EXHIBIT
10.28


 





 


WJ COMMUNICATIONS, INC.


401 RIVER OAKS PARKWAY


SAN JOSE, CALIFORNIA 95134


 


January 13, 2006


 


Mr. Morteza Saidi


 


Re: Employment Agreement


 


Dear Mr. Saidi:


 


This letter agreement (this “Agreement”)
sets forth the terms and conditions of your employment with WJ Communications,
Inc. (the “Company”), effective as of January
16, 2006  (the “Effective Date”).
You acknowledge that if the Effective Date does not occur on or before January
16, 2006, the Company shall have no obligation to employ you and this Agreement
shall terminate.


 


1.                                       Employment
and Services. The Company shall employ you as Vice President of Engineering
of the Company, for the period beginning on the Effective Date and ending upon
termination pursuant to Section 5 below (the “Employment Period”). During the
Employment Period, you shall render such services to the Company and its
affiliates and subsidiaries as the Chief Executive Officer and the Board of
Directors of the Company (the “Board”) shall reasonably designate from time to
time, and you shall devote your best efforts and full time and attention to the
business of the Company; provided, however, you may participate in outside
activities as long as such activities do not interfere with your obligations
under this Agreement, are not competitive with the Company, and you receive
prior approval from the Board (which approval will not be unreasonably
withheld).


 


2.                                       Compensation.


 


a.                                       Annual
Base Salary. The Company shall pay you an annual base salary (“Annual Base
Salary”) of Two Hundred Twenty Five Thousand Dollars ($225,000) during the
Employment Period, subject to annual review in each year of the Employment
Period thereafter (for any partial year during the Employment Period, the
Annual Base Salary shall be prorated based on the number of days during such
year in which you are employed by the Company). The first such annual review
will occur during or about April 2007. Your Annual Base Salary may be increased
in years following the first year of employment but may not be decreased. As
used herein, the term “Annual Base Salary” refers to the Annual Base Salary as
so increased. Such Annual Base Salary shall be payable in installments in
accordance with the Company’s regular payroll practices.


 


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b.                                      Bonus.
In addition, subject to the immediately subsequent Section, you will be
eligible to receive a bonus, calculated and paid based upon the current plan
(but not to exceed yearly), to be paid as soon as practicable after each plan
period, but not later than one hundred twenty (120) days after the end of each
such plan period. In order to determine the amount of such bonus, the Company
shall determine appropriate business targets and certain individual objectives
for you for each plan period, and your bonus for each such plan period shall be
based upon the extent to which the Company and you attain such targets and
objectives. Your plan period bonus target shall be 60% of your plan period
Annual Base Salary. The determination of appropriate business targets with
respect to each plan period shall take place not later than thirty (30) days
following the receipt by the Board from the Company’s senior management of the
Company’s operating budget with respect to such fiscal period.


 


c.                                       Notwithstanding
anything herein to the contrary, there shall be deducted or withheld from all
amounts payable to you under this Agreement amounts for all federal, state,
city or other taxes required by applicable law to be so withheld or deducted
and any other amounts authorized for deduction by or required by law.


 


3.                                       Options.


 


a.                                       Options.
You will be granted as of the Effective Date a non-qualified stock option to
purchase 540,000  shares of Common Stock
of the Company, with a per share exercise price equal to the per share fair
market value of the Common Stock of the Company as of the Effective Date (the “Option
Grant”). The Option Grant will be in accordance with WJ Communications, Inc.
2000 Employee Stock Incentive Plan and shall be subject to the terms and conditions
set forth in the attached Executive Time Vesting Stock Option Agreement (the “Option
Agreement”) to be entered into between the Company and you simultaneously with
entering into this Agreement. Any of the foregoing and the terms and conditions
of the Option Agreement to the contrary notwithstanding, upon the earlier to
occur of (A) the termination of your employment within six (6) months of the
occurrence of a Change in Control (as defined in the Executive Time Vesting
Stock Option Agreement), which termination is (i) by the Company other than for
Cause (as defined below), or (ii) by you with Good Reason (as defined below),
you shall be fully vested in any then unvested shares under the Option Grant
(it being understood that there shall not be accelerated vesting of the shares
under the Option Grant upon any other termination of your employment).


