**EXHIBIT 10.3**

 

**SIRENZA MICRODEVICES, INC.**

**EXECUTIVE EMPLOYMENT AGREEMENT**

 

THIS AGREEMENT, effective July 15, 2005 (the “**Agreement**”), is made and entered into by and between **SIRENZA MICRODEVICES, INC.** (the “**Company**”) and Charles R. Bland (“**Executive**”).

 

WHEREAS, the Company wishes to engage Executive as theCompany’s Chief Financial Officer as part of the Company’s continuing efforts to build stockholder value; and 

 

WHEREAS, the Compensation Committee of the Company’s Board of Directors, comprised solely of disinterested directors, has determined to provideExecutive with this employment agreement, including the severance package and other benefits provided hereby, for the purpose of inducing Executive to continue serving in his capacity as the Company’s Chief Financial Officer and further toprovide diligent and efficacious services to the Company during his employment. 

 

NOW, THEREFORE, for good and valuable consideration, the parties hereto agree as follows: 

 

**I. Employment.** The Company hereby employs Executive, and Executive hereby accepts employment, upon the terms and conditions hereinafter setforth. 

 

**II. Term.** Subject to the provisions fortermination as hereinafter provided, the term of this Agreement is for a period commencing July 15, 2005, and expiring July 15, 2007 (the “**Initial Term**”). As used in this Agreement, the “**Employment Period**”shall mean the Initial Term. 

 

**III. Duties.**Executive is engaged as Chief Financial Officer of the Company, to have complete responsibility for and authority over the financial management of the Company and shall have full authority and responsibility, subject only to the direction of theChief Executive Officer, the Audit Committee Chairman and the Company’s Board of Directors, for administering the financial operations of the Company in all respects. In addition, Executive shall serve, at the request of the Company and withoutadditional compensation, in such additional positions from time to time as may be reasonably requested of Executive and reasonably related to his services as Chief Financial Officer, including the positions of Assistant Treasurer, AssistantSecretary or Secretary. The duties and responsibilities of the Executive shall include the duties and responsibilities for the Executive’s corporate offices and positions as set forth in the Company’s bylaws from time to time in effect andsuch other duties and responsibilities as the Company’s Chief Executive Officer or Board of Directors may from time to time reasonably assign to the Executive, in all cases to be consistent with the Executive’s corporate offices andpositions. 

 

**IV. Extent of Services.** Executiveshall faithfully, industriously, and to the best of his ability, experience, and talents, perform all of the duties that may be required of and from 

him pursuant to this Agreement. Nothing herein shall be construed as preventing Executive from (a) investing his assets in such form or manner as willnot require any services on the part of Executive, unless Executive discloses in writing to the Company the extent of such services and receives written authorization to provide such services, in the operations or the affairs of the companies inwhich such investments are made or (b) serving as a director, advisor, or consultant to a third party; provided, however, that such investments or services may not be in connection with a business which is in competition with theCompany (excluding (i) indirect investments through mutual funds or other broad based investment vehicles, (ii) investments in debt instruments, and (iii) purchases or acquisitions of less than 5% of any class of securities of anyenterprise (but without otherwise participating in the activities of such enterprise) if such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the Exchange Act.). For purposeshereof, “in competition with the Company” shall be construed consistently with Section IX hereof. 

 

**V. Other Activities.**The Executive shall devote substantially all of his working time and efforts during the Company’s normal businesshours to the business and affairs of the Company and its subsidiaries and to the diligent and faithful performance of the duties and responsibilities duly assigned to him pursuant to this Agreement, except for vacations, holidays and sickness.However, the Executive may devote a reasonable amount of his time to civic, community, or charitable activities and, with the prior written approval of the Board of Directors, to serve as a director of other corporations and to other types ofbusiness or public activities not expressly mentioned in this paragraph. 

 

**VI. Place of Employment.** The Executive’s services shall be performed at the Company’s offices in Broomfield, Colorado. 

 

**VII. Compensation and Employee Benefits.**

 

A. **Annual Base Salary**. For all services rendered by Executive under this Agreement, theCompany shall pay Executive during the term of this Agreement a base salary, payable in equal periodic installments in accordance with the Company’s regular payroll practices, as such may be amended from time to time, at an annual rate of notless than $250,000. The amount of such base salary shall be reviewed at least once each fiscal year by the Chief Executive Officer and the Compensation Committee of the Company’s Board of Directors. 

