X0202 4 2006-02-16 0000028367 Comtech Group Inc COGO 0001313296 Ni Hope C/O COMTECH GROUP, ROOM 1001, TOWER C, SKYWORTH BLDG, HIGH TECH INDUSTRIAL PK. NANSHAN, SHENZHEN 5180 PRC 1 1 0 0 CFO and Secretary Common Stock, par value $0.01 per share 2006-02-16 4 M 0 50000 3.00 A 50000 D Common Stock, par value $0.01 per share 2006-02-16 4 S 0 50000 9.46 D 0 D Option to Purchase Common Stock 3.00 2006-02-16 4 M 0 50000 3.00 D 2014-08-24 Common Stock 50000 160000 D (i) Vested as to 118,125 shares; (ii) vests as to 39,375 shares in equal monthly installments beginning on March 2, 2006 and ending on August 1, 2006, and (iii) vests as to 52,500 shares in equal monthly installments from August 2, 2006 to August 1, 2007. The options fully vest and become immediately exercisable upon a Change of Control as defined in the Reporting Person's Employment Agreement with the Company. All shares numbers and per share prices reflect the reverse split of Comtech's common stock that occurred after the date the option was granted to the Reporting Person. /s/ Nope Ni 2006-02-17