 


b.                                      Performance-Vested
Stock Options. 180,000 Shares of the stock options shall vest
based on performance (“Performance Shares”) subject to the terms and conditions
of the Plan and the applicable Performance Stock Option Agreement (the “Performance
Award”). The Performance Shares shall vest conditioned on your satisfaction of
certain performance targets and objectives.


 


c.                                       Time-Vested
Restricted Stock. As of the Effective Date, you will be granted 10,000
shares of Restricted Stock. These shares of Restricted Stock will vest on the
one-year anniversary of the Effective Date.


 


4.                                       Benefits.
During the Employment Period, you shall be entitled to participate in the Company’s
fringe benefit plans for its executives, subject to and in accordance with
applicable eligibility requirements, such as group medical, dental and vision
care insurance, executive medical reimbursement, tax preparation, 401(k),
employee stock purchase program, life and disability insurance plans and all
other benefit plans (other than severance and equity-based plans or
arrangements) generally available to the Company’s executive officers. In
addition, the Company will reimburse your reasonable out-of-pocket expenses
incurred in connection with the performance of your duties hereunder,
consistent with Company policy. You shall be entitled to take time off in
accordance with the Company’s top management vacation policy.


 


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5.                                       Termination
and Severance. The Employment Period shall terminate on the first to occur
of (i) thirty (30) days following written notice by you to the Company of your
resignation without Good Reason (it being understood that you will continue to
perform your services hereunder during such thirty (30) day period if
requested, but the Company may terminate your services sooner if it so elects),
(ii) thirty (30) days following written notice by you to the Company of your
resignation with Good Reason (it being understood that you will continue to
perform your services hereunder during such thirty (30) day period provided
that the Company does not elect to terminate your employment sooner if it so
elects), (iii) your death or Disability (as defined below), (iv) a vote of the
Board directing such termination for Cause, (v) a vote of the Board directing
such termination without Cause, or (vi) the third (3rd) anniversary of the
Effective Date (the “Scheduled Expiration Date”); provided, however, that the
Scheduled Expiration Date shall be automatically extended for successive
one-year periods unless, at least ninety (90) days prior to the then-current
Scheduled Expiration Date, either the Company or you shall give written notice
to the other of an intention not to extend the Employment Period. In the event
of termination of the Employment Period pursuant to clause (ii) or (v) above,
the Company shall pay to you an amount equal to your Annual Base Salary as in
effect immediately prior to the termination of the Employment Period, such
amount to be paid periodically in accordance with the Company’s regular payroll
practices over the twelve (12) month period immediately following such
termination (the “Severance Benefit”).


 


Notwithstanding the preceding sentence, the
Severance Benefit shall be computed as an amount equal to one hundred fifty
percent (150%) of your Annual Base Salary as in effect immediately prior to the
termination of the Employment Period and shall be paid periodically in
accordance with the Company’s regular payroll practices over the twelve (12)
month period immediately following such termination solely in a circumstance in
which there has occurred a Change in Control (as defined in the Option
Agreement) within six (6) months prior to any termination by you for Good
Reason or by the Company without Cause. Notwithstanding anything in this
Agreement to the contrary, in the event that payment of the Severance Benefit,
either alone or together with other payments (or the value of other benefits)
which you have the right to receive from the Company in connection with a
Change in Control, would not be deductible (in whole or in part) by the Company
as a result of the Severance Benefit or other payments or benefits constituting
a “parachute payment” within the meaning of Section 280G of the Internal
Revenue Code of 1986, as amended (the “Code”), the Severance Benefit (or, at
your election, such other payments and/or benefits, or a combination of such
other payments and/or benefit and/or the Severance Benefit) shall be reduced to
the largest amount as will result in no portion of the Severance Benefit (or
such other payments and/or benefits) not being fully deductible by the Company
as a result of Section 280G of the Code. The determination of the amount of any
such required reduction pursuant to the foregoing provision, and the valuation
of any non-cash benefits for purposes of such determination, shall be made
exclusively by the firm that was acting as the Company’s auditors prior to the
Change in Control (whose fees and expenses shall be borne by the Company, and
such determination shall be conclusive and binding).


