1**.**

 
the employee substantially the same level of responsibility and compensation: provided, however,that if any aspect of the new position would constitute Good Reason, the foregoing shall notpreclude the Eligible Executive Officer from being entitled to Benefits under the Plan due to atermination for Good Reason.          (4) The Eligible Executive Officer is offered immediate reemployment by a successor to theCompany or an affiliate of the Company or by a purchaser of its assets, as the case may be,following a change in ownership of the Company or an affiliate of the Company or a sale ofsubstantially all the assets of a division or business unit of the Company or an affiliate of theCompany: provided, however, that if any aspect of the new position would constitute Good Reason,the foregoing shall not preclude the Eligible Executive Officer from being entitled to Benefitsunder the Plan due to a termination for Good Reason. For purposes of the foregoing, “immediatereemployment” means that the Eligible Executive Officer ‘s employment with the successor to theCompany or an affiliate of the Company or the purchaser of its assets, as the case may be, resultsin uninterrupted employment such that the Eligible Executive Officer does not suffer a lapse in payas a result of the change in ownership of the Company or an affiliate of the Company or the sale ofits assets.**Section**3. **Amount Of Benefit.**     (a) **Retention Benefits.**An Eligible Executive Officer’s Retention Benefit will be theacceleration of vesting of all stock options granted to the Eligible Executive Officer by theCompany as provided in this Section 3(a). Upon a Change in Control, each such option automaticallywill become exercisable (without right of repurchase) for that number of shares equal to the numberof shares that would be purchasable under the option (without right of repurchase) at the end ofthe period beginning upon such Change in Control and ending on the date specified in the followingtable if the Eligible Executive Officer were employed by the Company or its successor at the end ofsuch period:   **Title of Eligible Executive Officer**  **upon Change in Control** **Acceleration Period**Edward A. Keible, Jr. Greater of (a) 24 months and (b) 4 months for each full year of employment by the Company   John J. Mikulsky Greater of (a) 18 months and (b) 3 months for each full year of employment by the Company     (b) **Severance Benefits.**An Eligible Executive Officer’s Severance Benefits will be thebenefits set forth in paragraphs (1) through (3) below.          (1) The Company will provide a severance payment based on the Eligible Executive Officer’sbase salary (and not commissions, bonuses or other variable pay) determined in accordance with thefollowing table:       **Severance Payment Amount**  **Termination Occurs in** **Termination Occurs Prior to, and****Title of Eligible Executive Officer** **Connection with, or Six Months** **not in Connection with, a Change****upon Termination of Employment** **after, a Change in Control** **in Control**Edward A. Keible, Jr. Greater of (a) 24months and (b) 4months for each fullyear of employment bythe Company Greater of (a) 12months and (b) 2months for each fullyear of employment bythe Company     John J. Mikulsky Greater of (a) 18months and (b) 3months for each fullyear of employment bythe Company Greater of (a) 9months and (b) 1.5months for each fullyear of employment bythe Company
2**.**

 
          (2) If the Eligible Executive Officer is, immediately prior to termination of employment,enrolled in the Company’s health and/or dental plan and timely elects to continue coverage undersuch health or dental plan at the time of the Eligible Executive Officer’s termination ofemployment under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Companywill pay the COBRA premiums for such health and/or dental insurance coverage for the EligibleExecutive Officer and his then-covered dependents for the period of time following termination ofemployment determined in accordance with the following table:   **Title of Eligible Executive Officer**  **upon Termination of Employment** **COBRA Benefits Period**Edward A. Keible, Jr. Greater of (a) 12 months and (b) 2months for each full year ofemployment by the Company   John J. Mikulsky Greater of (a) 9 months and (b) 1.5months for each full year ofemployment by the CompanyNo provision of this Plan will affect the continuation coverage rules under COBRA, except that theCompany’s payment of any applicable premiums during the COBRA benefits period set forth in theforegoing table will be credited, except for