EXHIBIT 10.1

                              EMPLOYMENT AGREEMENT

         This EMPLOYMENT AGREEMENT (the "Agreement") is effective as of January
30, 2006 by and between RADYNE CORPORATION, a Delaware corporation (the
"Company") and CARL MYRON WAGNER, an individual ("Executive").

                                    RECITALS

         WHEREAS, the Company desires to employ the Executive in the manner
hereinafter specified and to make provision for payment of reasonable
compensation to the Executive for such services;

         WHEREAS, the Executive desires to provide services to the Company, in
accordance with the terms, conditions hereinafter set forth; and

         WHEREAS, the parties desire to enter into the Agreement as of the date
hereof, setting forth the terms and conditions of the employment relationship of
the Executive during the Term (as set forth in Section 2 hereof).

         NOW THEREFORE, in consideration of the covenants and mutual agreements
set forth herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and in reliance upon the
representations, covenants and mutual agreements contained herein, the Company
and Executive agree as follows:

         1.       EMPLOYMENT.
                  ----------

         A.       Subject to the terms and conditions of this Agreement, the
Company agrees to employ Executive as President and Chief Operating Officer of
the Company. In addition, the parties intend that upon the retirement of Robert
Fitting, the Company's current Chief Executive Officer, the Board of Directors
of the Company (the "Board") would appoint Executive to the position of Chief
Executive Officer of the Company. Executive hereby agrees to diligently perform
the duties associated with such positions. While Executive is employed as
President and Chief Operating Officer, Executive will report directly to the
current Chief Executive Officer of the Company.

<PAGE>

If appointed to the position of Chief Executive Officer, Executive will report
directly to the Board. Executive will devote substantially all of his business
time, attention and energies to the business of the Company and will comply with
the charters, policies and guidelines established by the Company from time to
time applicable to members of its Board and its senior management executives.

         B.       The Board and current Chief Executive Officer will use their
reasonable best efforts to prepare the Executive to assume the position of Chief
Executive Officer as promptly as possible, but in any event within eight (8)
months of the date hereof (unless such date is extended by mutual agreement of
the parties). During this eight (8) month period, the Chairman of the Board, the
current Chief Executive Officer, and the Executive will hold a meeting each
month, on a date mutually agreed upon, to evaluate and discuss the Executive's
progress and the implementation, if applicable, of a transition plan.

         C.       In addition to the financial results of the Company,
Executive's performance evaluations will be based on meeting or exceeding
performance objectives in such areas including, but not limited to: operational
performance and improvements, strategic leadership, human resource development
and succession planning, enterprise guardianship, and communications with
employees, stockholders and the Board.

         2.       TERM. Executive will be employed under this Agreement until
                  ----
January 30, 2009 (the "TERM") unless Executive's employment is terminated
earlier pursuant to Section 7 hereof.
                    ---------

         3.       DIRECTOR STATUS. In the event of Executive's appointment as
                  ---------------
Chief Executive Officer, the Board will undertake to elect Executive to the
Board. Thereafter, the Company shall use commercially reasonable efforts,
subject to applicable law and regulations of the NASDAQ Stock Market ("NASDAQ"),
to cause Executive to be nominated for election as a member of the Board and to
be recommended to the stockholders for election as a member of the Board. Upon
any termination of employment as Chief Executive Officer, Executive will be
deemed to have resigned from the Board, unless within 30 days thereof a majority
of the independent directors of the Board (as defined by the rules of NASDAQ)
vote to enable Executive to continue on the Board through the balance of his
term. For so long as Executive is Chief Executive Officer, Executive shall not
serve on the board of directors of more than one other public company. Any such
directorship is subject to the prior approval of the Board.

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         4.       BASE SALARY. The Company will pay Executive a base salary at
                  -----------
the annual rate of $300,000 per year commencing January 30, 2006, for the
position of President and Chief Operating Officer. In the event of Executive's
appointment to the position of Chief Executive Officer, Executive's base salary
will be increased to the annual rate of $350,000. Executive's base salary may be
raised, but not lowered, without Executive's consent.