 


Except as otherwise set
forth in this Section 5 or pursuant to the terms of employee benefit plans in
which you participate pursuant to Section 4, you shall not be entitled to any
compensation or other payment from the Company in connection with the
termination of your employment hereunder. In addition to the Severance Benefit,
under circumstances in which the Severance Benefit is payable, you shall also
remain eligible to receive group health insurance benefits under the Company’s
benefit plans for one year following the termination of your employment with
the Company so long as such benefit plans permit such continued participation
(or for three years following the termination of your employment with the
Company in the event that the enhanced Severance Benefits are payable in
connection with a Change in Control pursuant to the third sentence of the first
paragraph of this Section 5) (the “Termination Benefit”).


 


Notwithstanding the
Severance Benefit payment schedule described above, if necessary to comply with
Section 409A of the Code, during the first six months after your termination,
your Serverance Benefits will accrue and become payable in a lump sum payment
on the second day of the seventh month after termination.


 


For purposes of this
Agreement, the following definitions will apply:  (a) “Good Reason” shall mean the occurrence
of any of the following without your consent which shall remain uncured for a
period of not less than thirty (30) days following your delivery of notice of
such occurrence to the Company (it being understood that your failure to
deliver such notice in a timely manner shall waive your rights to allege Good Reason):  (i) the transfer of your principal place of
employment to a geographic location more than 50 miles from the current
location of the Company’s principal headquarters, (ii) any material breach


 


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of this Agreement by the
Company which is not cured or which the Company is not undertaking to cure
within thirty (30) days after the Company has received written notice from you
identifying the breach in reasonable detail; or (iii) a significant reduction
of your duties, position, or responsibilities (including a change in reporting
obligations), relative to your duties, position, or responsibilities in effect
immediately prior to such reduction; (b) “Cause” shall mean any of the
following acts or circumstances:  (i)
willful destruction by you of Company property having a material value to the
Company, (ii) fraud, embezzlement, theft, or comparable dishonest activity
committed by you against the Company, (iii) your conviction of or entering a
plea of guilty or nolo contendere to any crime constituting a felony or any
misdemeanor involving fraud, dishonesty or moral turpitude, (iv) your breach,
neglect, refusal, or failure to discharge your duties under this Agreement
(other than due to Disability) or any Company policy or your failure to comply
with the lawful directions of the President, CEO or the Board, in any such case
that is not cured within fifteen (15) days after you have received written
notice thereof from the President, CEO or the Board, or (v) a willful and
knowing material misrepresentation regarding the business or affairs of the
Company to the President, CEO or the Board; and (c) “Disability” shall mean
that for a period of three (3) consecutive months or an aggregate of four (4)
months in any twelve (12) month period you are incapable of substantially
fulfilling the duties of your positions as set forth in Section 1 because of
physical, mental or emotional incapacity, injury, sickness or disease to the
extent consistent with the Americans with Disabilities Act of 1990 and/or
applicable state law. With regard to the definition of “Disability” in clause
(c) above, any question as to the existence or extent of the Disability upon
which you and the Company cannot agree shall be determined by a qualified, independent
physician selected by the Company. The determination of any such physician
shall be final and conclusive for all purposes; provided, however, that you or
your legal representatives shall have the right to present to such physician
such information as to such Disability as you or they may deem appropriate,
including the opinion of your personal physician.


