SPECTRIAN CORPORATION

                      CHANGE OF CONTROL SEVERANCE AGREEMENT

         This Change of Control  Severance  Agreement (the  "Agreement") is made
and entered  into  effective  as of  ___________________,  2000 (the  "Effective
Date"),  by  and  between   ___________________________   (the  "Employee")  and
Spectrian   Corporation,   a  Delaware  corporation  (the  "Company").   Certain
capitalized terms used in this Agreement are defined in Section 1 below.

                                 R E C I T A L S

         A. It is expected  that the Company from time to time will consider the
possibility  of a Change of Control.  The Board of Directors of the Company (the
"Board") recognizes that such consideration can be a distraction to the Employee
and can cause the Employee to consider alternative employment opportunities.

         B. The Board  believes that it is in the best  interests of the Company
and its  shareholders  to provide the Employee with an incentive to continue his
employment and to maximize the value of the Company upon a Change of Control for
the benefit of its shareholders.

         C. In order to provide the Employee  with enhanced  financial  security
and  sufficient  encouragement  to remain with the Company  notwithstanding  the
possibility of a Change of Control,  the Board believes that it is imperative to
provide  the  Employee  with  certain  severance  benefits  upon the  Employee's
termination of employment following a Change of Control.

                                    AGREEMENT

         In  consideration  of the mutual  covenants  herein  contained  and the
continued employment of Employee by the Company, the parties agree as follows:

         1.  Definition  of  Terms.  The  following  terms  referred  to in this
Agreement shall have the following meanings:

                  (a)  Cause.  "Cause"  shall  mean  (i)  any  act  of  personal
dishonesty taken by the Employee in connection with his  responsibilities  as an
employee which is intended to result in substantial  personal  enrichment of the
Employee,  (ii)  Employee's  conviction  of a felony which the Board  reasonably
believes  has had or will have a material  detrimental  effect on the  Company's
reputation or business,  (iii) a willful act by the Employee  which  constitutes
misconduct  and  is  injurious  to  the  Company,  and  (iv)  continued  willful
violations by the Employee of the  Employee's  obligations  to the Company after
there has been delivered to the Employee a written demand for  performance  from
the Company which describes the basis for the Company's belief that the Employee
has not substantially performed his duties.

                  (b)  Change of  Control.  "Change of  Control"  shall mean the
occurrence of any of the following  events:


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                           (i) the approval by  shareholders of the Company of a
merger or consolidation of the Company with any other corporation,  other than a
merger or  consolidation  which  would  result in the voting  securities  of the
Company outstanding immediately prior thereto continuing to represent (either by
remaining  outstanding  or by being  converted  into  voting  securities  of the
surviving  entity)  more than  fifty  percent  (50%) of the total  voting  power
represented  by the voting  securities of the Company or such  surviving  entity
outstanding immediately after such merger or consolidation; (ii) any approval by
the shareholders of the Company of a plan of complete liquidation of the Company
or an  agreement  for  the  sale  or  disposition  by  the  Company  of  all  or
substantially all of the Company's  assets;  (iii) any "person" (as such term is
used in Sections  13(d) and 14(d) of the  Securities  Exchange  Act of 1934,  as
amended)  becoming the  "beneficial  owner" (as defined in Rule 13d-3 under said
Act), directly or indirectly,  of securities of the Company  representing 50% or
more of the total voting power  represented  by the Company's  then  outstanding
voting securities; or (iv) a change in the composition of the Board, as a result
of which  fewer  than a  majority  of the  directors  are  Incumbent  Directors.
"Incumbent  Directors"  shall mean directors who either (A) are directors of the
Company as of the date hereof, or (B) are elected, or nominated for election, to
the Board with the  affirmative  votes of at least a majority of those directors
whose  election  or  nomination  was  not in  connection  with  any  transaction
described in subsections  (i), (ii) or (iii) or in connection  with an actual or
threatened proxy contest relating to the election of directors of the Company.