         5.       INCENTIVE COMPENSATION.
                  ----------------------

         A.       Bonus. The Company hereby grants Executive a signing bonus of
                  -----
$160,000, payable on the first pay period after the effective date of this
Agreement. During his tenure as Chief Operating Officer, Executive will be
eligible for a bonus pursuant to the Company's Management Incentive Plan. Upon
appointment to the position of Chief Executive Officer, Executive will be
entitled to incentive compensation in accordance with and based on the
achievement of certain performance targets pursuant to the plan specified in
Exhibit A hereto. In the event the Chief Operating Officer to Chief Executive
Officer transition takes place in mid-year, the bonuses earned in each position
will be pro-rated to the portion of the year that the Executive worked in each
of the respective positions.

         B.       Stock. The Company hereby grants Executive ten thousand
                  -----
(10,000) shares of restricted common stock of the Company pursuant to the 2000
Long-Term Incentive Stock Options Plan. These ten thousand (10,000) shares shall
vest immediately upon the date of grant. Upon appointment to the position of
Chief Executive Officer, the Company will grant Executive an additional ten
thousand (10,000) shares of restricted common stock of the Company pursuant to
the 2000 Long-Term Incentive Stock Options Plan and, on the anniversary of
Executive's appointment to the position of Chief Executive Officer, the Company
will grant Executive an additional ten thousand (10,000) shares of restricted
common stock of the Company. These shares of restricted common stock shall vest
in two equal installments, 5,000 shares immediately on the date of grant and
5,000 shares on the anniversary of the date of grant for the next year,
provided, that, Executive remains employed with the Company.
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         C.       Options. The Company hereby grants Executive options to
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acquire seventy-five thousand (75,000) shares of common stock (the "Option"),
with a per share exercise price equal to the fair market value of the per share
price of the common stock on the date of grant as defined in the plan under
which the Option is granted. The Option shall vest and be fully exercisable in
three equal installments (at a rate of one-third (1/3) of the number of shares
first subject to the Option per installment) immediately upon the date of grant
and on each anniversary of the date of grant for the next two years, provided,
                                                                     --------
that, Executive remains employed with the Company. Additional option grants, if
----
any, shall be based on performance reviews of Executive as determined by the
Board. The Option is intended to be treated as an "incentive stock option" to
the maximum extent permitted under the Internal Revenue Code of 1986, as
amended. The Option shall be subject to the terms and conditions of the plan
under which the Option is granted to the extent the terms and conditions are not
addressed herein.

         6.       EXECUTIVE BENEFITS. During the Term of this Agreement,
                  ------------------
Executive will be entitled to reimbursement of reasonable and customary business
expenses consistent with the then current senior management reimbursement
policies of the Company. The Company will provide to Executive such fringe
benefits and other executive benefits as are regularly provided by the Company
to its senior management; provided, however, that nothing herein shall preclude
                          --------  -------
the Company from amending or terminating any general employee or executive
benefit plans or programs. In addition, the Company shall provide Executive with
three weeks paid vacation per year (which may not be carried over or paid if not
used).

         7.       TERMINATION.
                  -----------

         A.       Voluntary Resignation for Good Reason by Executive or
                  -----------------------------------------------------
Termination Without Cause.
-------------------------

         If Executive voluntarily terminates his employment with the Company for
Good Reason, or if the Company terminates Executive without Cause, then:

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         (i)      the Company will be obligated to continue to pay Executive, if
                  holding the position of Chief Operating Officer at the time of
                  termination, in installments in accordance with the Company's
                  normal pay policies, an amount equal to his salary for two (2)
                  years from the date of termination or resignation or, if
                  holding the position of Chief Executive officer at the time of
                  termination or resignation, an amount equal to his salary for
                  the lesser of the remaining term or one (1) year from the date
                  of termination or resignation;