 


6.                                       Confidential
Information. You acknowledge that information obtained by you while
employed by the Company or any affiliate thereof concerning the business or
affairs of (i) the Company, its affiliates and subsidiaries, including but not
limited to trade secrets, confidential knowledge, data or other proprietary
information relating to products, processes, know-how, designs, formulas,
developmental or experimental work, computer programs, databases, other
original works of authorship, customer lists, business plans, financial
information or other subject matter pertaining to any business of the Company
or any of its clients, consultants or licensees or (ii) any enterprise which is
the subject of an actual or potential transaction (“Potential Transaction”),considered,
evaluated, reviewed or otherwise, made known to Fox Paine & Company, LLC,
the Company, its affiliates or subsidiaries, or you (“Confidential Information”)
is the property of the Company. You shall not, without the prior written
consent of the Board, disclose to any person or use for your own account any
Confidential Information except (i) in the normal course of performance of your
duties hereunder, (ii) to the extent necessary to comply with applicable laws
(provided that you shall give the Company prompt notice providing a reasonable
time for the Company to seek a protective order prior to any such disclosure),
or (iii) to the extent that such information becomes generally known to and
available for use by the public other than as a result of your acts or
omissions to act. Upon termination of your employment or at the request of the
President, CEO or the Board at any time, you shall deliver to the President,
CEO or the Board all documents containing Confidential Information or relating
to the business or affairs of the Company, its affiliates and subsidiaries that
you may then possess or have under your control.


 


7.                                       Non-Solicitation.


 


a.                                       Non-Solicitation. As a means
reasonably designed to protect the Company’s Confidential Information, you
agree that, for a period of twelve (12) months from the conclusion of the
Employment Period, you will not directly, indirectly or as an agent on behalf
of or in conjunction with any person, firm, partnership, corporation or other
entity (i) hire, solicit, encourage the resignation of or in any other manner
seek to engage or employ any person (other than your personal assistant) who is
then, or within the prior three (3) months had been, an employee of the
Company, whether or not for compensation and whether or not as an officer,
consultant, adviser, independent sales representative, independent contractor
or participant, or (ii) call upon, solicit, divert or take away or attempt to
solicit, divert or take away, any client, customer, business partner,
consultant, patron of the Company, or any other person or entity with whom the
Company has a current business relationship or with whom the Company develops such
a relationship during the Employment Period, and concerning whom you acquired
Confidential Information during the Employment Period.


 


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b.                                      Scope
of Restriction. If, at the time of enforcement of this Section 7, a court
shall hold that the duration, scope or area restrictions stated herein are
unreasonable under circumstances then existing, the parties hereto agree that
the maximum duration, scope or area reasonable under such circumstances shall
be substituted for the stated duration, scope or area.


 


