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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.          )

 

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SPECIAL NOTE TO
SHAREHOLDERS HOLDING SHARES
WITH THEIR BROKER

EFFECTIVE JANUARY 1, 2010 THE NEW YORK STOCK EXCHANGE PROHIBITED YOUR BROKER FROM VOTING YOUR SHARES IN ROUTINE ELECTIONS FOR DIRECTORS UNLESS YOU GIVE YOUR BROKER WRITTEN INSTRUCTIONS IN EACH ELECTION ON HOW YOU WANT YOUR SHARES VOTED. YOUR VOTING DESIRES WILL NOT BE COUNTED UNLESS YOU DO THIS. PLEASE EXPRESS YOUR OPINION AND HELP US CONTINUE TO ELECT DIRECTORS BY AN OVERWHELMING MAJORITY OF OUR SHAREHOLDERS.

             Under prior NYSE Rules, your broker could vote in uncontested elections even if your broker did not receive your instructions. THIS HAS CHANGED!

             Thank you for your participation.

                                     The Board of Directors

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PRINCIPAL EXECUTIVE OFFICE
9333 Balboa Avenue
San Diego, California 92123

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To Cubic Shareholders:

            Cubic Corporation's 2010 Annual Meeting will be held in the Main Conference Room at the Headquarters of the Corporation, at 9333 Balboa Avenue, San Diego, California 92123, on February 23, 2010, at 11:30 a.m. Pacific Standard Time. The formal notice and proxy statement follow.

            The Directors and Officers of the Corporation invite your attendance at the meeting. Whether or not you plan to attend the meeting, we would appreciate your completing and returning the accompanying proxy which, of course, may be revoked at any time before it is used.

            The Corporation's 2009 Annual Report is enclosed.

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TO ENSURE YOUR REPRESENTATION AT THE MEETING,
PLEASE DATE, SIGN AND MAIL PROMPTLY
THE ENCLOSED PROXY, FOR WHICH
A RETURN ENVELOPE IS PROVIDED.

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NOTICE OF ANNUAL MEETING

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            The 2010 Annual Meeting of Shareholders of Cubic Corporation will be held in the Main Conference Room at the Headquarters of the Corporation, at 9333 Balboa Avenue, San Diego, California 92123, on February 23, 2010, at 11:30 a.m. Pacific Standard Time, for the following purposes:

1.

To elect nine Directors for the ensuing year;



2.

To confirm the appointment of Ernst & Young LLP as auditors of the Corporation for fiscal year 2010; and



3.

To transact such other business as may properly come before the meeting.

            Only shareholders of record at the close of business on December 28, 2009 will be entitled to vote at the meeting. The transfer books will not be closed.

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PRINCIPAL EXECUTIVE OFFICE
9333 Balboa Avenue
San Diego, California 92123

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PROXY STATEMENT

            We encourage your personal attendance.

            Proxies in the form enclosed and/or as shown at www.proxyvote.com are solicited by the Board of Directors for use at the Annual Meeting of Shareholders to be held in San Diego, California, on February 23, 2010. Execution of a proxy will not in any way affect a shareholder's right to attend the meeting and vote in person, and any shareholder giving a proxy has the right to revoke it at any time before it is exercised, by filing with the Secretary of the Corporation a written revocation or duly executed proxy bearing a later date. The proxy will be suspended if the shareholder is present at the meeting and elects to vote in person.

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OUTSTANDING SHARES AND VOTING RIGHTS

            A quorum of shareholders is required. A quorum exists if a majority of the outstanding shares are represented by shareholders present at the meeting or by proxy. Abstentions and broker non-votes will be counted towards the quorum requirement.

            26,731,987 shares of our Common Stock were outstanding at December 28, 2009, which is the record date for voting.

            Each holder of common shares is entitled to one vote for each share. Votes will be counted by the Inspector of Elections. Abstentions will be counted towards the vote total for each proposal, and will have the same effect as "Against" votes. Broker non-votes count to determine a quorum but otherwise have no effect and are not counted towards the vote total for any proposal. Proxies without authority to vote will also not be counted in votes cast.

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            The approximate date on which the proxy statement and form of proxy are first being sent or given to shareholders is January 14, 2010.

ELECTION OF DIRECTORS

            Our Board of Directors has nine members who are to be elected by a plurality vote at the Annual Meeting, each to hold office for one year and until his successor is elected. The Nominating and Governance Committee has unanimously recommended the election of the nine Directors listed below. Five Directors are independent and four are executive employees of the Company. Proxy holders will, unless authorization to do so is withheld, vote the proxies received by them for the election of the listed Directors, in accordance with this proxy authorization, reserving the right, however, to distribute, in their discretion, their votes of uncommitted proxies among the Board nominees. The proxies cannot be voted for a greater number of persons than the number of nominees named. Although it is not contemplated that any nominee will be unable to serve as a Director, in such event the proxies will be voted by the proxy holders for such other persons as may be designated by the Board of Directors.

