CPI INTERNATIONAL, INC. RESTRICTED STOCK UNIT AWARD AGREEMENT

Exhibit 10.4

CPI INTERNATIONAL, INC.
RESTRICTED STOCK UNIT AWARD AGREEMENT

THIS RESTRICTED STOCK UNIT AWARD 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 Restricted Stock Units (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 Stock Units 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 Stock Units .

1.1          Issuance of Restricted Stock Units .  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 Stock Units.  Each “ Restricted Stock Unit ” represents the contingent right to receive in the future one share of common stock of the Company, $.01 par value (“ Common Stock ”), and is subject to the conditions and restrictions on transferability set forth below and in the Plan. The Restricted Stock Units will be credited to the Grantee in an unfunded bookkeeping account established for the Grantee and will not be represented by certificates.

1.2          Restrictions on Transfer of Restricted Stock Units .  The Restricted Stock Units 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.    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 Stock Units.  In addition, the Grantee may not Transfer Common Stock received upon the vesting of Restricted Stock Units unless such shares of Common Stock are registered pursuant to the Securities Act of 1933 (the “ Securities Act ”) or are transferred 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 Restricted Stock Units .  Upon vesting of a Restricted Stock Unit, such Restricted Stock Unit will be converted into one share of Common Stock, and the Grantee will be issued one share of Common Stock for each such Restricted Stock Unit that has vested, which shares of Common Stock shall be free of any restrictions other than those imposed pursuant to applicable securities laws.  Subject to the provisions of the Plan and the other provisions of this Agreement, the Restricted Stock Units 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 Stock Units 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 Stock Units shall be partially accelerated as set forth on Exhibit A hereto.  Any Restricted Stock Units that are not vested on the date of termination shall be forfeited by the Grantee and shall be cancelled.

1.4          Tax Withholding Obligations .  If the Company shall be required to withhold any federal, provincial, state, local or foreign tax in connection with any issuance or vesting of Restricted Stock Units or the issuance of Common Stock or other securities or property 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 Common Stock issued upon the vesting of Restricted Stock Units hereunder, and the Common Stock so surrendered by the Grantee shall be credited against any such withholding obligation based on the then Fair Market Value per share of such Common Stock on the date of such surrender.

2.                                       Rights as a Stockholder .  The Grantee will have no rights as a stockholder with regard to any Restricted Stock Unit until it vests and converts into a share of Common Stock.  However, in the event that the Company pays a cash dividend with respect to its Common Stock, the Company will pay to the Grantee a cash amount equal to the per-share cash dividend multiplied by the number of unvested Restricted Stock Units held by Grantee, at the same time as dividends are paid on the Company’s outstanding shares of Common Stock.

3.                                       Adjustments .  In the event of any merger, reorganization, consolidation, recapitalization, stock dividend, stock split, reverse stock split, spin-off, distribution with respect to the Common Stock (other than a cash dividend) or a similar transaction or other change in corporate structure affecting the Common Stock, the Company shall make equitable and proportionate adjustments to the number of Restricted Stock Units as well as the type of securities or property to be delivered upon vesting thereof.  All such adjustments and substitutions shall be made by the Committee in its sole discretion.

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.

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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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