         (ii)     the Company will be obligated to pay any bonus due Executive,
                  for the year of termination, within 30 days of the date of
                  determination of the bonus;

         (iii)    the Company shall reimburse Executive for COBRA premiums for
                  the period of time that the Company is required to offer him
                  COBRA coverage as a matter of law, but in no event more than
                  eighteen (18) months; and

         (iv)     the Option and any other options granted to Executive, to the
                  extent unvested, shall accelerate and become fully vested and
                  exercisable, and remain in effect as provided in the
                  applicable plan or agreement, and the restrictions on any
                  restricted stock shall deem to have lapsed.

         B.       Termination upon Death or Disability. If Executive's
                  ------------------------------------
employment is terminated as a result of Executive's death or Disability, then
the Company will be obligated to pay to Executive, his family, his heirs or
personal representative:

         (i)      Executive's then current salary through the date of
                  termination;

         (ii)     a pro-rated amount of Executive's bonus for the year, payable
                  within 30 days of the date of the determination thereof;

         (iii)    Executive's COBRA premiums for the period of time that the
                  Company is required to offer him COBRA coverage as a matter of
                  law, but in no event more than eighteen (18) months;

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         (iv)     options (including the Option) and restricted stock will be
                  dealt with in accordance with the applicable plan and grant;

         (v)      a lump sum equal to one (1) year's base salary, payable within
                  30 days of Executive's death or from the event that his
                  Disability is determined hereunder; and

         (vi)     an amount equal to one (1) year's base salary, paid over such
                  period in installments in accordance with the Company's normal
                  pay policies from the date of the event that caused
                  Executive's death or from the event that his Disability is
                  determined hereunder.

         The amounts due under subsections B(v) and (vi) shall be reduced by any
benefit paid to Executive or his family under the Company's Accidental Death and
Disability policies.

         C.       Voluntary Termination (Without Good Reason) or Termination for
                  --------------------------------------------------------------
Cause by the Company.
--------------------

         (i)      If the Executive resigns without Good Reason, or if the
                  Company discharges Executive for Cause, then the Company will
                  be obligated to pay Executive's base salary through the date
                  of termination. No bonus shall be payable. The Option, and any
                  other options granted to Executive, shall terminate as
                  provided in the applicable plan or agreement, and any unvested
                  restricted stock shall be returned to the Company at no cost
                  to it.

         (ii)     Upon voluntary termination without Good Reason by Executive,
                  or a termination for Cause by the Company, the provisions of
                  Section 8 (Covenant Not to Compete) shall automatically become
                  ------- -  -----------------------
                  applicable for a period of one (1) year, without any further
                  payment due Executive. Executive acknowledges and agrees that
                  the compensation herein is adequate consideration for such
                  covenants.

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         D.       Termination in Connection with a Change of Control. In the
                  --------------------------------------------------
event of a Change of Control, Executive will be entitled to receive the
following:

         (i)      immediately prior to the effective date of a Change of
                  Control, all stock options granted to Executive and not
                  otherwise vested shall vest and become exercisable by
                  Executive for a minimum of ninety (90) days (or, if longer,
                  the term of the options thereof) and all restrictions on any
                  restricted stock shall deem to have lapsed;

         (ii)     for the period that the Company is required to offer COBRA
                  coverage as a matter of law, but in no event more than
                  eighteen (18) months, the Company will pay for COBRA benefits
                  for Executive; and

         (iii)    the Company shall pay the Executive an amount equal to two (2)
                  times his current base salary from the Company, at the
                  Company's election, in a lump sum within three (3) months from
                  the date of termination following the Change of Control or in
                  twelve (12) equal monthly installments commencing one (1)
                  month from the date of such termination.