            Each director nominee listed below as an "independent director" has been determined by the Board to have no business relationship with the Company and receive only an ordinary stipend for services on the Board and its Committees.

THE BOARD OF DIRECTORS

Charters

            The Company's Corporate Governance Guidelines and the Charters of the Audit and Compliance Committee, the Executive Compensation Committee and the Nominating and Corporate Governance Committee, the Ethical Conduct Policies and the Conflicts of Interest Policy are all available on our website: cubic.com/corp1/invest/governance.

Compensation

            Non-management Directors are each paid an annual retainer of $22,000 and fees of $2,000 for attendance at each meeting of the Board and $1,000 for attendance at each meeting of any Committee of which a Director is a Member. The Chairman of the Audit Committee receives an additional $10,000 per year for his service in this position. Non-management directors participate in the Corporation's Stock Option Plan and each has been granted options to purchase 4,500 shares of common stock at the closing market price the day after the grant. Employee-directors receive no additional compensation for their service as Directors. All Directors are reimbursed for travel expenses.

Meetings

            The Board of Directors encourages its members to attend the Annual Meeting of Shareholders. The 2009 annual meeting was attended by all incumbent directors.

            The Board of Directors met four times last fiscal year. Each of the incumbent Directors attended all Board meetings and all meetings of Board Committees on which he served.

            Independent directors meet without management present at the conclusion of each regular Audit Committee meeting. The chair of the Audit Committee, Mr. Blakley, chairs this session.

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            THE BOARD OF DIRECTORS RECOMMENDS YOU VOTE "FOR" EACH OF THE NOMINEES LISTED BELOW.

Directors

            Walter J. Zable, 94, Director since 1951.    Chairman of the Board, President and Chief Executive Officer and Chairman of the Executive Committee since 1951.

            Walter C. Zable, 63, Director since 1976.    Vice Chairman of the Board, Member of the Executive Committee, and Vice President since 1976. Chairman of the Board of Cubic Transportation Systems, Inc., a wholly-owned subsidiary, since 2003. Prior thereto he held a variety of management positions in the Corporation. He is the son of Walter J. Zable.

            Bruce G. Blakley, CPA, 64, Director since 2008.    Independent director. CPA, retired. He is chair of the Audit and Compliance Committee and is our Audit Committee Financial Expert. Mr. Blakley was an audit partner and, from 1996 to 1998, was Managing Partner of the San Diego office of the national accounting firm Coopers & Lybrand (PricewaterhouseCoopers since 1998). He was employed there for 32 years until his retirement in 2005. In 2007 he completed two years of service as Board Chair of The San Diego Foundation, a non-profit organization with over $575 million in assets. He has also been chair of its Finance, Audit and Executive Committees, and a director for 12 years.

            William W. Boyle, MBA, 75, Director since 1995.    Senior Vice President. Since 1983 he has been Cubic's Chief Financial Officer. Previously, Mr. Boyle held management positions with General Electric, Occidental Petroleum, and the Wickes Corporation.

            Raymond L. deKozan, 73, Director since 2002.    Retired in January 2010 as Senior Group Vice President. Now is a part time consultant to Cubic for strategic matters. Vice President from 1982 to 2004. From 1973 to 1981 he was Vice President, and from 1981 to 2003 was Chairman of Cubic Transportation Systems, Inc., a wholly-owned subsidiary. He was Chairman of Cubic Transportations Systems, Ltd., the Corporation's U.K. transit company from 1980 to 2010. Mr. deKozan has performed various management functions for the Corporation or its subsidiaries since joining the Corporation in 1960.

            Edwin A. Guiles, 60, Director since 2008.    Independent director. Member of the Audit and Compliance Committee since 2008. He retired in 2009 as Executive Vice President-Corporate Development of Sempra Energy. From 2000 to 2006 Mr. Guiles was Chairman and CEO of Sempra Energy's utilities San Diego Gas & Electric Company and Southern California Gas Company. He held a variety of management positions since joining SDG&E in 1972. Since 2008, he has also been a director of the California Water Service Group.

            Raymond E. Peet, 88, Director since 1987.    Independent director. Member of the Audit and Compliance and Executive Compensation Committees. Retired Vice Admiral, United States Navy. Active duty in the United States Navy from 1939 to 1974. Chairman of San Diego Dialogue (1997 to 2002) and Member (1982 to 1996) of the Board of Consultants to the Controller General of the United States. Chairman of the Price REIT from 1994 to 1996 and Chairman of its Audit Committee from 1991 to 1996.

