8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

______________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):  November 4, 2011

CPI AEROSTRUCTURES, INC.

(Exact Name of Registrant as Specified in Charter)

New York	1-11398	11-2520310
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

60 Heartland Blvd, Edgewood, New York	11717
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code    (631) 586-5200

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 4, 2011, the Registrant entered into amendments of its employment agreements with each of Edward J. Fred, the Registrant’s Chief Executive Officer, Vincent Palazzolo, the Registrant’s Chief Financial Officer and Douglas McCrosson, the Registrant’s Chief Operating Officer.

Mr. Fred’s amended and restated employment agreement with the Registrant, dated as of December 16, 2009, was amended to extend the end of its term from December 31, 2012 to December 31, 2014 and to provide for Mr. Fred’s base salary to be $378,500 and $395,000 during 2013 and 2014, respectively.  Mr. Fred may earn a bonus in each of 2013 and 2014 calculated in the same manner as in previous years covered by the agreement.

Mr. Palazzolo’s employment agreement with the Registrant, dated as of December 16, 2009, was amended to extend the end of its term from December 31, 2012 to December 31, 2014 and to provide for Mr. Palazzolo’s base salary to be $253,000 and $263,000 during 2013 and 2014, respectively. Mr. Palazzolo may earn a bonus in each of 2013 and 2014 calculated in the same manner as in previous years covered by the agreement.

Mr. McCrosson’s employment agreement wit he Registrant, dated as of December 16, 2009, was amended to extend the end of its term from December 31, 2012 to December 31, 2014 and to provide for Mr. McCrosson’s base salary to be $253,000 and $265,000 during 2013 and 2014, respectively.  Mr. McCrosson may earn a bonus in each of 2013 and 2014 calculated in the same manner as in previous years covered by the agreement.

All other provisions of Messers Fred’s, Palazzolo’s and McCrosson’s respective employment agreements remain unchanged.

The foregoing descriptions of the amendments to each of Messers Fred’s, Palazzolo’s and McCrosson’s employment agreements are qualified in their entirety by reference to the full text thereof, which are attached hereto as Exhibit 10.1, 10.2 and 10.3, respectively.

Item 9.01 — Financial Statements and Exhibits

(d)           Exhibits

10.1 Letter agreement, dated November 4, 2011 between the Registrant and Edward J. Fred.

10.2 Letter agreement, dated November 4, 2011 between the Registrant and Vincent Palazzolo

10.3 Letter agreement, dated November 4, 2011 between the Registrant and Douglas McCrosson.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: November 7, 2011

CPI AEROSTRUCTURES, INC.

By:	/s/ Edward J. Fred
	Edward J. Fred
	Chief Executive Officer

EX-10.1

CPI AEROSTRUCTURES, INC.

60 Heartland Blvd.

Edgewood, New York 11717

November 4, 2011

Mr. Edward J. Fred

Dear Mr. Fred:

This letter will serve to amend the Amended and Restated Employment Agreement (“Employment Agreement”), dated as of December 16, 2009, between you and CPI Aerostructures, Inc.

1.  The first sentence of Section 2 of the Employment Agreement is hereby amended and restated to read as follows:

“The term of Executive’s employment hereunder shall commence on December 16, 2009 and shall continue until December 31, 2014 (“Term”) unless terminated earlier as hereinafter provided in this Agreement, or unless extended by mutual written agreement of the Company and Executive.”

2.  The first sentence of Section 3.1 of the Employment Agreement is hereby amended and restated to read as follows:

“The Company shall pay to Executive a salary (“Base Salary”) at the annual rate of: (i) $318,000 from December 16, 2009 until December 31, 2009; (ii) $337,000 from January 1, 2010 until December 31, 2010; (iii) $350,000 from January 1, 2011 until December 31, 2011; (iv) $364,000 from January 1, 2012 until December 31, 2012; (v) $378,500 from January 1, 2013 until December 31, 2013; and (vi) $395,000 from January 1, 2014 until December 31, 2014.”

3.  The first sentence of Section 3.2 of the Employment Agreement is hereby amended and restated to read as follows:

“In addition to Base Salary, for each of the years ending December 31, 2009, 2010, 2011, 2012, 2013 and 2014, Executive shall be paid a bonus (“Bonus”) to be calculated in the manner set forth on Schedule A annexed hereto.”

