EXHIBIT 10.4
FIRST AMENDMENT
TO
AGREEMENT
This First Amendment to Agreement
(“First Amendment”) dated as of December 22, 2008
is made and entered into by and between Mercury Computer Systems,
Inc., a Massachusetts corporation (the “Company”), and
Didier Thibaud (the “Executive”).
WHEREAS, the Company and the
Executive are parties to an Agreement dated as of March 27,
2008 (the “Agreement”); and
WHEREAS, the parties hereto desire
to amend the 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 Agreement.
NOW, THEREFORE, in consideration of
the mutual covenants contained herein, the Company and the
Executive agree as follows:
1. Section 5(b)(i) of the
Agreement is amended by deleting the second sentence thereof and
substituting therefor the following:
“The Severance Amount shall be
paid out on a salary continuation basis in equal installments over
a 12-month period beginning with the firs