c.                                       Works
Made For Hire. You agree that all intellectual property rights,
developments, designs, computer software, inventions, applications and
improvements, including but not limited to trade names, assumed names, service
names, service marks, trademarks, logos, patents, copyrights, licenses,
formulas, trade secrets and technology, whether in design, methods, processes,
formulae, machines or devices and all other applications (collectively, “Inventions”),
whether made, created, invented, devised, acquired, succeeded to (whether by
devise, estate, testamentary disposition or otherwise), or developed for the
Company by you during the Employment Period or prior to the date of this
Agreement, other than Inventions made, created, invented, devised or developed
by you (i) on your own personal time, (ii) without the use of the Company’s
equipment, supplies, facilities and resources and (iii) which are not related
to the sale, manufacture, distribution, marketing development or provision of
products, components, equipment, hardware, other technology or services (of any
sort) in the wireless communications industry (collectively, “Unrelated
Inventions”), are works made for hire and shall be the exclusive property of
the Company without separate compensation to you. You will, at the request and
expense of the Company made at any time, execute and deliver to the Company or
its nominee such applications and instruments as may be desirable and
appropriate for obtaining for the Company or its nominee, patents, copyrights,
trademarks, know-how and other intellectual property protection of the United
States and all other countries for vesting in the Company or its nominee, all
of your claim, right, title and interest in said Inventions and for
maintaining, enforcing and funding the same, and to otherwise vest in or
evidence the Company’s or its nominee’s exclusive ownership of all of the
rights referred to herein. In the event that, for whatever reason, the results
of your past or future work for the Company should not be deemed to be works
made for hire, you agree to assign, and you hereby do assign, to the Company or
its nominee all claim, right, title and interest, in any country, to each and
every of the inventions that is the result of work done in the course of your
past or future employment by the Company, or that you create or develop, or
that you acquire by whatever means that was created or developed, in whole or
in part by using the Company’s equipment, supplies, resources or facilities. Each
and every such assignment is and shall be in consideration of this Agreement
with the Company, and no further consideration therefore is or shall be
provided to you by the Company. You hereby waive enforcement of any moral or
legal rights which might limit the Company’s rights to exploit any of the
foregoing materials in any manner.


 


d.                                      Equitable
Relief. You acknowledge that the provisions contained in Sections 6 and 7
of this Agreement are reasonable and necessary to protect the legitimate
interests of the Company, that any breach or threatened breach of such
provisions will result in irreparable injury to the Company and that the remedy
at law for such breach or threatened breach would be inadequate. Accordingly,
in the event of the breach by you of any of the provisions of Sections 6 and 7
of this Agreement, the Company, in addition and as a supplement to such other
rights and remedies as may exist in its favor, may apply to any court of law or
equity having jurisdiction to enforce this Agreement, and/or may apply for and
have the right to injunctive relief against any act that would violate any of
the provisions of this Agreement (without being required to post a bond). You
further agree that injunctive relief may be sought and obtained for any breach
or threatened breach of Section 6 or Section 7 without a showing of irreparable
injury, in order to prevent any such breach or threatened breach. Such right to
obtain injunctive relief may be exercised, at the option of the Company, concurrently
with, prior to, after, or in lieu of, the exercise of any other rights or
remedies that the Company may have as a result of any such breach or threatened
breach.


 


8.                                       Survival.
Any termination of your employment or of this Agreement shall have no effect on
the continuing operation of Sections 5, 6, or 7 for the periods specified
therein.


 


9.                                       Waiver
of Claims. You agree as a condition to your receipt of any Termination
Benefit or Severance Benefit pursuant to paragraph 5 hereof, you will agree, as
of the date of such termination, to waive, discharge and release any and all
claims, demands and causes of action, whether known or unknown, against the
Company, its affiliates and subsidiaries, and their respective current and
former directors, officers, employers, attorneys and agents arising out of,
connected with or incidental to your employment or other dealings with the
Company, its affiliates or subsidiaries, which you or anyone acting on your
behalf might otherwise have had or asserted and any claim to any compensation
or benefits from your employment with the Company or its affiliates (other than
employee benefits to be provided pursuant to the terms of paragraph 5 hereof or
of any employee benefit plans as set forth in paragraph 4 hereof).


 


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Notwithstanding
anything contained herein to the contrary, no Termination Benefit or Severance
Benefit payments shall be made under this Agreement or otherwise until such
time as you have delivered an executed release of claims and any applicable
revocation periods under state or federal law have expired. The Company agrees,
as further consideration for your waiver, to concurrently execute a waiver of
unknown clams against you on terms and conditions substantially identical to
the waiver provided by you (it being understood that the Company may
specifically reserve claims identified in writing by the Company at the time
that such waiver is provided).


 


10.                                 Governing
Law. This Agreement and all questions concerning the construction, validity
and interpretation of this Agreement shall be governed by and determined in
accordance with the internal law, and not the law of conflicts, of the State of
California.