         E.       Definitions. For purposes of this Agreement:
                  -----------

         (i)      "Cause" shall mean, in the reasonable judgment of the Board,
                  termination of the Executive for (a) material breach of this
                  Agreement; (b) failure to follow any reasonable and lawful
                  direction of the Board; (c) material violation of any
                  reasonable rule or regulation established by the Company from
                  time to time regarding conduct of its business; (d) engaging
                  in any act of dishonesty with respect to the Company or any
                  criminal conduct (whether related to or not related to
                  Executive's employment); or (e) failure to perform his duties
                  satisfactorily;

         (ii)     "Change of Control" means any of the following: (a) any merger
                  of the Company in which the Company is not the continuing or
                  surviving entity, or pursuant to which Stock would be
                  converted into cash, securities, or other property, other than
                  a merger of the Company in which the holders of the Company's
                  common stock immediately prior to the merger have the same
                  proportionate ownership of beneficial interest of common stock
                  or other voting securities of the surviving entity immediately
                  after the merger;

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                  (b) any sale, lease, exchange or other transfer (in one
                  transaction or a series of related transactions) of assets or
                  earning power aggregating more than 50% of the assets or
                  earning power of the Company and its subsidiaries (taken as a
                  whole), other than pursuant to a sale-leaseback, structured
                  finance or other form of financing transaction; (c) the
                  shareholders of the Company approve any plan or proposal for
                  liquidation or dissolution of the Company; (d) any person (as
                  such term is used in Section 13(d) and 14(d)(2) of the
                  Securities Exchange Act of 1934, as amended), other than any
                  current shareholder of the Company or affiliate thereof or any
                  employee benefit plan of the Company or any subsidiary of the
                  Company or any entity holding shares of common stock of the
                  Company for or pursuant to the terms of any such employee
                  benefit plan in its role as an agent or trustee for such plan,
                  shall become the beneficial owner (within the meaning of Rule
                  13d-3 under the Securities Exchange Act of 1934, as amended)
                  of 50% or more of the Company's outstanding common stock; or
                  (e) if during any two-year period, individuals who at the
                  beginning of such period constituted a majority of the Board
                  do not constitute a majority of the Board at the end of such
                  period, excluding, for purposes of calculating such majority,
                  any new director(s) approved by a vote of at least two-thirds
                  of the directors who were directors at the beginning of such
                  period;

         (iii)    "Disability" shall mean a disability, reasonably diagnosed by
                  a reputable medical doctor approved by the Company, that
                  results in Executive being medically unable to fulfill his
                  duties under this Agreement for three consecutive months or
                  six months in any twelve month period; and

         (iv)     "Good Reason" shall include the following circumstances: (a)
                  if Executive is not appointed to the position of Chief
                  Executive Officer within eight (8) months from the date
                  hereof, (or within such longer period of time that the parties
                  may mutually agree); (b) if the Company assigns Executive
                  duties that are materially inconsistent with, or constitute a
                                                                   ------------
                  material reduction of powers or functions associated with,
                  Executive's position, duties, or responsibilities with the
                  Company, or a material adverse change in Executive's titles,
                  authority, or reporting responsibilities, or in conditions of
                  Executive's employment; (c) if Executive's base salary is
                  reduced or the potential incentive compensation (or bonus) to
                  which Executive may become entitled to at any level of
                  performance by Executive or the Company is reduced; (d) any
                  termination by the Company of Executive's employment for
                  grounds other than for "Cause;" or (e) if Executive is
                  required to relocate to an employment location that is more
                  than fifty (50) miles from Phoenix, Arizona.

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         8.       COVENANT NOT TO COMPETE. In consideration of Executive's
                  -----------------------
employment, Executive agrees to the restrictive covenants set forth below:

         A.       For the longer of one (1) year from any termination of
Executive's employment or the period during which (or relating to which if paid
in a lump sum or installments that exceed regular salary payments) Executive is
being paid severance, Change of Control, or similar benefits (or, if later, upon
conclusion of any service as a consultant), Executive shall not, directly or
indirectly, for his own benefit or for, with or through any other individual,
firm, corporation, partnership or other entity, whether acting in an individual,
fiduciary or other capacity, own, manage, operate, control, advise, invest in
(except as a 1% or less shareholder of a public company), loan money to, or
participate or assist in the ownership, management, operation or control of or
be associated as a director, officer, employee, partner, consultant, advisor,
creditor, agent, independent contractor or otherwise with, or acquiesce in the
use of his name by, any business enterprise that is in direct competition with
the Company or any subsidiary within the United States of America or any other
country that the Company conducts business at the time of Executive's
termination.