                  (c) Involuntary Termination.  "Involuntary  Termination" shall
mean (i) without the Employee's express written consent, a significant reduction
of  the  Employee's  duties,  position  or  responsibilities   relative  to  the
Employee's duties,  position or  responsibilities in effect immediately prior to
such  reduction,  or the removal of the Employee from such position,  duties and
responsibilities,  unless the  Employee  is  provided  with  comparable  duties,
position and  responsibilities;  (ii)  without the  Employee's  express  written
consent,  a  substantial  reduction,  without  good  business  reasons,  of  the
facilities and perquisites  (including  office space and location)  available to
the  Employee  immediately  prior to such  reduction;  (iii) a reduction  by the
Company of the Employee's  base salary or target bonus as in effect  immediately
prior to such reduction; (iv) a material reduction by the Company in the kind or
level of employee  benefits to which the Employee is entitled  immediately prior
to such reduction with the result that the Employee's  overall  benefits package
is significantly  reduced;  (v) without the Employee's  express written consent,
the relocation of the Employee to a facility or a location more than thirty-five
(35) miles from his current  location;  (vi) any  purported  termination  of the
Employee by the Company which is not effected for Cause or for which the grounds
relied  upon are not valid;  or (vii) the  failure of the  Company to obtain the
assumption of this Agreement by any successors contemplated in Section 5 below.

         2. Term of Agreement. This Agreement shall terminate upon the date that
all obligations of the parties hereto under this Agreement have been satisfied.

         3. At-Will  Employment.  The Company and the Employee  acknowledge that
the Employee's  employment is and shall continue to be at-will, as defined under
applicable  law. If the

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Employee's  employment  terminates  for any reason,  the  Employee  shall not be
entitled to any payments,  benefits,  damages, awards or compensation other than
as provided by this  Agreement,  or as may  otherwise be  established  under the
Company's  then  existing  employee  benefit  plans or  policies  at the time of
termination.

         4. Change of Control and Severance Benefits.

                  (a) Termination Following A Change of Control.

                           (i) Severance Payments.  If the Employee's employment
with the Company  terminates as a result of an Involuntary  Termination  [at any
time] after a Change of Control,  then the Employee shall be entitled to receive
a sum equal to twelve  (12)  months of his or her  annualized  base  salary  and
targeted bonus (as in effect  immediately prior to the Change of Control).  Such
severance  payments  shall be paid  bi-weekly in  accordance  with the Company's
normal  payroll  practices.  In  addition,  the Company  shall  continue to make
available to the Employee and Employee's spouse and dependents covered under any
group  health plans or life  insurance  plans of the Company on the date of such
termination of employment,  all group health,  life and other similar  insurance
plans in which  Employee or such Covered  Dependents  participate on the date of
the  Employee's  termination.

                           (ii)   Option   Acceleration.   If   the   Employee's
employment with the Company terminates as a result of an Involuntary Termination
[at any time] after a Change of Control,  then the vesting and exercisability of
each option  granted to the  Employee by the Company  (the  "Options")  shall be
automatically  accelerated in full.

                           (iii) Other Termination. If the Employee's employment
with the Company terminates other than as a result of an Involuntary Termination
[after a Change of Control],  then the Employee shall not be entitled to receive
severance or other  benefits  hereunder,  but may be eligible for those benefits
(if any) as may then be established under the Company's then existing  severance
and  benefits  plans and policies at the time of such  termination.

                  (b) Accrued Wages and Vacation;  Expenses.  Without  regard to
the reason for, or the timing of, Employee's termination of employment:  (i) the
Company  shall pay the Employee any unpaid base salary due for periods  prior to
the date of  termination;  (ii) the Company  shall pay the  Employee  all of the
Employee's  accrued and unused  vacation  through the date of  termination;  and
(iii)  following  submission  of proper  expense  reports by the  Employee,  the
Company shall reimburse the Employee for all expenses reasonably and necessarily
incurred by the Employee in connection with the business of the Company prior to
the date of termination.  These payments shall be made promptly upon termination
and within the period of time mandated by law.