 


11.                                 Notices.
All demands, notices and communications hereunder shall be in writing and shall
be deemed to have been duly given, if mailed, by registered or certified mail,
return receipt requested, or, if by other means, when received by the other
party at the address set forth herein, or such other address as may hereafter
be furnished to the other party by like notice. Notice or communication
hereunder shall be deemed to have been received on the date delivered to or
received at the premises of the addressee if delivered other than by mail, and
in the case of mail, three days after the depositing of the same in the United
States mail as above stated (or, in the case of registered or certified mail,
by the date noted on the return receipt). Notices shall be addressed as
follows:


 


	
  If to the Executive:

  	
   

  	
   

  
	
   

  	
   

  	
  Mr. Morteza Saidi

  
	
   

  	
   

  	
   

  
	
  If to the Company:

  	
   

  	
  WJ Communications, Inc.

  
	
   

  	
   

  	
  401 River Oaks Parkway

  
	
   

  	
   

  	
  San Jose, CA 95134

  
	
   

  	
   

  	
  Attention: Chief Executive Officer

  



 


Either party may change the address to which said notices are to be
sent or given by written notice of such change to the other parties in the
manner set forth above.


 


12.                                 Separability
Clause. Any part, provision, representation or warranty of this Agreement
which is prohibited or which is held to be void or unenforceable shall be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof.


 


13.                                 Successors
and Assigns; Assignment of Agreement. This Agreement shall bind and inure
to the benefit of and be enforceable by the parties hereto and the respective
successors and assigns of the parties hereto. As used in this Agreement, “Company”
shall mean the Company as hereinbefore defined and any successors to its
businesses and/or assets as aforesaid which assume and agree to perform this
Agreement by operation of law, or otherwise. This Agreement is personal to you
and without the prior written consent of the Company shall not be assignable by
you otherwise than by will or the laws of descent and distribution


 


14.                                 Waiver.
The failure of any party to insist upon strict performance of a covenant
hereunder or of any obligation hereunder, irrespective of the length of time
for which such failure continues, shall not be a waiver of such party’s right
to demand strict compliance in the future. No consent or waiver, express or
implied, to or of any breach or default in the performance of any obligation
hereunder, shall constitute a consent or waiver to or of any other breach or
default in the performance of the same or any other obligation hereunder. No
term or provision of this Agreement may be waived unless such waiver is in
writing and signed by the party against whom such waiver is sought to be
enforced.


 


15.                                 Entire
Agreement. This Agreement constitute the entire Agreement between the
parties hereto with respect to the subject matter contemplated herein and
supersedes all prior agreements,


 


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whether
written or oral, between the parties, relating to the subject matter hereof. This
Agreement shall not be modified except in writing executed by all parties
hereto.


 


16.                                 Captions.
Titles or captions of Sections and paragraphs contained in this Agreement are
inserted only as a matter of convenience and for reference, and in no way
define, limit, extend or describe the scope of this Agreement or the intent of
any provision hereof.


 


17.                                 Counterparts.
For the purpose of facilitating proving this Agreement, and for other purposes,
this Agreement may be executed simultaneously in any number of counterparts. Each
counterpart shall be deemed to be an original, and all such counterparts shall
constitute one and the same instrument.


 


18.                                 Arbitration.
Any dispute, controversy or claim arising under or in connection with this
Agreement, or the alleged breach hereof, shall be settled exclusively by
private and confidential arbitration conducted by the American Arbitration
Association in accordance with the Rules of the Commercial Panel of the
American Arbitration Association then in effect (and not the Employment Dispute
Resolution Rules). Judgment upon the award rendered by the arbitrator(s) may be
entered in any court having jurisdiction thereof. Any arbitration held
hereunder shall take place in Palo Alto, California. In addition, any dispute,
controversy or claim arising under or in connection with your rights or
obligations pursuant to any stock option or other equity arrangements between
you and the Company, shall be settled exclusively as provided for by the terms
of the applicable Company plans.