         B.       In addition to the foregoing, at all times during the period
of Executive's employment and for the longer of one (1) year from any
termination thereof (or, if later, upon conclusion of any service as a
consultant) or the period during which (or relating to which if paid in a lump
sum or installments that exceed regular salary payments) Executive is being paid
severance, Change of Control, or similar benefits (or, if later, upon conclusion
of any service as a consultant), Executive will not, directly or indirectly (as
described above), for his benefit or for, with or through any business, hire,
employ, solicit, or otherwise encourage or entice any of the Company's (or
subsidiary's) employees or consultants to leave or terminate their employment
with the Company and any customers or suppliers or prospective customers or
suppliers to alter their relationship with the Company.

                                      - 9 -
<PAGE>

         9.       NON-DISCLOSURE OF CONFIDENTIAL INFORMATION.
                  ------------------------------------------

         A.       It is understood that in the course of Executive's employment
with the Company, Executive will become acquainted with Company Confidential
Information (as defined below). Executive recognizes that Company Confidential
Information has been developed or acquired at great expense, is proprietary to
the Company, and is and shall remain the exclusive property of the Company.
Accordingly, Executive agrees that he will not, disclose to others, copy, make
any use of, or remove from Company's premises any Company Confidential
Information, except as Executive's duties may specifically require, without the
express written consent of the Board, during Executive's employment with the
Company and thereafter until such time as Company Confidential Information
becomes generally known, or readily ascertainable by proper means by persons
unrelated to the Company.

         B.       Upon any termination of employment, Executive shall promptly
deliver to the Company the originals and all copies of any and all materials,
documents, notes, manuals, or lists containing or embodying Company Confidential
Information, or relating directly or indirectly to the business of the Company,
in the possession or control of Executive.

         C.       "Company Confidential Information" shall mean confidential,
proprietary information or trade secrets of Company and its subsidiaries and
affiliates including without limitation the following: (1) customer lists and
customer information as compiled by Company; (2) Company's internal practices
and procedures; (3) internal Company financial information; (4) information
relating to strategic planning, manufacturing, engineering, purchasing, finance,
marketing, promotion, distribution, and selling activities; and (5) all other
information which is treated by Company as confidential, include all information
having independent economic value to Company that is not generally known to, and
not readily ascertainable by proper means by, persons who can obtain economic
value from its disclosure or use. Notwithstanding the foregoing provisions, the
following shall not be considered "Company Confidential Information":

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(i) the general skills of the Executive as an experienced entrepreneur and
senior management level employee; (ii) information generally known by senior
management executives within the industry in which the Company operates; (iii)
persons, entities, contacts or relationships of Executive that are also
generally known in the industry; and (iv) information which becomes available on
a non-confidential basis from a source other than Executive which source is not
prohibited from disclosing such confidential information by legal, contractual
or other obligation.

