Exhibit 10.1

October 21, 2009

Mr. Michael J. Ferrantino, Jr.
12 Martingale Lane
Andover, MA  01810

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:

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.

This Agreement supersedes and terminates the Change in Control Retention Agreement, dated April 4, 2007 and amended effective August 7, 2008, between the Company and you.

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.