 


19.                                 Legal
Fees. In the event of any dispute hereunder or the enforcement of any right
hereunder that requires recourse to arbitration or litigation, the prevailing
party therein shall be entitled, in addition to other remedies, to recover
legal fees and costs from the non-prevailing party, as determined by the
arbitrator(s) or the court.


 


20.                                 Reimbursement
of Legal Fees. The Company will reimburse you up to $3,000 for reasonable
legal advice expenses incurred by you in connection with the negotiation,
preparation and execution of this Agreement.


 


21.                                 Certain
Conditions to Employment. Notwithstanding anything herein to the contrary,
your employment and the Company’s obligations hereunder are conditioned upon
your successful passage of a drug and alcohol screening test, the Company’s
verification of your past employment and educational experience and the Company’s
satisfaction in its sole discretion as to the results of any criminal
background investigation or reference inquiry performed by it.


 


Please execute a copy of
this letter Agreement in the space below and return it to the undersigned at
the address set forth above to confirm your understanding and acceptance of the
agreements contained herein.


 


	
  Very truly yours,

  	
   

  
	
   

  	
   

  
	
  WJ COMMUNICATIONS, INC.

  	
   

  
	
   

  	
   

  
	
   

  	
  By :

  	
  /s/ BRUCE W. DIAMOND

  	
   

  
	
   

  	
  Name:

  	
  Bruce W. Diamond

  
	
   

  	
  Title:

  	
  President and CEO

  
	
   

  	
   

  
	
   

  	
   

  
	
  Accepted and agreed to:

  	
   

  	
  /s/ MORTEZA SAIDI

  	
   

  
	
   

  	
  Name: Mr. Morteza Saidi

  



 


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Annex 1


 


REPRESENTATIONS AND WARRANTIES


(In the event that you receive WJ
Communications stock)


 


In connection with the
purchase and sale of WJ Communications Stock hereunder, you represent and
warrant to the Company that:


 


(a)                                  The
WJ Communications Stock to be acquired by you pursuant to this Agreement shall
be acquired for your own account and not with a view to, or intention of,
distribution thereof in violation of the Securities Act, or any applicable
state securities laws, and the WJ Communications Stock shall not be disposed of
in contravention of the Securities Act or any applicable state securities laws.


 


(b)                                 You
are an officer of the Company, are sophisticated in financial matters and are
able to evaluate the risks and benefits of the investment in the WJ
Communications Stock. You are an “accredited investor”, as defined in
Regulation D promulgated under the Securities Act.


 


(c)                                  To
the extent that any of the securities being purchased by you are not subject to
an effective registration statement, you are able to bear the economic risk of
your investment in such WJ Communications Stock for an indefinite period of
time and you understand that such securities cannot be sold unless subsequently
registered under the Securities Act or an exemption from such registration is
available.


 


(d)                                 You
have had an opportunity to ask questions and receive answers concerning the
terms and conditions of the offering of WJ Communications Stock and have had
full access to such other information concerning the Company as you have
requested. You have reviewed, or have had an opportunity to review, a copy of
the Stockholders’ Agreement.


 


(e)                                  This
Agreement constitutes a legal, valid and binding obligation of yours,
enforceable in accordance with its terms, and the execution, delivery and
performance of this Agreement by you does not and shall not conflict with,
violate or cause a breach of any agreement, contract or instrument to which you
are a party or any judgment, order or decree to which you are subject.


 


(f)                                    You
are not a party to or bound by any employment agreement, noncompete agreement
or confidentiality agreement with any person or entity other than the Company.


 


(g)                                 You
have consulted with independent legal counsel regarding your rights and
obligations under this Agreement and you fully understand the terms and
conditions contained herein. You have obtained advice from persons other than
the Company and its counsel regarding the tax effects of the transaction
contemplated hereby.