            Robert S. Sullivan, PhD, 65, Director since 2004.    Lead independent director. Chairman of the Executive Compensation Committee and member of the Audit and Compliance Committee. Since 2003 he has been Dean, Rady School of Management, University of California, San Diego. From 1998 through 2002 he was Dean, Kenan-Flagler Business School, University of North Carolina, Chapel Hill. Between 1976 and 1998 Dr. Sullivan served in a variety of senior positions at the University of Texas and at Carnegie Mellon University. He was a Director of Stewart and Stevenson Services, Inc. from 1992 to 2006 when it was acquired and became a subsidiary of Armor Holdings. Prior to its acquisition

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this company was a designer and manufacturer of tactical vehicle systems. At that time it employed 1,245 people and its fiscal 2006 sales exceeded $726 million.

            John H. Warner, Jr., PhD, 68, Director since 2007.    Independent director. Member of the Audit and Compliance Committee and Chairman of the Nominating and Governance Committee. Retired in June, 2007 from Science Applications International Corporation where he was a director for 18 years and Executive Vice President and Chief Administrative Officer, having begun employment there in 1973.

Communications with Directors

            Any interested person may communicate in writing by mail at any time with the whole board, the independent directors or any individual director addressed to "Board of Directors" or "Independent Directors" or to a named director, c/o Corporate Secretary, 9333 Balboa Avenue, San Diego, CA 92123 or by e-mail to William.Hoese@Cubic.com. All communications will be promptly relayed to the appropriate directors. The Corporate Secretary will coordinate responses, if any.

PRINCIPAL OFFICERS

            In addition to the Directors who are principal officers, the following also serve:

            Mark A. Harrison, CPA, 52.    Vice President and Corporate Controller since 2004 and Vice President-Financial Planning and Accounting from 2000 to 2004. From 1991 to 2000 Mr. Harrison was Assistant Corporate Controller and Director of Financial Planning of Cubic and since 1983 he has held a variety of financial positions with the Corporation. From 1980 to 1983 he was a Senior Auditor with Ernst & Young.

            William L. Hoese, JD, 72.    Vice President, Corporate Secretary and General Counsel since July 2005; Assistant General Counsel and Corporate Secretary from 2003 to 2005. From 1994 through 2001 Mr. Hoese was Senior Vice President and General Counsel of American Tool Companies, Inc., a manufacturer of hand tools and power tool accessories. From 1966 through 1994 he was a partner in the San Diego law firm of Luce, Forward, Hamilton & Scripps, LLP. From 1995 to 2005 he was a Director and Member of the Audit Committee of Nitches, Inc., a manufacturer and wholesaler of women's garments.

            Bernard A. Kulchin, 78.    Vice President—Human Resources since 1999. From 1971 to 1991 Mr. Kulchin was Vice President of Human Resources for the San Diego Division of General Dynamics Corporation and from 1991 through 1999 was a Human Resources consultant.

            John A. Minteer, MBA, 58.    Vice President—Information Technologies since 2002. He was Director of Information Technologies from 2000 to 2002 and from 1994 to 2000 was Manager, Systems Integration.

            Gregory L. Tanner, MBA, 51.    Treasurer. He was Assistant Treasurer from 1998 to 2007 and joined our Treasury Department in 1990.

            John D. Thomas, CPA, MBA, 56.    Vice President Finance and Corporate Development. He has held a variety of financial management positions with the Corporation since 1980.

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BOARD COMMITTEES

Audit and Compliance Committee

            In fiscal year 2009 all non-management directors were members of this Committee, which met four times during the fiscal year. Each member is independent as defined under Rule 303A.02 of the New York Stock Exchange Listed Company Manual and is financially literate. Mr. Blakley is our Audit Committee Financial Expert and has extensive accounting experience.

            The Committee oversees the Corporation's financial reporting process. It is responsible for the appointment, retention and termination of the independent auditors and their compensation. It resolves any disputes between management and the auditors. It pre-approves all audit and non-audit services according to a written plan and budget submitted by the auditors. It meets at least quarterly with the auditors and reviews their periodic reports. The Committee discusses with the auditors the scope and plan for the audit and includes management in its review of accounting and financial controls, assessment of business risks and legal and ethical compliance programs.