 

B. **Stock Options**. Executive shall be eligible forfuture stock option grants at the same time and based on the same criteria as other executive officers of the Company. 

 

C. **Bonus Compensation**. Executive may receive bonuses, payable in cash or shares of the Company’s stock, as may bedetermined from time to time by the Board of Directors or the Compensation Committee of the Board of Directors, in its sole discretion, on the basis of: (i) Executive’s success in meeting his personal performance goals, as established bythe Compensation Committee of the Board of Directors; (ii) Executive’s merit, including but not limited to the quality of the services provided by Executive and his industriousness and diligence in performing such services; and(iii) the Company’s financial success and progress in the prior fiscal year. 

 

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D. **Vacation and Holidays**. Executive shall be entitled to accrue 26 days ofpaid vacation for each year of service provided. Any accrued but unused vacation time shall be carried over to successive years in accordance with the Company’s published vacation accrual policies and shall be paid to Executive at or before thetermination of his employment, in accordance with Company policy. Executive shall be entitled to paid Company holidays in accordance with the Company’s policies in effect from time to time for its senior executive officers. 

 

E. **Executive Benefits**. Executive shall beentitled to receive all of the rights, benefits, and privileges of an employee and an executive officer under any generally applicable retirement, pension, profit-sharing, insurance, health and hospital, or other employee benefit plans which may benow in effect or hereafter adopted by the Company, subject in all cases to the extent that his position, tenure, salary, age, health and other qualifications make him eligible to participate, and subject to the rules and regulations applicablethereto. 

 

F. **Working Facilities**.Executive shall be furnished with a private office, business tools, and such other facilities and services suitable to Executive’s position and adequate for the performance of the duties required by this Agreement. 

 

G. **Expenses**. Subject to limits which may beimposed by the Board of Directors, including any committee thereof, Executive is authorized to incur reasonable expenses in connection with his responsibilities in conducting the business of the Company, including expenses for entertainment, travel,and similar items. The Company will reimburse Executive for all such expenses upon the presentation by Executive, in a timely manner, of an itemized account of such expenditures, including receipts or other adequate documentation, or Executive maypay such expenses with a Company credit card, if a Company credit card is issued to Executive, and Executive shall appropriately document the business purpose of such expenditures. Executive’s expenses must be submitted to and approved by theAudit Committee or another officer or employee designated by the Audit Committee to review and approve such expenses. The parties agree that for purposes of this paragraph, the Executive’s air travel shall be coach class domestically andbusiness class internationally. 

 

H.**Educational Expenses**. Executive shall be entitled to receive reimbursement for educational expenses consistent with the Company’s policy on educational reimbursement. 

 

**VIII. Proprietary Interests of Company****.**

 

Executive and the Company recognize that the Company is in a highly competitive business in a highly technical industry. Theparties acknowledge that the success or failure of the Company depends largely on the development and use of certain proprietary and confidential information and trade secrets, including without limitation, information concerning any of theCompany’s patented components, research and development projects and in patent process components, and personal relationships with present and potential customers, suppliers, contractors, and governmental agencies as well as technology,procedures, systems, and techniques relating to the products developed or distributed by the Company (hereinafter collectively referred to as “**Confidential Information**”). Confidential 

 

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Information is a substantial asset of the Company. Confidential Information will be disclosed to Executive in the normal course of operation. Executiveacknowledges that Confidential Information is extremely valuable to the Company and must be protected from unauthorized use by the Company’s competitors or other persons. Therefore, Executive agrees not to disclose or use, whether for thebenefit of Executive or any other person or entity, at any time during or after his employment, any Confidential Information to any person or entity other than the Company or persons authorized by the Company to receive such ConfidentialInformation. As an express condition of the Executive’s employment with the Company, the Executive agrees to execute and abide by confidentiality agreements as requested by the Company, including but not limited to the Company’s form ofEmployment, Confidentiality and Invention Assignment Agreement, which is attached hereto as Exhibit A and incorporated herein by reference. 

 

Upon termination of his employment with the Company, all documents, records, notebooks, and similar repositories of or containing ConfidentialInformation, including copies thereof, then in Executive’s possession, whether prepared by Executive or others, will be left with the Company, and no copies thereof will be retained by Executive. 