purposes of COBRA premium assistance under theAmerican Recovery and Reinvestment Act of 2009 (the “ARRA”), as payment by the Eligible ExecutiveOfficer for purposes of his or her payment required under COBRA. The period during which anEligible Executive Officer must elect to continue the Company’s group medical or dental coverage athis or her own expense under COBRA, the length of time during which COBRA coverage will be madeavailable to the Eligible Executive Officer, and all other rights and obligations of the EligibleExecutive Officer under COBRA (except the obligations of the Company hereunder) will be applied inthe same manner that such rules apply in the absence of this Plan. At the conclusion of the COBRAbenefits period set forth in the foregoing table, the Eligible Executive Officer will beresponsible for the entire payment of premiums required under COBRA for the remainder of the COBRAperiod, if any, except to the extent that the Eligible Executive Officer qualifies under the ARRAas an “assistance eligible individual” who is entitled to COBRA premium assistance withoutrecapture. For purposes of this Section 3(b)(2), (i) references to COBRA shall be deemed to referalso to analogous provisions of state law and (ii) any applicable insurance premiums that are paidby the Company shall not include any amounts payable by an Eligible Executive Officer under anInternal Revenue Code Section 125 health care reimbursement plan, which amounts, if any, are thesole responsibility of the Eligible Executive Officer. All other benefits (such as life insuranceand disability coverage) terminate as of the employee’s termination date, except to the extent thatany conversion privilege is available thereunder.          (3) The acceleration of vesting of all stock options granted to the Eligible Executive Officerby the Company as provided below. Upon termination of employment, each such option automaticallywill become exercisable (without right of repurchase) for that number of shares equal to the numberof shares that would be purchasable under the option (without right of repurchase) at the end ofthe period beginning upon termination of employment and ending on the date specified in thefollowing table if the Eligible Executive Officer were employed by the Company or its successor atthe end of such period:
3**.**

 
   **Title of Eligible Executive Officer upon**  **Termination of Employment** **Acceleration Period**Edward A. Keible, Jr. Greater of (a) 24 months and (b) 4months for each full year ofemployment by the Company   John J. Mikulsky Greater of (a) 18 months and (b) 3months for each full year ofemployment by the CompanyIn the event of a termination of employment in connection with, or within six months after, aChange in Control, the acceleration of vesting provided by this paragraph (3) is intended to be inaddition to the acceleration of vesting that would have occurred upon the Change in Controlpursuant to Section 3(a).     (c) **Income Tax Liabilities and Withholding.**All income tax liabilities with respect topayments under this Plan will be solely those of the affected Eligible Executive Officer and notthe Company or any other party. The Company will have no obligation to structure Benefit paymentsor otherwise administer this Plan in a manner as to reduce or eliminate such liabilities. Paymentsunder this Plan will be subject to withholdings and deductions as may be required by law.     (d) **Certain Tax Provisions Affecting Amount of Payments.**Anything in this Plan to thecontrary notwithstanding, in the event it is determined that any payment by the Company to anEligible Executive Officer hereunder (a “Payment”) would cause the Eligible Executive Officer to beliable for an excise tax pursuant to Section 4999 of the Code, then the aggregate present value ofall amounts payable as Benefits shall be reduced to the Reduced Amount. The “Reduced Amount” willbe an amount, expressed in present value, that maximizes the aggregate present value of Benefitswithout causing any Payment to create an excise tax liability under Section 4999 of the Code. Forpurposes of this Section 3(d), present value will be determined in accordance with Section280G(d)(4) of the Code.     (e) **Certain Reductions.