Valpey Fisher Corp Watch

from DEFA14A 1 page “As an Incentive for Your Continued Employment With the Company, and Your Efforts on Behalf of the Strategic Alternatives, the Company Hereby Agrees to Pay You a Bonus of $150,544 in the Event of a Change in Control of the Company on or Prior to April 30, 2012. Any Bonus Payment Payable Hereunder in the Event of a Change in Control Will Be Paid Within Ten (10) Days Following Such Change in Control but No Later Than March 15th Following the End of the Calendar Year in Which the Change in Control Occurs; Provided However That No Bonus Payment Will Be Made if You Have Incurred a Separation From Service for Any Reason Prior to the First Business Day Immediately Following Such Change in Control.” as Amended Hereby, the Letter Agreement Shall Continue in Full Force and Effect. Please Indicate Your Agreement by Signing This Letter in the Space Provided Below. Sincerely, Valpey-Fisher Corporation By: /S/ Ted Valpey, Jr. Name: Ted Valpey, Jr. Title: Chairman Agreed and Accepted: /S/ Walt Oliwa Walt Oliwa

from 8-K 1 page “As an Incentive for Your Continued Employment With the Company, and Your Efforts on Behalf of the Strategic Alternatives, the Company Hereby Agrees to Pay You a Bonus of $150,544 in the Event of a Change in Control of the Company on or Prior to April 30, 2012. Any Bonus Payment Payable Hereunder in the Event of a Change in Control Will Be Paid Within Ten (10) Days Following Such Change in Control but No Later Than March 15th Following the End of the Calendar Year in Which the Change in Control Occurs; Provided However That No Bonus Payment Will Be Made if You Have Incurred a Separation From Service for Any Reason Prior to the First Business Day Immediately Following Such Change in Control.” as Amended Hereby, the Letter Agreement Shall Continue in Full Force and Effect. Please Indicate Your Agreement by Signing This Letter in the Space Provided Below. Sincerely, Valpey-Fisher Corporation By: /S/ Ted Valpey, Jr. Name: Ted Valpey, Jr. Title: Chairman Agreed and Accepted: /S/ Walt Oliwa Walt Oliwa

from DEFA14A 3 pages November 16, 2011 This Letter Will Confirm the April 4, 2007 Agreement Between Valpey-Fisher Corporation (The “Company”) and You, as Amended (The “Letter Agreement”), Concerning Amounts Payable to You as Severance in the Event of a Change in Control of the Company. the Company and You Agree That Effective as of the Date Hereof the First Paragraph of the Letter Agreement Is Hereby Further Amended to Read in Its Entirety as Follows: “This Letter Will Confirm the April 4, 2007 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 on or Prior to April 30, 2012.” the Company and You Agree That Effective as of the Date Hereof, the Second and Third Paragraphs of the Letter Agreement Are Hereby Further Amended to Read in Their Entirety as Follows

from 8-K 3 pages November 16, 2011 This Letter Will Confirm the April 4, 2007 Agreement Between Valpey-Fisher Corporation (The “Company”) and You, as Amended (The “Letter Agreement”), Concerning Amounts Payable to You as Severance in the Event of a Change in Control of the Company. the Company and You Agree That Effective as of the Date Hereof the First Paragraph of the Letter Agreement Is Hereby Further Amended to Read in Its Entirety as Follows: “This Letter Will Confirm the April 4, 2007 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 on or Prior to April 30, 2012.” the Company and You Agree That Effective as of the Date Hereof, the Second and Third Paragraphs of the Letter Agreement Are Hereby Further Amended to Read in Their Entirety as Follows

from DEFA14A 2 pages (C) as Stated Above, This Letter Terminates and Supersedes the Letter Agreement and Confirms as Stated in the Letter Agreement That the Change in Control Retention Agreement Dated April 14, 2007, and Amended Effective August 7, 2008, Between the Company and You, Has Also Been Superseded and Terminated. Please Indicate Your Agreement by Signing This Letter in the Space Provided Below. Sincerely, Valpey-Fisher Corporation By: /S/ Ted Valpey, Jr. Name: Ted Valpey, Jr. Title: Chairman Agreed and Accepted: /S/ Michael J. Ferrantino, Jr. Michael J. Ferrantino, Jr

from 8-K 2 pages (C) as Stated Above, This Letter Terminates and Supersedes the Letter Agreement and Confirms as Stated in the Letter Agreement That the Change in Control Retention Agreement Dated April 14, 2007, and Amended Effective August 7, 2008, Between the Company and You, Has Also Been Superseded and Terminated. Please Indicate Your Agreement by Signing This Letter in the Space Provided Below. Sincerely, Valpey-Fisher Corporation By: /S/ Ted Valpey, Jr. Name: Ted Valpey, Jr. Title: Chairman Agreed and Accepted: /S/ Michael J. Ferrantino, Jr. Michael J. Ferrantino, Jr