 

It is agreed that any breach of this Section VIII will cause immediateirreparable harm to the Company and monetary damages would be difficult if not impossible to ascertain. Therefore, the parties agree that, upon any breach of any covenant in this Section VIII that the Company may obtain from the district court forthe City of Broomfield or Jefferson County, Colorado, or any other court of competent jurisdiction, an appropriate restraining order, preliminary injunction or other form of equitable relief with respect thereto. Nothing contained herein shall beconstrued as prohibiting the Company from pursuing any other available remedies for such breach, including the recovery of damages, costs, and attorney fees. 

 

**IX. Noncompete****.** Executive covenants and agrees with the Company that, during the Employment Period and during the period of timefollowing termination equal to the lesser of one (1) year) or any period of time during which Executive is being paid any severance or other benefits following termination of employment hereunder, he will not, directly or indirectly, own,manage, operate, control, provide services to, be employed by, participate in, or be connected in any manner with the ownership, management, operation, or control of any business which develops, manufactures, distributes or sells the same type ofproducts as the Company, or products which are the functional equivalent of the Company’s products or currently planned products, within and to the same market as the Company’s market at the time of Executive’s proposed activity or,after the termination of this Agreement, at or prior to the time of such termination. Executive certifies that his employment with the Company will not breach a previous employment agreement. Executive agrees not to engage in the unauthorized use ofthe proprietary assets of others during the term of his employment by the Company. Executive agrees not to enter into any other employment agreement, oral or written, which will run concurrently, in whole or in part, with Executive’s employmentby the Company without the prior written approval of the Chairman of the Board. It is agreed that any breach of this section of the Agreement will cause immediate irreparable harm to the Company and that monetary damages for such breach would bedifficult if not impossible to ascertain. Therefore, the parties agree that upon any breach of the covenants of this section 

 

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the Company may obtain from the district court for the City of Broomfield, Broomfield County, Colorado, or any other court of competent jurisdiction, anappropriate restraining order, preliminary injunction or other form of equitable relief with respect thereto. Nothing contained herein shall be construed as prohibiting the Company from pursuing any other available remedies for such breach,including the recovery of damages, costs, and attorney fees. 

 

The foregoing agreement not to compete shall not be held invalid because of the scope of the territory or the actions restricted thereby, or the period of time within which such agreement is operative; but any judgment by a court ofcompetent jurisdiction may define the maximum territory and actions subject to, and restricted by, this paragraph and the period of time during which such agreement is enforceable. 

 

Notwithstanding the foregoing, in the event of a Change of Control, as hereinafter defined, not recommended by a majority ofthe Board of Directors of the Company as constituted prior to the date of such Change of Control, this non-compete agreement shall terminate upon the date of such Change of Control. 

 

Notwithstanding any other provision of this Agreement, in the event that Executive is found to have violated the non-competeprovisions of this Section IX by a court of competent jurisdiction or by the arbitrator provided for in Section XVI below, all severance amounts due and owing under this Agreement shall be terminated upon the effective date of the breach andExecutive shall reimburse the Company for any portion of the severance amounts previously paid to Executive for periods following the effective date of such breach. 

 

**X. Termination of Employment****.**

 

A. **Termination by Mutual Agreement**. The Company and Executive may agree to terminate thisAgreement on terms and conditions mutually acceptable to them as of the date of termination. 

 

B. **Early Termination**. The Company may terminate the Executive’s employment for any reason prior to the end of theEmployment Period by giving the Executive 30 days’ advance notice in writing. The Executive may terminate his employment for any reason prior to the end of the Employment Period by giving the Company 30 days’ advance written notice;provided that, in the case of a termination due to a Change in Duties, Compensation or Benefits, Executive’s notice shall state the reasons for which such assertion is made. Executive shall continue to render his services to the Company,if and to the extent required by the Company, up to the effective date of such termination as referenced in the written notice of termination submitted to Executive by the Company or vice versa; provided,however, that the Company may,in its sole discretion, elect to have Executive provide different services during such notice period than those provided prior to such notice. 

