0000950136-06-010029 Sample Contracts

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • December 5th, 2006 • Cpi Aerostructures Inc • Aircraft parts & auxiliary equipment, nec • New York

AGREEMENT dated as of December 1, 2006 between VINCENT PALAZZOLO, residing at 1595 James Road, Wantagh, New York 11793 (‘‘Executive’’), and CPI AEROSTRUCTURES, INC., a New York corporation having its principal office at 60 Heartland Blvd., Edgewood, New York 11717 (‘‘Company’’);

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CPI Aerostructures, Inc. 60 Heartland Blvd. Edgewood, New York 11717
Cpi Aerostructures • December 5th, 2006 • Cpi Aerostructures Inc • Aircraft parts & auxiliary equipment, nec • New York

This letter will serve to amend the Amended and Restated Employment Agreement, dated February 7, 2005 (‘‘Employment Agreement’’) between you and CPI Aerostructures, Inc. (‘‘Company’’), effective as of January 1, 2007. Except as herein amended, all of provisions of the Employment Agreement shall remain in full force and effect.

STOCK OPTION AGREEMENT
Stock Option Agreement • December 5th, 2006 • Cpi Aerostructures Inc • Aircraft parts & auxiliary equipment, nec • New York

AGREEMENT, dated December 1, 2006, by and between CPI Aerostructures, Inc., a New York corporation (‘‘Company’’) with principal offices located at 60 Heartland Blvd., Edgewood, New York 11717, and Vincent Palazzolo (‘‘Employee’’) residing at 1595 James Road, Wantagh, New York 11793.

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