         5. Successors.

                  (a)  Company's  Successors.   Any  successor  to  the  Company
(whether   direct  or  indirect   and  whether  by  purchase,   lease,   merger,
consolidation,  liquidation  or  otherwise) to all or  substantially  all of the
Company's  business and/or assets shall assume the Company's  obligations  under
this Agreement and agree  expressly to perform the Company's  obligations  under
this Agreement in the same manner and to the same extent as the Company would be
required to perform such  obligations  in the absence of a  succession.  For all
purposes under this Agreement, the term


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<PAGE>

"Company"  shall include any successor to the Company's  business  and/or assets
which  executes  and  delivers  the  assumption   agreement  described  in  this
subsection  (a) or  which  becomes  bound  by the  terms  of this  Agreement  by
operation of law.

                  (b) Employee's Successors.  Without the written consent of the
Company,  Employee  shall not assign or transfer this  Agreement or any right or
obligation  under this Agreement to any other person or entity.  Notwithstanding
the foregoing,  the terms of this Agreement and all rights of Employee hereunder
shall inure to the benefit of, and be  enforceable  by,  Employee's  personal or
legal   representatives,    executors,   administrators,    successors,   heirs,
distributees, devisees and legatees.

         6. Notices.

                  (a) General. Notices and all other communications contemplated
by this  Agreement  shall be in  writing  and  shall be deemed to have been duly
given when personally  delivered or when mailed by U.S.  registered or certified
mail, return receipt requested and postage prepaid. In the case of the Employee,
mailed  notices  shall  be  addressed  to him at the home  address  that he most
recently  communicated  to the Company in writing.  In the case of the  Company,
mailed notices shall be addressed to its corporate headquarters, and all notices
shall be directed to the attention of its Secretary.

                  (b) Notice of Termination.  Any termination by the Company for
Cause  or  by  the  Employee  as a  result  of a  voluntary  resignation  or  an
Involuntary  Termination shall be communicated by a notice of termination to the
other party  hereto given in  accordance  with this  Section.  Such notice shall
indicate the specific termination provision in this Agreement relied upon, shall
set forth in reasonable detail the facts and circumstances  claimed to provide a
basis for  termination  under the  provision  so  indicated.  The failure by the
Employee to include in the notice any fact or circumstance  which contributes to
a showing of Involuntary  Termination  shall not waive any right of the Employee
hereunder or preclude the Employee from asserting such fact or  circumstance  in
enforcing his rights hereunder.

         7. Arbitration.

                  (a) Except as provided in Section  7(d) below,  any dispute or
controversy  arising out of,  relating to, or in connection with this Agreement,
or  the  interpretation,   validity,   construction,   performance,  breach,  or
termination thereof,  shall be settled by binding arbitration to be held in Palo
Alto,  California,  in accordance  with the National Rules for the Resolution of
Employment Disputes then in effect of the American Arbitration  Association (the
"Rules").  The arbitrator may grant  injunctions or other relief in such dispute
or controversy.  The decision of the arbitrator  shall be final,  conclusive and
binding  on the  parties  to the  arbitration.  Judgment  may be  entered on the
arbitrator's decision in any court having jurisdiction.

                  (b) The arbitrator(s) shall apply California law to the merits
of any  dispute or claim,  without  reference  to  conflicts  of law rules.  The
arbitration  proceedings shall be governed by federal arbitration law and by the
Rules,  without  reference to state arbitration law. Employee hereby consents to
the personal  jurisdiction of the state and federal courts located in California
for any

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action or proceeding  arising from or relating to this  Agreement or relating to
any arbitration in which the parties are participants.

                  (c) Employee understands that nothing in this Section modifies
Employee's  at-will  employment  status.  Either  Employee  or the  Company  can
terminate the employment relationship at any time, with or without cause.