Report of the Audit and Compliance Committee

            The material in this report is not "soliciting material," is not deemed "filed" with the Securities and Exchange Commission, and is not to be incorporated by reference into any filing of Cubic under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

            The Committee selected Ernst & Young LLP as the independent registered public accountants ("Accountants") of the Corporation for fiscal year 2009. The Committee has reviewed and discussed with management and the Accountants the audited financial statements of the Corporation for the fiscal year ended September 30, 2009. The Committee has also discussed with Accountants the matters required to be discussed by Statement on Accounting Standards No. 61 and has received from Accountants the written disclosures and the letter required by Independence Standards Board Standard No. 1 (Independence Discussions with Audit Committees), and has discussed with Accountants the independence of Accountants.

            Based on its review of the audited financial statements for fiscal year 2009 and its discussions with management and the independent auditors, the Committee recommended to the Corporation's Board of Directors that the 2009 audited financial statements be included in the Corporation's Annual Report on SEC Form 10-K.

Executive Compensation Committee

            The Committee members are Dr. Robert S. Sullivan, Chairman, Bruce G. Blakley and Raymond E. Peet. The Committee met two times during fiscal 2009. Each of the members of the Committee is independent as defined under Section 303A.02 of the New York Stock Exchange Listed Company Manual.

            During the fiscal year, no executive officer served either as a director or as a member of the compensation committee of any other entity whose executive officers served either as a director or as a member of the Executive Compensation Committee of the Corporation. No member of the Committee is a former or current officer or employee of the Corporation or any of its subsidiaries.

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Report, Discussion and Analysis

            The following Report, Discussion and Analysis is not "soliciting material," is not deemed "filed" with the Securities and Exchange Commission, and is not to be incorporated by reference into any filing of Cubic under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

Introduction

            The Committee receives recommendations from the Chief Executive Officer regarding salary and bonus compensation for all elected corporate principal officers and for the senior officers of its major business units. It evaluates these compensation elements annually and approves them, or makes alternative recommendations to the CEO. It receives input from the CEO on his salary and bonus expectations and acts independently to set such amounts. If relatives of any director or elected corporate principal officer are also employees of the Company or any subsidiary making more than $120,000 in base salary, the Committee also reviews salary and bonus recommendations for such individuals. The Committee reviews available data with the Senior Vice President—Chief Financial Officer and the Vice President—Human Resources. This Report has been discussed with the Board of Directors and some senior executives.

            We presently have two elements in our executive compensation plan: base salary and annual bonus. There is no equity segment. The bonus therefore recognizes the success, or lack thereof, of named executive officers in leading the company to achievement of short-term goals. The base salary is designed to be a fairly competitive amount. The 2009 formula identified the major bonus element as earnings per share. We selected this element because we believe EPS to be a principal driver of the attractiveness of an equity investment in Cubic. Elements of the formula bonus were determined shortly after the corporate plan for the year was finalized. The elements are weighted depending on the Committee's belief regarding the suitability of emphasis of each factor for that year's performance. In our 2009 formula, no leeway was provided to adjust goal amounts or percentage allocations depending on actual performance.

            The Committee acts on managements' recommendations for the total amount of the bonus pool and the total annual payment to the Profit Sharing Plan. The Profit Sharing payment does not significantly fluctuate from year-to-year. For the 2009 fiscal year the executive officers named in the Summary Compensation table herein received the bonus' shown. Certain other officers also participated in the 2009 Plan. The Executive Compensation Committee approved a formula plan for corporate officers whose goals (sales, operating profit, return on net assets and earnings per share) each exceeded Cubic's actual category results for the 2008 fiscal year. Each of the 2009 goals were exceeded, some by substantial percentages, and the target bonus of 50% of base salary was therefore exceeded by the amount set out in the plan formula.

            The formula provided:

(a)

For each 1% achievement above goal the bonus for that goal would be increased by 2.5% to a maximum of an additional 50% of that award at an achievement of 20% above goal.

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(b)

For each 1% shortfall in each goal the bonus would be decreased by 3%, 4.5% or 5% (depending on the amount of shortfall) so that a 75% achievement of any goal would result in no award for that goal.

            For 2009, certain key employees of our principal subsidiaries also participated in an objective bonus plan, however with somewhat different factors and weighting and with target levels relevant to the particular subsidiary.

            The Company does not offer sponsored equity arrangements. The Committee evaluates and approves all awards under the Company's Transition Protection Plan, discussed later herein. The few additional perquisites offered to senior executives are modest and are not considered by the Committee to be material elements of individual compensation. These include annual physical examinations, term life insurance, an auto allowance, limited personal air travel, and for Walter J. Zable an annual amount for personal estate planning services. Pension benefits, 401(k) matching payments and Profit Sharing Plan participations are equally available to all eligible employees.