from 10-Q ~5 pages Valpey-Fisher Corporation Key Employee Bonus Plan for Fiscal Year 2011

from 10-Q ~1 page October 28, 2010 This Letter Will Confirm the April 4, 2007 Agreement Between Valpey-Fisher Corporation (The “Company”) and You Concerning a Retention Bonus Payable to You Under Certain Circumstances. the Company and You Agree That Effective October 28, 2010 the Second, Third, and Fourth Sentences of the Second Paragraph of the Letter Agreement Are Hereby Amended to Read as Follows

from 10-Q 2 pages October 28, 2010 This Letter Will Confirm the April 4, 2007 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. the Company and You Agree That Effective October 28, 2010 the First Paragraph of the Letter Agreement Is Hereby Amended to Read in Its Entirety as Follows: “This Letter Will Confirm the April 4, 2007 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 on or Prior to December 31, 2011.” the Company and You Agree That Effective October 28, 2010 the Second Paragraph of the Letter Agreement Is Hereby Amended to Read in Its Entirety as Follows

from 10-Q 2 pages October 28, 2010 This Letter Will Confirm the October 21, 2009 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. the Company and You Agree That Effective October 28, 2010 the First Paragraph of the Letter Agreement Is Hereby Amended to Read in Its Entirety as Follows: “This Letter Will Confirm the October 21, 2009 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 on or Prior to December 31, 2011.” the Company and You Agree That Effective October 28, 2010 the Second Paragraph of the Letter Agreement Is Hereby Amended to Read in Its Entirety as Follows

from 10-Q ~5 pages Valpey-Fisher Corporation Key Employee Bonus Plan for Fiscal Year 2010

from 8-K 1 page Dear Michael: 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 December 31, 2010. in the Event of a Change in Control of Valpey-Fisher Prior to December 31, 2010, You Will Be Paid a 2x Annual Base Salary as Severance in the Event You Are Not Offered a Position of President and Chief Executive Officer of the New Control Entity. for the Purposes of This Letter, a Change in Control of the Company Shall Occur

from 8-K ~5 pages Material contract

from 10-Q ~5 pages Valpey-Fisher Corporation Key Employee Bonus Plan for Fiscal Year 2009

from 10-K ~1 page This Letter Will Confirm the April 4, 2007 Agreement Between Valpey-Fisher Corporation (The “Company”) and You Concerning a Retention Bonus Payable to You Under Certain Circumstances. the Company and You Agree That Effective August 7, 2008 the Second Sentence of the Second Paragraph of the Letter Agreement Is Hereby Amended to Read as Follows: “As an Incentive for Your Continued Employment With the Company, and Your Efforts on Behalf of the Strategic Alternatives, the Company Hereby Agrees to Pay You a Bonus of One Times Your Current Base Salary in the Event of a Change in Control of the Company Prior to December 31, 2010.” the Company and You Agree That Effective August 7, 2008 the Fourth Sentences of the Second Paragraph of the Letter Agreement Is Hereby Amended to Read as Follows: “The Payment Is Contingent on Your Continued Employment With the Company Through, and Immediately Following Any Change in Control on or Before, December 31, 2010.” 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/ Walt Oliwa Walt Oliwa

from 10-K ~1 page This Letter Will Confirm the April 4, 2007 Agreement Between Valpey-Fisher Corporation (The “Company”) and You Concerning a Retention Bonus Payable to You Under Certain Circumstances. the Company and You Agree That Effective August 7, 2008 the Second Sentence of the Second Paragraph of the Letter Agreement Is Hereby Amended to Read as Follows: “As an Incentive for Your Continued Employment With the Company, and Your Efforts on Behalf of the Strategic Alternatives, the Company Hereby Agrees to Pay You a Bonus of One Times Your Current Base Salary in the Event of a Change in Control of the Company Prior to December 31, 2010.” the Company and You Agree That Effective August 7, 2008 the Fourth Sentences of the Second Paragraph of the Letter Agreement Is Hereby Amended to Read as Follows: “The Payment Is Contingent on Your Continued Employment With the Company Through, and Immediately Following Any Change in Control on or Before, December 31, 2010.” 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, Jr. Michael J. Ferrantino, Jr

from 10-K ~1 page This Letter Will Confirm the April 4, 2007 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. the Company and You Agree That Effective August 7, 2008 the First Paragraph of the Letter Agreement Is Hereby Amended to Read in Its Entirety as Follows: “This Letter Will Confirm the April 4, 2007 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 December 31, 2010.” the Company and You Agree That Effective August 7, 2008 the Second Paragraph of the Letter Agreement Is Hereby Amended to Read in Its Entirety as Follows: “In the Event of a Change in Control of Valpey-Fisher Prior to December 31, 2010, 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.” 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. Kroll Michael J. Kroll

from 10-K 1 page 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 Effective August 7, 2008 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 December 31, 2010, 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

from 10-K 2 pages Material contract

from 10-K 6 pages Valpey-Fisher Corporation 2003 Stock Option Plan, as Amended