                  (d)  EMPLOYEE HAS READ AND  UNDERSTANDS  THIS  SECTION,  WHICH
DISCUSSES  ARBITRATION.  EMPLOYEE UNDERSTANDS THAT SUBMITTING ANY CLAIMS ARISING
OUT  OF,   RELATING  TO,  OR  IN  CONNECTION   WITH  THIS   AGREEMENT,   OR  THE
INTERPRETATION,  VALIDITY,  CONSTRUCTION,  PERFORMANCE,  BREACH  OR  TERMINATION
THEREOF TO BINDING  ARBITRATION  TO THE EXTENT  PERMITTED  BY LAW, AND THAT THIS
ARBITRATION  CLAUSE CONSTITUTES A WAIVER OF EMPLOYEE'S RIGHT TO A JURY TRIAL AND
RELATES  TO THE  RESOLUTION  OF ALL  DISPUTES  RELATING  TO ALL  ASPECTS  OF THE
EMPLOYER/EMPLOYEE  RELATIONSHIP,  INCLUDING  BUT NOT LIMITED  TO, THE  FOLLOWING
CLAIMS:

                           (i) ANY AND ALL  CLAIMS  FOR  WRONGFUL  DISCHARGE  OF
EMPLOYMENT; BREACH OF CONTRACT, BOTH EXPRESS AND IMPLIED; BREACH OF THE COVENANT
OF GOOD  FAITH  AND  FAIR  DEALING,  BOTH  EXPRESS  AND  IMPLIED;  NEGLIGENT  OR
INTENTIONAL   INFLICTION  OF  EMOTIONAL   DISTRESS;   NEGLIGENT  OR  INTENTIONAL
MISREPRESENTATION;  NEGLIGENT  OR  INTENTIONAL  INTERFERENCE  WITH  CONTRACT  OR
PROSPECTIVE ECONOMIC ADVANTAGE; AND DEFAMATION.

                           (ii) ANY AND ALL CLAIMS FOR  VIOLATION OF ANY FEDERAL
STATE OR  MUNICIPAL  STATUTE,  INCLUDING,  BUT NOT LIMITED TO,  TITLE VII OF THE
CIVIL RIGHTS ACT OF 1964, THE CIVIL RIGHTS ACT OF 1991,  THE AGE  DISCRIMINATION
IN EMPLOYMENT ACT OF 1967, THE AMERICANS WITH DISABILITIES ACT OF 1990, THE FAIR
LABOR  STANDARDS ACT, THE CALIFORNIA  FAIR EMPLOYMENT AND HOUSING ACT, AND LABOR
CODE SECTION 201, et seq;

                           (iii)  ANY AND ALL  CLAIMS  ARISING  OUT OF ANY OTHER
LAWS AND  REGULATIONS  RELATING TO EMPLOYMENT OR EMPLOYMENT  DISCRIMINATION.

         8. Miscellaneous Provisions.

                  (a) No Duty to Mitigate. The Employee shall not be required to
mitigate the amount of any payment contemplated by this Agreement, nor shall any
such payment be reduced by any  earnings  that the Employee may receive from any
other source.

                  (b) Waiver.  No provision of this  Agreement  may be modified,
waived or discharged unless the  modification,  waiver or discharge is agreed to
in  writing  and  signed by the  Employee  and by an  authorized  officer of the
Company (other than the  Employee).  No waiver by either party of any breach of,
or of compliance with, any condition or provision of this Agreement by

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the other party shall be considered a waiver of any other condition or provision
or of the same condition or provision at another time.

                  (c)   Integration.   This   Agreement  and  the  stock  option
agreements   representing  the  Options   represent  the  entire  agreement  and
understanding  between the parties as to the subject matter herein and supersede
all prior or contemporaneous agreements, whether written or oral.

                  (d) Choice of Law. The validity, interpretation,  construction
and performance of this Agreement shall be governed by the internal  substantive
laws, but not the conflicts of law rules, of the State of California.

                  (e) Severability.  The invalidity or  unenforceability  of any
provision  or  provisions  of this  Agreement  shall not affect the  validity or
enforceability of any other provision  hereof,  which shall remain in full force
and effect.

                  (f)  Employment  Taxes.  All  payments  made  pursuant to this
Agreement  shall be subject to withholding  of applicable  income and employment
taxes.

                  (g)   Counterparts.   This   Agreement   may  be  executed  in
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together will constitute one and the same instrument.

         IN WITNESS WHEREOF, each of the parties has executed this Agreement, in
the case of the Company by its duly authorized  officer,  as of the day and year
first above written.

COMPANY:                         SPECTRIAN CORPORATION

                                 By:
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                                 Title:
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EMPLOYEE:
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