Analysis

            In order to attract, retain and motivate senior executives, most of our compensation evaluation focus is on the salary and bonus practices of organizations of similar size, in comparable industries, and concerning individuals with relevant responsibilities and experience.

            Compensation levels by job category are annually tested against market data provided by at least two independent consulting firms having both a regional and national focus. These surveys include data from approximately 370 companies. We do not instruct the providers of this data to significantly vary their reports from a standard format. Our objective is to obtain data from a broad spectrum of technology and defense companies and also from public companies of similar size in sales. Historical compensation for the individual is also considered. Most annual executive salary adjustments have been modest and in line with cost of living considerations.

            Our Transition Protection Plan assists in the retention and attraction of senior individuals by reducing their concern for financial security in the event of a job loss following a change of control. Awards to date, which result in plan participation, are for payment of five-year average compensation, and certain fringe benefits, for not more than 24 months following a change of control. The 24-month period was selected to remain comfortably below the range at which onerous taxation would occur.

Nominating and Corporate Governance Committee

            Cubic Corporation has had a Nominating Committee, consisting of two independent directors, since 1991. The duties of this Committee were expanded in August, 2008 to include Corporate Governance. The fiscal 2009 members of the Committee were Dr. John H. Warner, Jr., Chairman and Dr. Robert S. Sullivan.

            The Committee held three meetings during fiscal 2009. The Committee has received one shareholder expression of interest to serve as a director in the last 10 years but this individual did not appear to have appropriate background and experience. The Board consists of nine directors, five of whom are independent. The Committee's policy is to consider recommendations of the security holders which are received by the Corporate Secretary at least 120 days prior to one year from the date of the previous annual meeting of shareholders. Recommendations of candidates who have at least 20 years of management and defense or transportation industry experience with a company with sales of at least 75% of that of the Corporation, or who could bring appropriate diversity to the Board, or who possess other relevant qualifications (for example finance and accounting, marketing) would be preferred. If a

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vacancy in the Board occurs, the Committee seeks recommendations from the Board and senior management personnel. The Committee will also review any security holder recommendations on file. It screens and personally interviews appropriate candidates. Selected candidates may meet with additional Board members, certain members of management and the Chairman of the Board. The Committee evaluates responses and recommends to the full Board the name of any candidate it feels should become a nominee for election or appointment.

            The Governance job of the Committee includes tracking important legal and regulatory changes and advances in new concepts in entity governance.

            In conjunction with the Audit Committee and the Board of Directors it also addresses Company legal compliance efforts in certain complex areas, such as export control, antitrust and foreign corrupt practices. It also oversees supervisor training topics. In conjunction with the Audit Committee and the Board of Directors it has commenced, and expects to continue, increased analysis of enterprise risk. In its analysis, enterprise risk does not necessarily include the hundreds of risks which, if encountered, could be mitigated without substantial harm to any major segments of the Company. Instead, the concern is to identify, and have a plan to respond to, those few issues which could seriously impact the short or long term ability of the Company, or one of its material divisions, to continue normal operations.

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OWNERSHIP OF COMMON STOCK

            The following shareholder was a beneficial owner of more than 5% of the Corporation's outstanding Common Stock at December 10, 2009 (after deduction of Treasury Shares):

            The following table sets forth information with respect to beneficial ownership of the Corporation's Common Stock by Directors and all Officers and Directors as a group as at December 10, 2009. Where such number of shares exceeds 1% outstanding on such date the percentage of such class is indicated in parentheses. Except as indicated, each individual named has sole investment and voting power with respect to the securities shown.

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(1)

All shares of common stock indicated as being beneficially owned are owned directly except for Walter J. Zable and Walter C. Zable.

(2)

By virtue of his beneficial share ownership, Walter J. Zable may be deemed to be a "Control" person of the Corporation as that term is defined in the Securities Exchange Act of 1934.

(3)

Walter J. Zable's shares are beneficially owned through Trusts and a public benefit charitable corporation, the terms of which establish sole voting power in Mr. Zable.

(4)

A portion of the shares of Walter C. Zable are owned indirectly through a Trust, the terms of which establish sole voting power in Mr. Zable.

(5)

Includes an option to purchase 4,500 shares of Common Stock.

(6)

Vested options to purchase Common Stock.

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EXECUTIVE COMPENSATION AND OTHER INFORMATION

Summary Compensation Table(1)

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All Other Compensation—Detail

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(1)

Optional executive life insurance premiums.

(2)

Includes Company portion of 401(k) and Profit Sharing Plan contributions provided to all eligible employees.

(3)

Value of travel on Company aircraft.

