be intended to comply with the “performance-based compensation” exception under Section 162(m) of the Internal Revenue Code, under the Company’s 2000 Stock Incentive Plan on such terms and conditions as determined by the Compensation Committee. For purposes of this Section 5(b):

(i)         The Company’s “Pre-Tax Income” for any fiscal year or period shall be the consolidated earnings of the Company and its subsidiaries for such fiscal year or period, as determined by the independent accounting firm employed by the Company as its regular auditors in accordance with generally accepted accounting principles applied on a consistent basis, before (A) any extraordinary item, (B) provision for federal, state or municipal income taxes thereon, (C) provision for any Incentive Compensation payable to Executive hereunder, (D) any write-off of in-process research and development acquired, (E) at the discretion of the Compensation Committee, any non-recurring items, (F) any amortization of intangibles relating to future acquisitions, and (G) any stock-based compensation expense before income tax benefit under SFAS 123(R).

(ii)         Incentive Compensation payable with respect to any fiscal year shall be paid in cash to Executive in the fiscal year following the fiscal year to which it relates promptly after completion of the Company’s audited year-end financial statements for such fiscal year (but in any event by the end of the following fiscal year) and at the same time as such Incentive Compensation is paid to the other most senior executive officers of the Company, or, for purposes of the proviso in Section 5(b), promptly after completion of the relevant unaudited quarterly statements, as the case may be.

6.     Other Compensation and Benefits . In addition to the compensation provided for under Section 5, during the Term, Executive shall be entitled to:

(a)  participate in all benefit, pension, retirement, savings, welfare and other employee benefit plans and policies in which members of the Company’s senior management generally are entitled to participate, in accordance with their respective terms as in effect from time to time;

(b)  receive all fringe benefits and perquisites generally maintained by the Company from time to time for members of senior management, including, without limitation, reimbursement for all reasonable, ordinary and necessary business and entertainment expenses incurred in the performance of his services hereunder, in accordance with the Company’s policies as in effect from time to time;

(c)  the accrual of vacation days at the rate of four weeks per annum in accordance with the Company’s policies as in effect from time to time; and

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(d)  annual reimbursement from the Company of the cost of premiums paid by Executive to secure such life insurance coverage on Executive’s life as Executive determines in his discretion; provided that the Company’s maximum annual reimbursement obligation under this Section 6(d) shall be capped based on the annual cost of a customary term life insurance policy with a maximum face amount of $1 million purchased for a five-year term for a non-smoker at the same age as Executive as of the date hereof, such cost to be determined within six months after the date hereof. This benefit is intended to be in addition to, and not in lieu of, any group life insurance coverage provided by the Company. (In addition to this insurance, the Company, in its discretion, and at its own cost and expense, may also obtain insurance covering Executive’s life in such amount as it considers advisable, and payable to the Company. Executive agrees to cooperate fully to enable the Company to obtain such insurance.)

(a)  Subject to the provisions of this Agreement, the Company may immediately terminate Executive’s employment hereunder for Cause upon written notice of such termination, and Executive may voluntarily resign his employment with the Company either prior to a Change in Control or following a Change in Control in which no material diminution in his responsibilities occurs (as described in Section 9(b) hereof) upon ninety days advance written notice of such resignation, and in each such case the Company shall have no other liability or obligation to Executive hereunder except to pay to Executive, when otherwise due: (i) all accrued and unpaid Annual Base Salary to the date of termination and (ii) reimbursement of any unpaid business expenses.

(b)  In the event of Executive’s Disability, the Company may terminate Executive’s employment hereunder upon 30 days prior written notice, in which case the Company shall have no other liability or obligation to Executive hereunder except to pay to Executive (i) all accrued and unpaid Annual Base Salary to the date of termination, (ii) reimbursement of any unpaid business expenses, and (iii) subject to Section 21(c) hereof, any accrued but unpaid Incentive Compensation under Section 5(b) for the fiscal year preceding the fiscal year in which the termination occurs and/or for the then current fiscal year, pursuant to the proviso in Section 5(b) (the payments provided for under clauses (i), (ii), and (iii) of this Section 7(b) being collectively referred to as the “Accrued Obligations”).

8.     Death of Executive . In the event of Executive’s death, the Term of this Agreement shall terminate and the Company shall have no other liability or obligation to Executive hereunder other than to pay to Executive’s estate the Accrued Obligations.

(a)  Subject to Section 9(b), in the event the Company terminates Executive’s employment hereunder prior to the Expiration Date other than pursuant to Section 7 or 8 hereof, then Executive shall be entitled, subject to Section 12 hereof, to receive from the Company (i) the Accrued Obligations, (ii) continued medical and dental benefits coverage through the Expiration Date (but in no event longer than 18 months following termination of employment) and (iii) as severance compensation, subject to Section 21(c) hereof in the case of amounts in excess of the “Separation Pay Limit” (as defined in Section 21(c)) to the extent the Separation

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Pay Limit is applicable, continued payment of the Annual Base Salary (at the rate then in effect) through the Expiration Date (subject to applicable withholding), payable in accordance with the Company’s normal payroll practices; provided, however, that the Company’s obligations to pay severance compensation under this Section 9 shall terminate upon a material breach by Executive of his obligations under Section 10 hereof. Executive acknowledges and agrees that (i) the severance compensation provided under this Section 9 shall be in lieu of any other severance benefits to which Executive may otherwise be entitled, all rights to which Executive hereby irrevocably waives, and (ii) the failure of the Company to offer to continue Executive’s employment from and after the Expiration Date shall not entitle Executive to any severance compensation under this Agreement.

(b)  If the Company terminates Executive’s employment other than pursuant to Section 7 or 8 hereof or Executive terminates his employment due to a material diminution in his responsibilities that occurs prior to the Expiration Date, including, without limitation, due to Executive ceasing to be responsible for the operations of the subsidiaries and/or divisions of the Company that he was responsible for at the time of the Change in Control (as such term is defined in t