**The Company in its sole discretion, shall have the authority toreduce an Eligible Executive Officer’s Benefits, in whole or in part, by any other severancebenefits, pay and benefits provided during a period following written notice of a plant closing ormass layoff, pay and benefits in lieu of such notice, or other similar benefits payable to theEligible Executive Officer by the Company or an affiliate of the Company that become payable inconnection with the Eligible Executive Officer’s termination of employment pursuant to (i) anyapplicable legal requirement, including without limitation, the Worker Adjustment and RetrainingNotification Act, the California Plant Closing Act, or any other similar state law, (ii) a writtenemployment or severance agreement with the Company, or (iii) any Company policy or practiceproviding for the Eligible Executive Officer to remain on the payroll for a limited period of timeafter being given notice of termination of the Eligible Executive Officer’s employment, and thePlan Administrator shall so construe and implement the terms of the Plan. Any such reductions thatthe Company determines to make pursuant to this Section 3(e) shall be made such that any Benefitunder the Plan shall be reduced solely by any similar type of benefit under such legal requirement,agreement, policy or practice (i.e. any cash severance Benefits under the Plan shall be reducedsolely by any cash payments or severance benefits under such legal requirement, agreement, policyor practice, and any continued insurance benefits under the Plan shall be reduced solely by ancontinued insurance benefits under such legal requirement, agreement, policy or practice). TheCompany’s decision to apply such reductions to the Benefits of one Eligible Executive Officer andthe amount of such reductions shall in no way obligate the
4**.**

 
Company to apply the same reductions in the same amounts to the Benefits of any other EligibleExecutive Officer, even if similarly situated. In the Company’s sole discretion, such reductionsmay be applied on a retroactive basis, with severance Benefits previously paid beingre-characterized as payments pursuant to the Company’s statutory obligation.**Section**4. **Time Of Payment; Right of Offset.**     (a) **Time of Payment.**Eligible Executive Officers will receive acceleration of vestingBenefits upon a Change in Control (in the case of Retention Benefits pursuant to Section 3(a)) orupon termination of employment (in the case of Severance Benefits pursuant to Sections 3(b)(3)).Subject to adjustment pursuant to this Section 4, severance payments pursuant to Section 3(b)(1)will be made in the form of equal installment payments on the Company’s regularly scheduled payrollpayment dates. COBRA Benefit payments pursuant to Section 3(b)(2) will be made at times deemedappropriate by the Plan Administrator.     (b) **Acceleration of Severance Payments.**Notwithstanding the payment schedule set forth inSection 4(a), the timing of Severance payments may be accelerated in the following circumstances:          (1) **Acceleration of Portion of In-Process Severance Payments upon a Change in Control.**If anEligible Executive Officer’s employment terminates prior to the effective date of a Change inControl and the Company has commenced to pay but has not yet completed paying all severancepayments that would be made to the Eligible Executive Officer in accordance with the schedule setforth in Section 4(a) at the time a subsequent Change in Control occurs, then upon the effectivedate of such Change in Control the Company will pay the Exempted Amount (as defined below) to suchEligible Executive Officer in a lump sum.          (2) **Acceleration of Portion of Severance Payments upon Termination of Employment after aChange in Control.**If an Eligible Executive Officer’s employment terminates on or after theeffective date of a Change in Control then upon the effective date of such termination ofemployment (subject, however, to the release described in Section 2(a) first becoming effective)the Company will pay the Exempted Amount (as defined below) to such Eligible Executive Officer in alump sum upon termination of employment.          (3) **Resumption of Installment Payments**. The Company will pay the Remaining Amount, if any,according to the installment schedule set forth in Section 4(a), beginning at the time the ExemptedAmount would have been paid in full if such amount were paid in accordance with the installmentschedule set forth in Section 4(a).          (4) **Definition of “Exempted Amount” and “Remaining Amount.”**For the purposes of this Section4(b):               (A) “Exempted Amount” means the lesser of (a) the total of all severance payments owed but notyet made to the Eligible Executive Officer on the effective date of a Change in Control (in thecase of Section 4(b)(1)) or termination of employment (in the case of Section 4(b)(2)) and (b) themaximum amount of severance payments described in the last sentence of Section 4(c)(1). .