(4)

For 2007 includes a required pension payment of $52,958 (required by IRS rules); see table below, $10,000 for estate planning services and a club membership. For 2008 includes a required pension payment of $52,958, $6,650 for estate planning services and a club membership. For 2009 includes a required pension payment of $52,958, estate planning services of $53,454 and club memberships of $6,442.

(5)

Miscellaneous items under $2,000 per year.

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Pension Benefits
Cubic Corporation Pension Plan(1)

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(1)

This Plan was frozen as of December 31, 2006; no additional benefits accrue after that date. The purpose of this Plan was to provide a modest monthly retirement benefit, to supplement social security payments, for eligible full-time U.S. employees who have completed one year of service with the Company. The Company has not granted extra years of credited service to any employee. The full benefit is available, upon retirement, to any eligible employee who (i) has attained age 65, or (ii) is between age 55 and 64 and whose combined age and number of years of service equals 85. A reduced benefit is available at or after age 55 through age 64 if the employee has at least five years of service. The annual benefit is determined by adding total salary and bonus (not exceeding the ERISA cap in any year) during the time of participation and multiplying the sum by 3/4ths of 1%. Benefits are paid monthly. The monthly amount will vary based upon the form of benefit selected, e.g. a life annuity or a joint and 50% survivor annuity. The present value of the accumulated benefit is determined by the projected unit credit method. The interest rate used for computing present value was 5.6% and includes the following material assumptions: (a) retirement age is at present actual age, (b) retirement at September 30, 2009, (c) mortality taken from RP 2000 with projection to 2024. Plan contributions are distributed among various funds held by an insurance company.

(2)

Mr. W. J. Zable received $52,958 under this Plan in FY2009 which was required by IRS rules.

(3)

Mr. deKozan's payments will commence in February 2010 due to his retirement.

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Nonqualified Deferred Compensation(1)

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(1)

Mr. Thomas contributed $25,962 to the Nonqualified Deferred Compensation Plan in FY2009. The amounts shown have been deferred (and not presently taxed) under our Deferred Compensation Plan. The Plan permits selected key employees to defer (from time to time) up to 90% of their base salary and up to 100% of their bonus. These amounts are a general debt of the Company. The amounts earn interest at rates periodically set by the Secretary of the United States Treasury. The rate at the end of the current fiscal year was 4.875%. The Company makes no contribution to this Plan. Payment elections and withdrawals are permitted within guidelines established by the Internal Revenue Service. After retirement the participant may receive a lump sum payment or an annual distribution over 5, 10, 15 or 20 years. Annual revision of the selected payment method is regulated by IRS guidelines.

(2)

Walter J. Zable and Walter C. Zable have not participated in this Plan.

(3)

Mr. deKozan's payments will commence in 2010 due to his retirement.

Potential Payments Upon Termination

General Policy: Severance Without Cause

            The Company has a severance policy applicable to many of its full time U.S.-based employees, including the named executive officers. In the event of a Company-originated termination without cause, the eligible individual who has completed three years of employment with the Company is offered the opportunity to receive, in exchange for signing a general release, a lump sum payment of one week of base pay at their current rate for each 12-months of employment, and payment of medical and dental coverage under COBRA for up to 12 months. Outplacement consultation may be provided at the Company's discretion. In individual circumstances, a named executive officer may be offered alternative arrangements to be negotiated. These severance benefits are not offset by the Company's normal retirement benefits.

            This chart shows, as of the end of the most recent fiscal year, the lump-sum severance payment, number of months of COBRA coverage and the approximate cost of that coverage, should a named executive officer be terminated by the Company without cause. Other than COBRA payments, this is in

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addition to any "Potential Payments Upon Change-in-Control", described below. Walter J. Zable does not participate. Mr. deKozan's eligibility ended when be ceased to be a full time employee.

Potential Payments Upon Change-in-Control—Transition Protection Plan

            The Company has adopted a Transition Protection Plan (the "Protection Plan"). The Protection Plan is intended to be made available upon specific approval of the individual by the CEO and the Executive Compensation Committee. It is intended to benefit principal officers and may be offered to other selected key personnel who are not principal officers. If there is any change of control of the Company (defined to include the acquisition by an unrelated party of sufficient shares of the Company to elect a majority of its Board of Directors), and within 12 months before or 24 months after such event a subject's employment terminates without good cause (as defined), or the subject executive resigns for good reason (as defined), then the Company would be obligated (a) to pay such person a monthly amount for 24 months computed as the immediately previous five fiscal years' monthly average of salary and bonus and (b) to continue for 18 months welfare plans in which such executive participated. Miscellaneous additional benefits, including outplacement service may also be provided. The Protection Plan is Exhibit 10.2 to our SEC form 10-K filed for the fiscal year ended September 30, 2007.

