X0303 4 2010-02-23 0001279176 CPI INTERNATIONAL, INC. CPII 0001359404 HUGHES JEFFREY 65 EAST 55TH STREET 28TH FLOOR NEW YORK NY 10022 1 0 0 0 Common Stock, par value $0.01 per share 2010-02-23 4 A 0 9646 0 A 8886648 D One-third of shares vest on the day before each of the first, second and third annual stockholders' meetings occurring after the date of grant. Reflects restricted stock grant pursuant to the issuer's 2006 Equity and Performance Incentive Plan. Includes indirect beneficial ownership of 8,429,065 shares owned by Cypress Merchant Banking Partners II L.P., 358,332 shares owned by Cypress Merchant B II C.V. and 81,341 shares owned by 55th Street Partners II L.P. (collectively, the "Cypress Funds"). Mr. Hughes is a managing member of the general partner of the Cypress Funds and therefore may be deemed to share beneficial ownership of the shares owned by the Cypress Funds. Mr. Hughes disclaims beneficial ownership of the shares owned by the Cypress Funds, except to the extent of his pecuniary interest therein. The filing of this statement shall not be deemed an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Person is the beneficial owner of equity securities (other than those described in this statement as directly owned by such Reporting Person). Includes the following shares of common stock that are directly owned by Mr. Hughes: (a) the shares for which the grant is being reported hereby and (b) 8,264 shares of common stock. /s/ Amanda Mogin, Attorney in Fact 2010-02-24