         10.      ENFORCEMENT.
                  -----------

         A.       Executive hereby agrees that the periods of time provided for
in Sections 8 and 9 and other provisions and restrictions set forth herein are
   -------- -     -
reasonable and necessary to protect the Company and its successors and assigns
in the use and employment of the goodwill of the business conducted by
Executive. Executive further agrees that damages cannot compensate the Company
in the event of a violation of Section 8 or 9 and that, if such violation should
                               ------- -    -
occur, injunctive relief shall be essential for the protection of the Company
and its successors and assigns. Accordingly, Executive hereby covenants and
agrees that, in the event any of the provisions of Section 8 or 9 shall be
                                                   ------- -    -
violated or breached, the Company shall be entitled to equitable relief in the
form of specific performance, a temporary restraining order, a temporary or
permanent injunction, or any other equitable remedy that may then be available
against the party or parties violating such covenants, without bond but upon due
notice, in addition to such further or other relief as may be available at
equity or law. Obtainment of such an injunction by the Company shall not be
considered an election of remedies or a waiver of any right to assert any other
remedies which the Company has at law or in equity. No waiver of any breach or
violation hereof shall be implied from forbearance or failure by the Company to
take action thereof. The prevailing party in any litigation, arbitration or
similar dispute resolution proceeding to enforce this provision will recover any
and all reasonable costs and expenses, including attorneys' fees.

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<PAGE>

         B.       Executive and the Company consider the restrictions contained
in Section 8 to be reasonable for the purpose of preserving the Company's
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proprietary rights and interests. If a court issues an order or makes a final
judicial determination that any such restrictions are unreasonable or otherwise
unenforceable against Executive, Executive and the Company hereby authorize such
court to amend this Agreement so as to produce the broadest, legally enforceable
agreement, and for this purpose the restrictions on time period, geographical
area and scope of activities set forth in Section 8 above are divisible; if the
                                          ------- -
court refuses to do so, then these restrictions shall be blue-penciled and
enforced as follows:

         (i)      the time period contained in Section 8(A) shall be reduced by
                                               ------- ----
                  one quarter (1/4), or if such reduced time period is not
                  sufficient in the determination of the court issuing such
                  decision or order, the time period contained in Section 8(A)
                                                                  ------- ----
                  shall be reduced by half (1/2), or if such reduced time period
                  is not sufficient in the determination of the court issuing
                  such decision or order, the time period contained in Section
                                                                       -------
                  8(A) shall be reduced by three quarters (3/4);
                  ----

         (ii)     the geographic restriction in Section 8(B) shall be enforced
                                                ------- ----
                  for the metropolitan areas in which the Company manufactures
                  or has manufactured or sells its product through direct sales
                  channels.

         C.       For purposes of Sections 8 and 9, the term "Company" includes
                                  ----------     -
                  Radyne Corporation and its subsidiaries and affiliates. For
                  purposes hereunder, an affiliate shall be deemed to be any
                  corporation or other business entity in which the Company or
                  its subsidiaries owns a controlling interest.

         11.      SEVERABILITY. Each provision in this Agreement shall be
                  ------------
treated as a separate and independent clause, and the enforceability of any one
clause shall in no way impair the enforceability of any of the other clauses in
this Agreement.

         12.      ASSIGNMENT BY COMPANY. Nothing in this Agreement shall
                  ---------------------
preclude the Company from consolidating or merging into or with, or transferring
all or substantially all of its assets to, another corporation or entity that
assumes this Agreement and all obligations and undertakings hereunder. Upon such
consolidation, merger or transfer of assets and assumption, the term "Company"
as used herein shall mean such other corporation or entity, as appropriate, and
this Agreement shall continue in full force and effect.

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         13.      ENTIRE AGREEMENT. This Agreement and any agreements concerning
                  ----------------
stock options or other benefits, embody the complete and final agreement of the
parties hereto with respect to the subject matter hereof and supersede any prior
written, or prior or contemporaneous oral, understandings or agreements between
the parties that may have related in any way to the subject matter hereof. This
Agreement may be amended only in writing executed by the Company and Executive.

         14.      GOVERNING LAW. This Agreement and all questions relating to
                  -------------
its validity, interpretation, performance and enforcement, shall be governed by
and construed in accordance with the internal laws, and not the law of
conflicts, of the State of Arizona.