5**.**

 
               (B) “Remaining Amount” means the positive difference, if any, between (i) the total of allseverance payments owed but not yet made to the Eligible Executive Officer on the effective date ofa Change in Control (in the case of Section 4(b)(1)) or termination of employment (in the case ofSection 4(b)(2)) and (ii) the Exempted Amount.     (c) **Limitations.**Notwithstanding anything to the contrary set forth herein:          (1) Any Benefits provided under the Plan that constitute “deferred compensation” within themeaning of Section 409A of the Code and any state law of similar effect (collectively “Section409A”) shall not commence in connection with an Eligible Executive Officer’s termination ofemployment unless and until the Eligible Executive Officer has also incurred a “separation fromservice” (as such term is defined in Treasury Regulations Section 1.409A-1(h) (“Separation fromService”), unless the Company reasonably determines that such amounts may be provided to theEligible Executive Officer without causing the Eligible Executive Officer to incur the adversepersonal tax consequences under Section 409A.          (2) (i) no Benefit payment will be made, and no Benefit will be effective, under this Planprior to the last day of any waiting period or revocation period as required by applicable law inorder for the general waiver and release required by Section 2(a) of this Plan to be effective, and(ii) if the Company determines that payments of any Benefits provided to an Eligible ExecutiveOfficer pursuant to the Plan (any such payments, the “Plan Payments”) constitute “deferredcompensation” under Section 409A and if the Eligible Executive Officer is a “specified employee” ofthe Company, as such term is defined in Section 409A(a)(2)(B)(i) (a “Specified Employee”), then,solely to the extent necessary to avoid the adverse personal tax consequences under Section 409A,the timing of the Plan Payments will be delayed as follows: on the earliest to occur of (1) thedate that is six (6) months and one (1) day after the date of the Eligible Executive Officer’sSeparation From Service, and (2) the date of the Eligible Executive Officer’s death (such earliestdate, the “Delayed Initial Payment Date”), the Company shall (A) pay the Eligible Executive Officera lump sum amount equal to the sum of the Plan Payments that the Eligible Executive Officer wouldotherwise have received through the Delayed Initial Payment Date if the commencement of the paymentof the Plan Payments had not been delayed pursuant to this Section 4(a) and (B) commence paying thebalance of the Plan Payments in accordance with the applicable payment schedule. Prior to theimposition of any delay on the Plan Payments as set forth above, it is intended that (i) eachinstallment of the Plan Payments be regarded as a separate “payment” for purposes of TreasuryRegulations Section 1.409A-2(b)(2)(i), (ii) all Plan Payments satisfy, to the greatest extentpossible, the exemptions from the application of Section 409A provided under Treasury RegulationsSections 1.409A-1(b)(4) and 1.409A-1(b)(9)(iii), (iii) the Plan Payments consisting of COBRApremiums also satisfy, to the greatest extent possible, the exemption from the application ofSection 409A provided under Treasury Regulations Section 1.409A-1(b)(9)(v), and (iv) the Exemptedamount may be paid pursuant to Section 4(b).          (3) In no event shall payment of any Plan Payments under the Plan be made prior to an EligibleExecutive Officer’s termination date or prior to the effective date of the release described inSection 2(a). If the Company determines that any Plan Payments constitute “deferred compensation”under Section 409A, and the Eligible Executive Officer’s Separation from Service occurs at a timeduring the calendar year when the release described in Section 2(a) could become effective in thecalendar year following the calendar year in which the Eligible
6**.**

 
Executive Officer’s Separation from Service occurs, then regardless of when the release is returnedto the Company and becomes effective, the release will not be deemed effective any earlier than thelatest permitted effective date (the “Release Deadline”). If the Company determines that any PlanPayments constitute “deferred compensation” under Section 409A, then except to the extent thatpayments may be delayed until the Delayed Initial Payment Date pursuant to Section 4(c)(2), on thefirst regular payroll date following the effective date of an Eligible Executive Officer’s release,the Company shall (A) pay the Eligible Executive Officer a lump sum amount equal to the sum of thePlan Payments that the Eligible Executive Officer would otherwise have received through suchpayroll date but for the delay in payment related to the effectiveness of the release and (B)commence paying the balance, if any, of the Plan Payments in accordance with the applicable paymentschedule.     (d) **Right of Offset.**If an Eligible Executive Officer is indebted to the Company at the timeany cash Benefits are payable, the Company reserves the right to offset any such Benefits underthis Plan by the amount of such indebtedness.**Section**5. **Right To Interpret, Amend and Terminate Plan; Other Arrangements; Binding Nature Of Plan.**     (a) **Exclusive Discretion.**The Plan Administrator will have the exclusive discretion andauthority (1) to establish rules, forms and procedures for the administration of this Plan, (2) toconstrue and interpret this Plan and (3) to decide any and all questions of fact, interpretation,definition, computation or administration arising in connection with the operation of this Planincluding, but not limited to, the eligibility to participate in this Plan and the amount ofBenefits paid under this Plan. Such rules, interpretations, computations and other actions of thePlan Administrator will be binding and conclusive on all persons.     (b) **Term Of Plan; Amendment Or Termination; Binding Nature Of Plan.**          (1) Subject to the provisions of Section 5(b)(2), this Plan will be effective until six monthsafter the first Change in Control has occurred; provided, however, that the Company’s obligationsto provide Benefits hereunder shall survive until all such Benefits have been paid.          (2) This Plan may not be amended without the written consent of the Plan Administrator andeach Eligible Executive Officer affected by such amendment. This Plan will constitute acontractual right to the Benefits to which such Eligible Executive Officer is entitled hereunder,enforceable by the Eligible Executive Officer against the Company.          (3) Any action amending or terminating this Plan will be in writing and executed by an officerof the Company duly authorized by the Plan Administrator and any Eligible Executive Officers whoseconsent is required.     (c) **Other Severance and Retention Arrangements.**The Company reserves the right to make otherarrangements regarding severance and retention benefits in special circumstances.     (d) **Binding Effect On Successor To Company.**This Plan will be binding upon any successor toor assignee of the Company or its business or assets, whether direct or indirect, by
7**.**

 
Change in Control or otherwise. Any such successor or assignee will be required to perform theCompany’s obligations under this Plan. In such event, the term “Company,” as used in this Plan,will mean the Company as hereinafter defined and any successor or assignee as described above whichby reason hereof becomes bound by the terms and provisions of this Plan.**Section**6. **Definitions.**     Capitalized terms used in this Plan have the following meanings:     (a) **Benefits**means Retention Benefits and Severance Benefits.     (b) **Board Composition Change**means the occurrence of a change in the Board of Directors of theCompany in which the individuals who constituted the Board of Directors of the Company at thebeginning of the two-year period immediately preceding such change (together with any otherdirector whose election by the Board of Directors of the Company or whose nomination for electionby the stockholders of the Company was approved by a vote of a majority of the directors then inoffice either who were directors at the beginning of such period or whose election or nominationfor election was previously so approved) cease for any reason to constitute a majority of thedirectors then in office.     (c) **Cause**means misconduct, including but not limited to: (1) conviction of any felony or anycrime involving moral turpitude or dishonesty; (2) participation in a fraud or act of dishonestyagainst the Company; (3) any conduct that, based upon a good faith and reasonable factualinvestigation and determination by the Company’s Board of Directors, demonstrates a gross unfitnessto serve; (4) any conduct that, based upon a good faith and reasonable factual investigation anddetermination by the Company’s Board of Directors, consists of willful and repetitive acts havingthe effect of injuring the business or reputation of the Company or any of its affiliates; or (5)intentional, material violation of any contract between the Company and an Eligible ExecutiveOfficer or any statutory duty owed by an Eligible Executive Officer to the Company that is notcorrected within 30 days after written notice to the Eligible Executive Officer. A physical ormental disability will not constitute “Cause.”     (d) **Change in Control**means any of the following:          (1) a merger or consolidation of the Company after which the Company’s stockholdersimmediately prior to the merger or consolidation do not have beneficial ownership of at least 50%of the outstanding voting securities of the new or continuing entity or its parent entity (takinginto account only such stockholders’ ownership of the Company prior to such merger or consolidationand not any other ownership of the new or continuing entity or its parent entity);          (2) a transaction or series of related transactions to which the Company is a party and inwhich a majority of the outstanding shares of the Company’s capital stock are sold, exchanged orotherwise disposed of, after which the Company’s stockholders immediately prior to the first ofsuch transactions do not have beneficial ownership of at least 50% of the outstanding votingsecurities of the Company or of the entity for which shares of the Company’s capital stock wereexchanged (in either such case, taking into account only such stockholders’ ownership of theCompany prior to the time such transaction or transactions commenced and not
8**.**

 
any other ownership of any entity for which shares of the Company’s capital stock wereexchanged); and          (3) a transaction or series of related transactions in which the Company sells, licenses orotherwise transfers for value all or substantially all of its assets to a single purchaser or groupof associated purchasers.     (e) **Code**means the Internal Revenue Code of 1986, as may be amended from time to time, and theregulations and other applicable guidance promulgated thereunder.     (f) **Company**means Endwave Corporation, a Delaware corporation, and any successor as providedin Section 5(d) of this Plan.     (g) **Eligible Executive Officer**means Edward A. Keible, Jr. and John J. Mikulsky.     (h) **Good Reason**means, with respect to an Eligible Executive Officer:          (1) a material reduction in the Eligible Executive Officer’s rate of compensation (base salaryand bonus target), except a reduction applicable proportionally to all Eligible Executive Officers;          (2) a substantial diminution in the Eligible Executive Officer’s job responsibilities andauthority (but not merely title) with respect to the Company;          (3) a requirement that the Eligible Executive Officer relocate to a worksite that is more than50 miles from his prior worksite; or          (4) a material breach by the Company or any successor to the Company of any materialprovisions of this Plan, including, but not limited to, the failure or refusal of any successor tothe Company to assume the Company’s obligations under this Plan pursuant to Section 5(d).In order to terminate employment for Good Reason, (i) the Eligible Executive Officer must providewritten notice to the Company of the occurrence of one or more of the foregoing events within 30days following the initial occurrence of the event, and (ii) the Company shall not be required toprovide any Benefits under the Plan if it is able to remedy such event(s) within a period of 30days following such notice.     (i) **Payment**has the meaning given to such term in Section 3(d) of this Plan.     (j) **Plan**means this Endwave Corporation Senior Executive Officer Severance and Retention Plan.     (k) **Plan Administrator**means the Compensation Committee of the Board of Directors of theCompany.     (l) **Plan Sponsor**means the Company as “Plan Sponsor” within the meaning of ERISA.
9**.**

 
     (m) **Reduced Amount**has the meaning given to such term in Section 3(d) of this Plan.     (n) **Retention Benefits**means the benefits calculated pursuant to Section 3(a) of this Plan.     (o) **Severance Benefits**means the benefits calculated pursuant to Section 3(b) of this Plan.**Section**7. **No Implied Employment Contract.**     This Plan does not give any employee or other person any right to be retained in the employ ofthe Company. The Company’s right to discharge any employee or other person at any time and for anyreason is hereby reserved.**Section 8. Legal Construction.**     This Plan is intended to be governed by and will be construed in accordance with the EmployeeRetirement Income Security Act of 1974, as amended (“ERISA”), and, to the extent not preempted byERISA, the laws of the State of California.**Section**9. **Claims, Inquiries And Appeals.**     (a) **Applications For Benefits And Inquiries.**Any application for Benefits, inquiries about thePlan or inquiries about present or future rights under the Plan must be submitted to the PlanAdministrator in writing by an applicant (or his authorized representative) at the followingaddress. The Plan Administrator is the named fiduciary charged with the responsibility foradministering the Plan.Endwave Corporation************************