Amendment to Letter Agreement Between Valpey-Fisher Corporation and Michael J. Ferrantino Dated April 4, 2007

Summary

Valpey-Fisher Corporation and Michael J. Ferrantino have agreed to amend their previous letter agreement from September 10, 2002. The amendment states that if Valpey-Fisher is sold on or before September 30, 2008, and Mr. Ferrantino is not offered the position of President and CEO of the new entity immediately after the sale, he will receive a severance payment equal to twice his base salary. Both parties have signed to confirm their acceptance of this amendment.

EX-10.2 3 a5398623ex102.txt EXHIBIT 10.2 Exhibit 10.2 April 4, 2007 Mr. Michael J. Ferrantino P O Box 325 West Harwich, MA 02671 Dear Mike: This letter will confirm the agreement between Valpey-Fisher Corporation (the "Company") and you concerning the amendment of the letter agreement between the Company and you dated September 10, 2002 (the "Letter Agreement"). The Company and you agree that the last sentence of the second paragraph on page 2 of the Letter Agreement is hereby amended to read in its entirety as follows: Also, in the event of the sale of Valpey-Fisher on or before September 30, 2008, you will be paid a 2x base salary severance should you not be offered a position of President and CEO of the new entity immediately following a sale. Please indicate your agreement by signing this letter in the space provided below. Sincerely, VALPEY-FISHER CORPORATION By /s/ Ted Valpey, Jr. ------------------- Ted Valpey, Jr. Chairman AGREED AND ACCEPTED: /s/ Michael J. Ferrantino - ------------------------- Michael J. Ferrantino Date: 4/4/07 - ------------ - 17 -