            A "change in control" occurs when a "person" acquires sufficient shares of our voting stock to elect a majority of our directors, assuming 90% of outstanding shares vote; or a merger resulting in a substantial change in the directors; and certain other events.

            A termination "without good cause" occurs when there is any involuntary termination of employment without (i) a willful and continued failure of the employee to perform substantially his duties, or (ii) his gross negligence or breach of fiduciary duty involving personal profit (etc.) or (iii) his conviction or plea of no contest or guilty to state or federal felony criminal laws.

            A resignation "for good reason" occurs when the authority, duties, function or responsibilities of the employee are substantially reduced, his base-salary is reduced, his bonus participation opportunity is reduced by more than 50%, his job location is substantially changed, or the Company materially breaches the Protection Plan.

            Following termination, to receive monthly payments the executive must not breach the Company's proprietary information policy and must not interfere with the employees, customers or suppliers of the Company.

            The welfare plans in which the executive would continue to participate are health insurance (COBRA), dental and vision insurance, and group term life insurance, each to the extent to which the executive participated prior to termination.

            In most cases, the entity making the payments would be the successor to Cubic Corporation.

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Change-in-Control Benefit Table

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(1)

Walter J. Zable does not participate.

(2)

In unusual cases moving of household goods may also be reimbursed. Such amounts cannot be determined at this time.

(3)

Mr. deKozan is no longer eligible to participate in this plan due to his retirement.

Independent Director Compensation
Fiscal Year 2009

            For the above options the Company recognized no expense for financial statement reporting purposes for this fiscal year because the amount is not material.

(1)

Employee directors receive no additional compensation for such service and are not included in this table.

(2)

Each non-employee director is paid an annual retainer of $22,000 and $2,000 for attendance at each board meeting and $1,000 for attendance at each committee meeting. The Chair of the Audit Committee receives an additional annual retainer of $10,000.

(3)

Computed in accordance with Financial Accounting Standard 123R.

(4)

Adjusted for stock split on 5/1/02.

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Securities Authorized for Issuance Under Equity Compensation Plans

            The following table provides certain information with respect to all of the Corporation's equity compensation plans in effect as of the end of the 2009 fiscal year.

EQUITY COMPENSATION PLAN INFORMATION
as at September 30, 2008

CERTAIN TRANSACTIONS AND RELATIONSHIPS

            The employment and compensation of Mr. Zable's son, Walter C. Zable, is noted elsewhere herein.

            Walter J. Zable's daughter, Karen Cox, received a $65,100 salary and other compensation, and an entity owned by Mrs. Cox and her husband received $60,000, for public relations services during the fiscal year.

            Director Raymond L. deKozan's son, David deKozan, received salary and other compensation of $289,826 during the fiscal year. David deKozan is Vice President-Business Development with Cubic Transportation Systems, Inc., a wholly-owned subsidiary.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

            Based solely on a review of SEC Forms 3 and 4 and amendments thereto, furnished to the Corporation during fiscal year 2009, Forms 5 and amendments thereto furnished to the Corporation with respect to its most recent fiscal year, and written representations received from our directors and officers, no Director, Officer or beneficial owner of more than 10% of the Common Stock of the Corporation failed to file on a timely basis during the 2009 fiscal year the reports required by Section 16(a) of the Securities Exchange Act of 1934.

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CONFIRMATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS

            Ernst & Young LLP has audited the Corporation's books and records since 1959 and are continuing as its auditors. Representatives of Ernst & Young LLP are expected to be present at the shareholders' meeting with the opportunity to make a statement if they desire to do so and are expected to be available to respond to appropriate questions.

            The Board is seeking your confirmation of Ernst & Young LLP as our independent registered public accountants for the fiscal year ending September 30, 2010. Our organizational documents do not require that our shareholders confirm the selection of our independent auditors. We are doing so because we believe it is a matter of good corporate practice. If our shareholders do not ratify the selection, the Audit Committee will investigate the reasons for rejection and reconsider whether or not to retain Ernst & Young LLP, but still may retain them. Even if the selection is confirmed, the Audit Committee, in its discretion, may change the appointment at any time during the year if it determines that such a change would be in the best interests of the Company and its shareholders.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THIS PROPOSAL

Audit Fees

            The aggregate fees billed in fiscal years 2009 and 2008, respectively, for professional services rendered by Ernst & Young LLP for the Audit of the Corporation's annual financial statements and internal controls and the review of financial statements included in the Corporation's SEC Form 10-Q were: $1,387,000 and $1,466,000.