         15.      NOTICE. Any notice required or permitted under this Agreement
                  ------
must be in writing and will be deemed to have been given when delivered
personally or by overnight courier service or three days after being sent by
mail, postage prepaid, at the address indicated below or to such changed address
as such person may subsequently give such notice of:

                  if to Parent or Company:    Radyne Corporation
                                              3138 E. Elwood
                                              Phoenix, AZ 85034 8501
                                              Attention: Chief Financial Officer

                  with a copy to:             Snell & Wilmer L.L.P.
                                              One Arizona Center
                                              400 E. Van Buren Street
                                              Phoenix, Arizona 85004-0001
                                              Phone: (602) 382-6252
                                              Fax:  (602) 382-6070
                                              Attn:  Steven D. Pidgeon, Esq.

                  if to Executive:            Carl Myron Wagner
                                              16609 E. Elgin Street
                                              Gilbert, Arizona 85297
                                              Phone: (480) 988-9764
                                              Fax:  (480) 988-2378

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         16.      DISPUTE RESOLUTION.
                  ------------------

         A.       Any dispute, controversy, or claim, whether contractual or
neutral, between the parties hereto arising out of or relating to this
Agreement, including the breach or alleged breach of any representation,
warranty, agreement, covenant under this Agreement, termination, or validation
thereof, or the statutory rights or obligations of either party hereto, shall,
if not settled by negotiation, be subject to non-binding mediation before an
independent mediator selected by the parties pursuant to Section 16(C) below.
                                                         ------- -----
Any demand for mediation shall be made in writing served upon the other party to
the dispute, by certified mail, return receipt requested, at the address set
forth herein. The demand shall set forth with reasonable specificity the basis
of the dispute and the relief sought. The mediation learning will occur at a
time and place convenient to the parties in Maricopa County, Arizona, within
thirty (30) days of the date of selection or appointment of the mediator and
shall be governed by the National Rules for the Resolution of Employment
Disputes of the American Arbitration Association ("AAA").

         B.       Any dispute, controversy, or claim, whether contractual or
neutral, between the parties hereto arising directly or indirectly out of or
connected with this Agreement, including the breach or alleged breach of any
representation, warranty, agreement, covenant under this Agreement, termination,
or validation thereof, or the statutory rights or obligations of either party
hereto, which remains unresolved 45 days after the initiation of the mediation
procedure described in Section 16(A), or 30 days after the selection or
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appointment of a mediator, shall finally be resolved by binding arbitration in
accordance with the Employment Arbitration Rules of the AAA. Any arbitration
shall be conducted by arbitrators approved by the AAA, and selected by the
parties pursuant to Section 16(C) below. A single arbitrator shall conduct all
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such disputes, controversies, or claims, unless the dispute involves more than
$50,000 in the aggregate in which case the arbitration shall be conducted by a
panel of three arbitrators. The resolution of the dispute by the arbitrator(s)
shall be final, binding, nonappealable, and fully enforceable by a court of
competent jurisdiction under the Federal Arbitration Act. The arbitrator(s)
shall award damages to the prevailing party. The arbitration award shall be in
writing and shall include a statement of the reasons for the award. The
arbitration shall be held in the Phoenix metropolitan area. The arbitrator(s)
shall award reasonable attorneys' fees and costs to the prevailing party.

         C.       The parties shall select the mediator or arbitrators form a
panel list made available by the AAA. If the parties are unable to agree to a
mediator or arbitrators within 10 days of receipt of a demand for mediation or
arbitration, the mediator or arbitrators will be chosen by alternatively
striking from a list of five (5) mediators or (10) arbitrators obtained by
Company from AAA. Executive shall have the first strike.

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         17.      WITHHOLDING; RELEASE; NO DUPLICATION OF BENEFITS. All of
                  ------------------------------------------------
Executive's compensation under this Agreement will be subject to deduction and
withholding authorized or required by applicable law. The Company's obligation
to make any post-termination payments hereunder (other than salary payments and
expense reimbursements through a date of termination), shall be subject to
receipt by the Company from Executive of a mutually agreeable release, and
compliance by Executive with the covenants set forth in Sections 8 and 9 hereof.
                                                        -------- -     -
This Agreement shall not be construed to provide any duplication of any monetary
benefits to Executive.