Except as amended herein, all other provisions of the Employment Agreement shall remain in full force and effect.

Please sign this letter in the place below to confirm your agreement.

Sincerely,

CPI AEROSTRUCTURES, INC.

By:	/s/ Douglas McCrosson
	Douglas McCrosson
	Chief Operating Officer

AGREED TO:

/s/ Edward J. Fred

Edward J. Fred

EX-10.2

CPI AEROSTRUCTURES, INC.

60 Heartland Blvd.

Edgewood, New York 11717

November 4, 2011

Mr. Vincent Palazzolo

Dear Mr. Palazzolo:

This letter will serve to amend the Employment Agreement (“Employment Agreement”), dated as of December 16, 2009, between you and CPI Aerostructures, Inc.

1.  The first sentence of Section 2 of the Employment Agreement is hereby amended and restated to read as follows:

“The term of Executive’s employment hereunder shall commence on January 1, 2010 and shall continue until December 31, 2014 (“Term”) unless terminated earlier as hereinafter provided in this Agreement, or unless extended by mutual written agreement of the Company and Executive.”

2.  The first sentence of Section 3.1 of the Employment Agreement is hereby amended and restated to read as follows:

“The Company shall pay to Executive a salary (“Base Salary”) at the annual rate of: (i) $225,000 from January 1, 2010 until December 31, 2010, (ii) $234,000 from January 1, 2011 until December 31, 2011 and (iii) $243,300 from January 1, 2012 to December 31, 2012; (v) $253,000 from January 1, 2013 until December 31, 2013; and (vi) $263,000 from January 1, 2014 until December 31, 2014.”

3.  The first sentence of Section 3.2 of the Employment Agreement is hereby amended and restated to read as follows:

“In addition to Base Salary, for each of the years ending December 31, 2010, 2011, 2012, 2013 and 2014, Executive shall be paid a bonus (“Bonus”) to be calculated in the manner set forth on Schedule A annexed hereto.”

Except as amended herein, all other provisions of the Employment Agreement shall remain in full force and effect.

Please sign this letter in the place below to confirm your agreement.

Sincerely,

CPI AEROSTRUCTURES, INC.

By:	/s/ Edward J. Fred
	Edward J. Fred
	Chief Executive Officer

AGREED TO:

/s/ Vincent Palazzolo

Vincent Palazzolo

EX-10.3

CPI AEROSTRUCTURES, INC.

60 Heartland Blvd.

Edgewood, New York 11717

November 4, 2011

Mr. Douglas McCrosson

Dear Mr. McCrosson:

This letter will serve to amend the Employment Agreement (“Employment Agreement”), dated as of December 16, 2009, between you and CPI Aerostructures, Inc.

1.  The first sentence of Section 2 of the Employment Agreement is hereby amended and restated to read as follows:

“The term of Executive’s employment hereunder shall commence on January 1, 2010 and shall continue until December 31, 2014 (“Term”) unless terminated earlier as hereinafter provided in this Agreement, or unless extended by mutual written agreement of the Company and Executive.”

2.  The first sentence of Section 3.1 of the Employment Agreement is hereby amended and restated to read as follows:

“The Company shall pay to Executive a salary (“Base Salary”) at the annual rate of: (i) $190,000 from January 1, 2010 until December 31, 2010; (ii) $220,000 from January 1, 2011 to December 31, 2011; and (iii) $240,000 from January 1, 2012 until December 31, 2012; (v) $253,000 from January 1, 2013 until December 31, 2013; and (vi) $265,000 from January 1, 2014 until December 31, 2014.”

3.  The first sentence of Section 3.2 of the Employment Agreement is hereby amended and restated to read as follows:

“In addition to Base Salary, for each of the years ending December 31, 2010, 2011, 2012, 2013 and 2014, Executive shall be paid a bonus (“Bonus”) to be calculated in the manner set forth on Schedule A annexed hereto.”

Except as amended herein, all other provisions of the Employment Agreement shall remain in full force and effect.

Please sign this letter in the place below to confirm your agreement.

Sincerely,

CPI AEROSTRUCTURES, INC.

By:	/s/ Edward J. Fred
	Edward J. Fred
	Chief Executive Officer

AGREED TO:

/s/ Douglas McCrosson

Douglas McCrosson