CPI INTERNATIONAL, INC. RESTRICTED STOCK AGREEMENT

Exhibit 10.2

CPI INTERNATIONAL, INC.
RESTRICTED STOCK AGREEMENT

THIS RESTRICTED STOCK AGREEMENT (the “ Agreement ”) is made and entered into as of the date of grant set forth on Exhibit A hereto by and between CPI International, Inc., a Delaware corporation (the “ Company ”), and the individual (the “ Grantee ”) set forth on Exhibit A .

A.            The Grantee is an employee or consultant of the Company or a Subsidiary, and the Company has determined that it is appropriate, desirable and in the best interests of the Company to issue the Restricted Shares (as defined below) to the Grantee.

B.            Accordingly, pursuant to the CPI International, Inc. 2006 Equity and Performance Incentive Plan (the “ Plan ”), the Company is hereby issuing to the Grantee the number of restricted shares of the Common Stock of the Company (the “ Restricted Shares ”) as set forth on Exhibit A hereto, and in all respects subject to the terms, definitions and provisions of the Plan, which is incorporated herein by reference.

C.            Unless otherwise defined herein, capitalized terms used in this Agreement shall have the meanings set forth in the Plan.

NOW, THEREFORE, in consideration of the mutual agreements contained herein, the Grantee and the Company hereby agree as follows:

1.                                        Restricted Shares .

1.1           Issuance of Restricted Shares .  In consideration of the Grantee’s service as an employee or consultant of the Company or a Subsidiary, the Company is hereby issuing to the Grantee the Restricted Shares.  The Restricted Shares shall be represented by a certificate or certificates issued in the name of the Grantee and endorsed with an appropriate legend referring to the restrictions hereinafter set forth.

1.2           Restrictions on Transfer of Shares . The Restricted Shares may not be sold, assigned, transferred, conveyed, pledged, exchanged or otherwise encumbered or disposed of (each, a “ Transfer ”) by the Grantee, except to the Company, until they have become vested as provided in Section 1.3 . Any purported Transfer in violation of the provisions of this Section 1.2 shall be void AB INITIO, and the other party to any such purported transaction shall not obtain any rights to or interest in the Restricted Shares.  In addition, the Grantee may not Transfer Restricted Shares that have become vested unless such Restricted Shares are registered pursuant to the Securities Act of 1933 (the “ Securities Act ”) or under Rule 144 promulgated under the Securities Act or unless the Company and its counsel agree with the Grantee that such Transfer is not required to be registered under the Securities Act.

1.3           Vesting; Forfeiture of Shares .  Subject to the provisions of the Plan and the other provisions of this Agreement, the Restricted Shares shall vest in accordance with the schedule set forth on Exhibit A .  Notwithstanding the foregoing, in the event of termination of the Grantee’s Continuous Status as an Employee, Director or Consultant for any reason,

the Restricted Shares shall immediately cease vesting as of the date of termination; provided , however , if such termination occurs as a result of either death or Disability, the vesting of the Restricted Shares shall be partially accelerated as set forth on Exhibit A hereto.  Any Restricted Shares that are not vested on the date of termination shall be forfeited by the Grantee, and the certificate(s) representing the non-vested portion of the Restricted Shares so forfeited shall be canceled.

1.4           Tax Withholding Obligations .  If the Company shall be required to withhold any federal, state, local or foreign tax in connection with any issuance or vesting of Restricted Shares or other securities pursuant to this Agreement, and the amounts available to the Company for such withholding are insufficient, then the Grantee shall pay the tax or make provisions that are satisfactory to the Company for the payment thereof.  Provided the approval of the Committee is obtained, the Grantee may elect to satisfy all or any part of any such withholding obligation by surrendering to the Company a portion of the Restricted Shares that become vested hereunder, and the Restricted Shares so surrendered by the Grantee shall be credited against any such withholding obligation based on the then Fair Market Value per share of such Restricted Shares on the date of such surrender.

2.                                        Dividend, Voting and Other Rights .  Except as otherwise provided in this Agreement, from and after the Date of Grant, the Grantee shall have all of the rights of a stockholder with respect to the Restricted Shares, including the right to vote the Restricted Shares and receive any dividends that may be paid thereto, provided, however, that any additional Common Stock or other securities that the Grantee may become entitled to receive pursuant to a stock dividend, stock split, recapitalization, combination of shares, merger, consolidation, separation or reorganization or any other change in the capital structure of the Company shall be subject to the same risk of forfeiture and restrictions on transfer as the forfeitable Restricted Shares in respect of which they are issued or transferred and shall become Restricted Shares for the purposes of this Agreement.

3.                                        Retention of Stock Certificate(s) by the Company .  The certificate(s) representing the Restricted Shares shall be held in custody by the Company, together with a stock power that shall be endorsed in blank by the Grantee and delivered to the Company within ten (10) days of the date hereof, until such shares have become vested in accordance with Section 1.3 .

4.             General .

4.1           Governing Law .  This Agreement shall be governed by and construed under the laws of the state of Delaware applicable to agreements made and to be performed entirely in Delaware, without regard to the conflicts of law provisions of Delaware or any other jurisdiction.

4.2           Notices .  Any notice required or permitted under this Agreement shall be given in writing by overnight courier or by postage prepaid, United States registered or certified mail, return receipt requested, to the address set forth below or to such other address for a party as that party may designate by ten (10) days advance written notice to the other parties.  Notice shall be effective upon the earlier of receipt or three (3) days after the date on which such notice is deposited in the mails or with the overnight courier.

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If to the Grantee, at the address set forth on Exhibit A .

4.3           Community Property .  Without prejudice to the actual rights of the spouses as between each other, for all purposes of this Agreement, the Grantee shall be treated as agent and attorney-in-fact for that interest held or