         18.      SUCCESSORS AND ASSIGNS. This Agreement is solely for the
                  ----------------------
benefit of the parties and their respective successors, assigns, heirs and
legatees. Nothing herein shall be construed to provide any right to any other
entity or individual.

         19.      LEGAL COUNSEL. Executive recognizes that Snell & Wilmer LLP is
                  -------------
counsel to the Company and has been advised to seek his own counsel to assist
him with this Agreement. EXECUTIVE ACKNOWLEDGES THAT HE HAS HAD THIS AGREEMENT
IN HIS POSSESSION FOR AT LEAST SEVENTY-TWO (72) HOURS PRIOR TO SIGNING IT, HE
HAS HAD REASONABLE OPPORTUNITY TO READ IT AND TO OBTAIN INDEPENDENT LEGAL ADVICE
AS TO ITS PROVISIONS, AND FULLY UNDERSTANDS ITS CONTENTS.

                                     - 15 -
<PAGE>

         IN WITNESS WHEREOF, the parties have executed and delivered this
Agreement as of the date first above written.

                                      RADYNE CORPORATION, a Delaware corporation


                                      By:    /s/ Michael A. Smith
                                             -----------------------------------
                                      Name:  Michael A. Smith
                                      Title: Chairman, Compensation Committee


                                      EXECUTIVE: CARL MYRON WAGNER


                                             /s/ Carl Myron Wagner
                                             -----------------------------------

                                     - 16 -
<PAGE>

                                    EXHIBIT A

                         INCENTIVE COMPENSATION SCHEDULE

o    Annual Bonus--Incentive bonus for Executive, based on the Company meeting
     the target financial performance ("Target") for such fiscal year, as
     approved by the Board, and as measured by reported (year-end, audited) pre
     tax earnings.

            o   $50,000 in each fiscal year that the Company meets 100% of its
                Target.

            o   $100,000 in each fiscal year in additional performance bonus if
                the Company meets 110% of its Target for such fiscal year.

            o   $100,000 in each fiscal year in additional performance bonus if
                the Company meets 120% of its Target for such fiscal year.

            o   Reported year-end, audited, pre tax earnings falling between
                100%-110% or between 110%-120% of Target shall trigger a
                proration of the bonus, at a rate of $10,000 for every
                percentage point above 100%, that Executive would have received
                had the Company met such Target, with such final amount to be
                determined in the Board's sole discretion.

            o   The Board will determine any additional performance bonus
                amounts if the Company exceeds 120% of its Target for such
                fiscal year.

         Reported year-end, audited, pre tax earnings shall be adjusted
appropriately in the Board's sole discretion upon any significant corporate
changes or events (e.g., acquisitions, divestitures, etc.). Bonus amounts, if
any, are to be paid within 30 business days of any earnings release disclosing
such reported year-end, audited, pre tax earnings for the fiscal year.

         In the event that the Company does not meet or exceed 100% of its
Target in a fiscal year, a performance bonus, if any, shall be determined as
follows:

            o   Reported year-end, audited, pre tax earnings of 80%-100% of
                Target shall trigger a proration of the bonus, at a rate of
                $2500 for every percentage point above 80%, that Executive would
                have received had the Company met such Target, with such final
                amount to be determined in the Board's sole discretion.

            o   Reported year-end, audited, pre tax earnings of less than 80% of
                Target shall not entitle the Executive to any bonus.

         For each fiscal year during the term of his employment hereunder,
Executive shall receive 10% of his annual base salary earned in such fiscal year
if the Company's revenues for such fiscal year exceed 115% of Company revenues
from the prior fiscal year, excluding any contribution to revenues from
acquisitions.

     o   Performance bonus plan as set forth above shall commence with the 2006
         fiscal year.