 

C. **Death**. The Executive’s employment shall terminate immediately in the event of his death. In the event ofExecutive’s death during the Employment Period, the Company shall pay to Executive’s estate any unpaid wages or other amounts owing at the time of death and shall pay, in addition to and not as a substitute for the proceeds from any lifeinsurance policies on Executive’s life paid for by the Company, an amount equal to the 

 

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Severance Amount (as defined herein) which would have been payable to Executive if there had been a Involuntary Termination on the date of Executive’sdeath**.** In addition, in the event of Executive’s death during the Employment Period, 50% of the shares subject to all then unvested stock options and stock appreciation rights that have previously been granted to Executive will vest andremain exercisable after such termination in accordance with the terms of the stock plan under which such options were granted. The Executive’s rights under the benefit plans of the Company shall be determined under the provisions of thoseplans. 

 

D. **Disability**. IfExecutive becomes Disabled during the term of employment, the Company may, at its option, by 30 days’ advance written notice to Executive or Executive’s personal representative, terminate his employment under this Agreement. In the eventthat the Executive resumes the performance of substantially all of his duties hereunder before the termination of his employment under this paragraph D becomes effective, the notice of termination shall automatically be deemed to have been revoked.No compensation or benefits will be paid or provided to the Executive under this Agreement on account of termination in the event of Disability, or for periods following the date when such a termination of employment is effective. TheExecutive’s rights under the benefit plans of the Company shall be determined under the provisions of those plans. 

 

E. **Involuntary Termination**. In the event a termination constitutes an Involuntary Termination as defined herein, Executiveshall be entitled to, in lieu of any severance benefits to which the Executive may otherwise be entitled under any Company severance plan or program, (i) payment of the unpaid amount of the then applicable annual base salary up to the effectivedate of such Involuntary Termination, (ii) payment of Executive’s pro rata share of any incentive bonus program earned up to the effective date of such Involuntary Termination based on the number of full calendar months worked in anycalendar year for which a bonus is to be paid; and (iii) payment of Executive’s then current base salary, payable on the Company’s regular payroll dates (provided the Company, at its option, may elect to pay such amounts earlier inthe form of one or more lump sum payments), for a period of time equal to the Severance Period (such payment under this clause (iii) to be referred to herein as the “**Severance Amount**”).****In addition, in the event of anInvoluntary Termination, 50% of the shares subject to all then unvested stock options and stock appreciation rights that have previously been granted to Executive will vest and remain exercisable after such termination in accordance with the termsof the stock plan under which such options were granted. Subject to the Company’s obligations under paragraph H of this Section X, the Executive’s rights under the benefit plans of the Company shall be determined under the provisions ofthose plans. 

 

F. **Voluntary Terminationand Termination for Cause**. In the event a termination constitutes a Voluntary Termination as defined herein, then the Executive shall be entitled to receive severance and any other benefits only as may then be established under theCompany’s existing severance and benefit plans and policies at the time of such termination. No compensation or benefits will be paid or provided to the Executive under this Agreement on account of a termination for Cause. The Executive’srights under the benefit plans of the Company shall be determined under the provisions of those plans. 

 

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G. **Definitions**. All the terms defined in this paragraph G shall have themeanings given below throughout this Agreement. 

 

1. “**Cause**” shall mean (i) following delivery to Executive of a written demand for performance from Company which describes the basis for Company’s belief that Executive has not substantially performed his duties,Executive’s continued violation of Executive’s obligations to the Company which is demonstrably willful and deliberate on Executive’s part for a period of thirty (30) days following such written demand, (ii) Executive beingconvicted of a felony involving moral turpitude, (iii) Executive willfully breaching any material term of this Agreement which continues uncured for a period of thirty (30) days after written notice thereof from the Company, or(iv) without the consent of the Company, Executive’s commencement of employment with another employer while he is an employee of the Company. No act, or failure to act, by the Executive shall be considered “willful” unlesscommitted without good faith without a reasonable belief that the act or omission was in the Company’s best interest. 