Audit-Related Fees

            The aggregate fees billed in fiscal years 2009 and 2008, respectively, for assurance and related services by Ernst & Young LLP that are reasonably related to the performance of the audit or financial statement review which are not reported under "Audit Fees" above were $48,200 and $239,700. These fees included statutory audits of foreign subsidiaries, accounting consultation and employee benefit plan audits.

Tax Fees

            The aggregate fees billed in fiscal years 2009 and 2008, respectively, for professional services rendered by Ernst & Young LLP for tax compliance, tax advice and tax planning were $15,600 and $22,600. These fees were primarily for statutory foreign annual tax returns and compliance.

All Other Fees

            In 2009, fees billed for other products and services provided by Ernst & Young totaled $2,000. These fees were for EY-online services. No other fees were billed in fiscal 2008.

Other Matters

            The Audit Committee has adopted policy and procedures for the pre-approval of audit and non-audit services rendered by Ernst & Young LLP. The policy generally pre-approves specified services in the defined categories of audit services, audit-related services, and tax services up to specified amounts. Pre-approval may also be given as part of the Audit Committee's approval of the scope of the engagement of the independent auditor or on an individual explicit case-by-case basis before the independent auditor is engaged to provide each service. The pre-approval of services may be delegated to one or more of the Audit Committee's members, but the decision must be reported to the full Audit Committee at its next scheduled meeting. During fiscal years 2009 and 2008 the Audit Committee did not waive any requirement for pre-approval of any services by Ernst & Young LLP. The Committee

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approved all auditor services and fees as required by laws in effect at the time the services were commenced.

DEADLINE FOR SUBMISSION OF SHAREHOLDER PROPOSALS

            Proposals of shareholders intended to be included in the Corporation's Proxy Statement and form of proxy relating to the Corporation's Annual Meeting of Shareholders expected to be held in February, 2010 must be received by the Secretary, Cubic Corporation, 9333 Balboa Avenue, San Diego, California 92123, no later than September 18, 2010.

OTHER MATTERS

            All shareholders of record at the close of business December 28, 2009, the record date for the determination of shareholders entitled to vote at the Annual Meeting, were sent a Notice on January 14, 2009 regarding the availability of proxy materials, the Annual Report and our SEC Form 10-K, which are available at www.proxyvote.com. You may vote on-line, by telephone or by mail. Please refer to the Notice. These materials are also available in hard copy without cost, upon your request to our Corporate Secretary.

            The expense of preparing, printing and mailing the Notice, proxy materials and all other expenses of soliciting proxies will be borne by the Corporation. In addition to the solicitation of proxies by use of the mails, the Directors, Officers and regular employees of the Corporation, who will receive no compensation in addition to their regular salary, if any, may solicit proxies. The Corporation will also reimburse brokerage firms, banks, trustees, nominees and other persons for their expenses in forwarding proxy material to the beneficial owners of shares held by them of record.

            Management knows of no business which will be presented for consideration at the Annual Meeting other than that stated in the Notice of Meeting. However, if any such matter shall properly come before the meeting, the persons named in the enclosed proxy form will vote the same in accordance with their best judgment.

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Annual Meeting Admission Ticket
Cubic Corporation
Annual Meeting of Shareholders
Tuesday, February 23, 2010
11:30 A.M. PST

Cubic Corporation Headquarters
9333 Balboa Avenue
San Diego, CA 92123

This Admission Ticket will be required to admit you to the meeting

Please write your name and address in the space provided below and present this ticket when you enter

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Annual Report, Notice & Proxy Statement is/are available at www.proxyvote.com.

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CUBIC CORPORATION
Annual Meeting of Shareholders
February 23, 2010 11:30 AM
This proxy is solicited by the Board of Directors

The shareholder(s) hereby appoint Walter J. Zable and William W. Boyle, or either of them, as proxies, each with the power to appoint his substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of Common Stock of CUBIC CORPORATION that the shareholder(s) is/are entitled to vote at the Annual Meeting of Shareholders to be held at 11:30 AM, PST on February 23, 2010, at the 9333 Balboa Avenue, San Diego, CA 92123, and any adjournment or postponement thereof.

This proxy, when properly executed, will be voted as directed by the shareholder(s). If no such directions are made, this proxy will be voted for the election of the nominees listed on the reverse side for the Board of Directors and for each proposal.

Please mark, sign, date and return this proxy card promptly using the enclosed reply envelope.

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(If you noted any Address Changes and/or Comments above, please mark corresponding box on the reverse side.)

Continued and to be signed on reverse side

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TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:

KEEP THIS PORTION FOR YOUR RECORDS

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DETACH AND RETURN THIS PORTION ONLY

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

 

 

 

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