Valpey-Fisher Corporation Change in Control Severance Agreement with Michael J. Kroll (April 4, 2007)

Summary

This agreement between Valpey-Fisher Corporation and Michael J. Kroll states that if there is a change in control of the company before September 30, 2008, and Mr. Kroll is not offered the position of Chief Financial Officer in the new entity, he will receive a severance payment equal to twice his annual base salary. The agreement defines what constitutes a change in control and outlines the specific conditions under which the severance is payable.

EX-10.3 4 a5398623ex103.txt EXHIBIT 10.3 Exhibit 10.3 April 4, 2007 Mr. Michael J. Kroll 22 Oak St. Uxbridge, MA 01569 Dear Mike: This letter will confirm the agreement between Valpey-Fisher Corporation (the "Company") and you concerning amounts payable to you as severance in the event of a change in control of the Company prior to September 30, 2008. In the event of a change in control of Valpey-Fisher prior to September 30, 2008, you will be paid a 2x annual base salary as severance in the event you are not offered a position of Chief Financial Officer of the new control entity. For the purposes of this letter, a change in control of the Company shall occur: a) if any "Person", as such term is used in Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the "exchange Act") (provided that the term "Person" shall not include Theodore Valpey, Jr., the Company, any trustee or other fiduciary holding securities under an employee benefit plan of the Company or any corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock in the Company), becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 70% or more of the combined voting power of the Company's then outstanding securities; b) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation; other than (i) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) 30% or more of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation or (ii) a merger or consolidation effected to implement a re-capitalization of the Company (or similar transaction) in which no "Person" (as hereinabove defined) acquires 70% or more of the combined voting power of the Company's then outstanding securities; or c) the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets. 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 - 18 - AGREED AND ACCEPTED: /s/ Michael J. Kroll - -------------------- Michael J. Kroll Date: 4/4/07 ------ - 19 -