 

2. **“Change in Duties, Compensation, or Benefits”** shall mean, without the Executive’s prior written consent, one ormore of the following events shall occur prior to the end of the Employment Period: 

 

a. a significant and detrimental change in the nature or scope of Executive’s authority, responsibilities or duties from thoseapplicable to him immediately prior to such change (it being agreed that a change of position to Chief Operating Officer or Chief Strategy Officer or a substantially similar position, accompanied by any change in duties to make Executive’sduties those reasonably and regularly required of person having such title within the Company’s industry, will not be deemed a “Change in Duties, Compensation, or Benefits” hereunder); 

 

b. a reduction in Executive’s annual base salary fromthat provided to him immediately prior to such reduction; 

 

c. a diminution in Executive’s eligibility to participate in bonus, stock option, incentive award or any other compensation plan which provides opportunities to receive compensation from those currentlyapplicable to him, except for: (i) changes in the eligibility requirements for plans that are applicable to employees or executive officers generally; (ii) changes in plans that are applicable to all executives and result in a diminutionof Executive’s benefits under such plan that is fair and proportional as compared to the diminution of benefits for all executives; and (iii) changes that are required by applicable law; 

 

d. a material diminution in the kind or level of employeebenefits (including but not limited to medical, dental or life insurance and long-term disability plans) and perquisites to which Executive is entitled immediately prior to such diminution, except for: (i) changes in the eligibilityrequirements for benefits that are applicable to employees generally; (ii) changes in benefits and perquisites that are applicable to all employees or executives and result in a diminution of Executive’s benefits that is fair andproportional as compared to the diminution for all executives; and (iii) changes that are required by applicable law; 

 

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e. a substantial reduction, without good business reasons, of the facilities andperquisites (including office space and location) available to the Executive immediately prior to such reduction, and which reduction is scheduled to last at least three months; 

 

f. a change in the location of Executive’s principal place of employment by the Company by more thanfifty (50) miles from the location where he was then principally employed; 

 

g. the failure by the Company to obtain the assumption of this Agreement by any successor in accordance with Section XVIII; 

 

h. any purported termination of the Executive’semployment by the Company which is not effected for death, Disability or for Cause, or any purported termination for which the grounds relied upon are not valid; 

 

i. any material breach by the Company of any material provision of this Agreement; or 

 

j. a reasonable determination by a majority of thosepersons comprising the Board of Directors of the Company prior to a Change of Control (even if such determination is made after such Change of Control) that, as a result of a Change of Control and a change in circumstances thereafter significantlyaffecting his position, Executive is unable to exercise the functions or duties attached to his position immediately prior to the date on which a Change of Control occurs. 

 

3. **“Change of Control”** shall be deemed to have occurred if: 

 

a. any “person,” including a “group” asdetermined in accordance with Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “**Exchange Act**”), is or becomes the beneficial owner, directly or indirectly, of securities of the Company representing 50%or more of the combined voting power of the Company’s then outstanding Voting Securities; 

 

b. as a result of, or in connection with, any tender offer or exchange offer, merger or other business combination, sale of assets orcontested election, or any combination of the foregoing transactions (a “**Transaction**”), the persons who were directors of the Company before the Transaction shall cease to constitute a majority of the Board of Directors of theCompany or any successor to the Company; 

 

c.the Company is merged or consolidated with another corporation or entity and, as a result of the merger or consolidation, less than 60% of the outstanding Voting Securities of the surviving corporation or entity are then owned in the aggregate bythe former stockholders of the Company; 

 

d. atender offer or exchange offer is made and consummated for the ownership of securities of the Company representing 50% or more of the combined voting power of the Company’s then outstanding Voting Securities; or 

 

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e. the Company transfers all or substantially all of its assets to another corporationwhich is not a wholly owned subsidiary of the Company prior to such transfer. 

 

4. **“Disabled” or “Disability”** shall mean either (i) mental or physical illness or condition rendering Executive incapable, at the time notice is given, of performing any portion ofExecutive’s normal duties with the Company even after the Company’s reasonable accommodation of any such disability in accordance with the Americans with Disabilities Act and the Colorado nondiscrimination statute, or (ii) Executive,at the time notice is given, has been unable to substantially perform his duties under this Agreement for a period of not less than six (6) consecutive months as the result of his incapacity due to physical or mental illness or condition.

 

5. **“Involuntary Termination”**shall mean any termination by the Executive prior to the end of the Employment Period as a result of any Change in Duties, Compensation or Benefits or any termination by the Company prior to the end of the Employment Period except: 

 

a. a Voluntary Termination; 

 

b. termination by mutual agreement; 

 

c. termination for Cause; 

 

d. termination as a result of Disability; or 

 

e. termination as a result of death. 

 

6. **“Severance Period”** shall mean a periodof time, commencing on the effective date of the termination of Executive’s employment with the Company, equal to eighteen (18) months. Notwithstanding the foregoing, the Severance Period shall terminate immediately upon a material breachby the Executive of his obligations under Sections VIII and IX hereof. 

 

7. **“Voluntary Termination”** shall mean any termination which results from a resignation or retirement by Executive other than a resignation following a Change in Duties, Compensation, or Benefits asdefined herein. 

 

8. **“VotingSecurities”** shall mean any securities which ordinarily possess the power to vote in the election of directors without the occurrence of any pre-condition or contingency other than the passage of time. 

 

9. “**Beneficially Owned**” shall meanbeneficial ownership by Executive, Executive’s spouse, or a trust or similar arrangement established by or for the benefit of Executive, Executive’s spouse, or Executive’s minor children as well as the meaning of such term underSection 13 or Section 16 of the Exchange Act. 

 

H. **Medical and Dental Benefits**. If Executive’s employment by the Company or any subsidiary or successor of the Company is terminated because of death, 

 

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Disability, or Involuntary Termination, then to the extent that Executive or any of Executive’s dependents may be covered under the terms of any medicaland dental plans of the Company (or any subsidiary) immediately prior to the termination, the Company will provide Executive and those dependents with the same or equivalent coverages until twelve (12) months after the effective date of anysuch termination of employment. The Company may, at its election, procure such coverages apart from, and outside of the terms of, the plans applicable to other employees. The Company’s obligation to provide such coverages will be limited by therequirement that Executive and Executive’s dependents comply with all of the conditions of the medical or dental plans applicable to employees generally and the Company is under no obligation to obtain special coverages for Executive whichwould not be covered by the plans applicable to employees generally. In consideration for these benefits, Executive or his estate must make contributions equal to those required from time to time from other employees for equivalent coverages underthe medical or dental plans. If and to the extent that Executive or any of his dependents is eligible to participate in a medical, dental or other health insurance plan of another employer after the termination of his employment by the Company, thenthe benefit provided by this paragraph shall be eliminated or commensurately diminished. 

 

**XI.****Directors and Officers Insurance****.** The Company shall maintain and keep in force directors and officers liability insurance coverage on all directors and officers in such an amount as theCompany deems reasonable and necessary under the circumstances but in no event less than $10.0 million of aggregate coverage. 

 

**XII.****Post-Termination Consulting****.** In the event of Executive’s Involuntary or Voluntary Termination, if requested by theCompany, Executive agrees to provide services to the Company as a consultant for a period of thirty (30) days following the effective date of such termination (the “**Consulting Period**”), in exchange for cash compensation at therate of $100 per hour. Executive shall have the right to decline to provide any consulting services requested by the Company after an Involuntary Termination or Voluntary Termination but such refusal during the period when severance payments arebeing made by the Company will result in the forfeiture of Executive’s right to the Severance Amount hereunder. If Executive does elect to provide consulting services following the completion of the severance period, Executive shall beobligated to provide no more than ten (10) hours of consulting services per week during the Consulting Period, and the Company shall make reasonable accommodations for Executive with respect to the place and time of the provision of suchservices so as not to interfere with Executive’s future employment or employment opportunities or otherwise. 

 

**XIII.****Notices.**Any notice required or permitted to be given under this Agreement shall be in writing and delivered in person or sentby United States registered or certified mail, postage prepaid, addressed, in the case of Executive, to Executive’s residence as indicated in Executive’s personnel file in the Company’s records, or in the case of the Company, to itsprincipal office addressed to the attention of Director of Human Resources. Such notices or other communications shall be effective upon delivery or, if earlier, three days after they have been mailed as provided above. 

 

**XIV.****Waiver.**Failure or delay on the part of eitherparty hereto to enforce any right, power, or privilege hereunder shall not be deemed to constitute a waiver thereof. The waiver of any provision of this Agreement shall not operate or be construed as a waiver of any other 

 

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provision of this Agreement. No waiver shall be valid unless in writing and executed by the party to be charged therewith. 

 

**XV.****Severability.**Whenever possible, each provision ofthis Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in anyjurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or any other jurisdiction, but this Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal orunenforceable provision had never been contained herein. 

 

**XVI.****Arbitration.** Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration in Broomfield County, Colorado, in accordance with the rules of the AmericanArbitration Association then in effect by an arbitrator selected by both parties within 10 days after either party has notified the other in writing that it desires a dispute between them to be settled by arbitration. In the event the parties cannotagree on such arbitrator within such 10-day period, each party shall select an arbitrator and inform the other party in writing of such arbitrator’s name and address within 5 days after the end of such 10-day period and the two arbitrators soselected shall select a third arbitrator within 15 days thereafter; provided, however, that in the event of a failure by either party to select an arbitrator and notify the other party of such selection within the time period provided above, thearbitrator selected by the other party shall be the sole arbitrator of the dispute. Each party shall pay its own expenses associated with such arbitration, including the expense of any arbitrator selected by such party and the Company will pay theexpenses of the jointly selected arbitrator. The decision of the arbitrator or a majority of the panel of arbitrators shall be binding upon the parties and judgment in accordance with that decision may be entered in any court having jurisdictionthereover. Punitive damages shall not be awarded. 

 

**XVII.****Assignment.**Executive acknowledges that the services to be rendered under this Agreement are unique and personal. Executive may not, without the written consent of the Company, assign or transfer, whether by pledge, creation of asecurity interest or otherwise, this Agreement or any right or obligation under this Agreement to any other person or entity except for a transfer by will or by the laws of descent or distribution of Executive’s right to receive payments orbenefits under this Agreement. In the event of any attempted assignment or transfer contrary to this paragraph, the Company shall have no liability to pay any amount so attempted to be assigned or transferred. 

 

**XVIII.****Successors.**This Agreement and all rights underthis Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective personal or legal representatives, executors, administrators, heirs, distributees, devisees, legatees, successors and,subject to Section XVII above, assigns (including, without limitation, any company into or with which the Company may merge or consolidate). The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation orotherwise) to all or substantially all of the business and/or assets of the Company to expressly assume and agree to perform this Agreement in the same manner and to 

 

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the same extent that the Company would be required to perform it if no such succession had taken place. 

 

**XIX.****Entire Agreement.**This Agreement and the exhibithereto represent the entire agreement and understanding between the parties as to the subject matter hereof and shall, as of the effective date hereof, supersede all prior or contemporaneous agreements between the parties, whether written or oral,including, without limitation, that certain offer letter regarding employment between the parties dated as of December 2, 2002. No waiver, alteration, or modification of any of the provisions of this Agreement shall be binding unless in writingand signed by duly authorized representatives of the parties hereto. 

 

**XX.****Governing Law and Jurisdiction.**This Agreement shall be interpreted, construed, and enforced under the internal laws of the State of Colorado, without regard to its choice of laws principles. The courts of the Stateof Colorado shall have sole jurisdiction and venue over all controversies which may arise with respect to this Agreement. 

 

**XXI.****Time.** In comparing any period of time prescribed or allowed by this Agreement, the day of the act, event or default from whichthe designated period of time begins to run shall not be included. Time accounting shall begin upon midnight of the following calendar day. All periods of time shall be assumed to be specified in calendar days unless otherwise noted. In the case offractional days of time, the appropriate equivalent hours can be calculated and accounted for against midnight of the calendar day in which the period of time started. 

 

**XXII.****Headings.** The headings of the paragraphs contained in this Agreement are for reference purposesonly and shall not in any way affect the meaning or interpretation of any provision of this Agreement. 

 

**XXIII.****Counterparts.** This Agreement may be signed in one or more counterparts which, taken together, shall constitute a singlebinding agreement between the parties. Photocopies or telecopies of the parties’ original signatures hereto may be relied upon as originals for all purposes. 

 

**XXIV.****Attorneys Fees.** All reasonable fees and expenses, including reasonable attorneys’ fees andexpenses, shall be awarded to the prevailing party in the event of any litigation or arbitration involving the enforcement or interpretation of this Agreement. 

 

**XXV.****Right to Advice of Counsel.** The Executive acknowledges that he has consulted with counsel and is fully aware of his rightsand obligations under this Agreement. 

 

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year indicated above. 

 

**THE COMPANY:**

 

**SIRENZA MICRODEVICES, INC.**
By: /s/ Robert Van Buskirk  Robert Van Buskirk, Chief Executive Officer
 
**EMPLOYEE:**
/s/ Charles Bland

Charles R. Bland

 

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**Exhibit A:**  Form of Employee Confidentiality,   Nondisclosure and Invention Assignment Agreement
 

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