**Exhibit 10.14****ENDWAVE CORPORATION****EXECUTIVE OFFICER SEVERANCE AND RETENTION PLAN****SECTION 1. INTRODUCTION.**     The purpose of this Plan is to encourage Eligible Executive Officers to remain as valuedemployees of the Company. This Plan supersedes any other severance or incentive benefit plan,policy or practice maintained by the Company, other than the Company’s Transaction Incentive Planand the Company’s Key Employee Severance and Retention Plan. This Plan amends and restates, andsupersedes in its entirety, the Company’s “Officer Retention Plan” dated March 31, 2000 and amendedMarch 5, 2002.     This Plan was adopted by the Board of Directors of the Company. This Plan is effective June5, 2003 and was amended July 21, 2005. Some of the capitalized terms used in this Plan documentare defined in Section 6 of this Plan. This Plan document is also the Summary Plan Description forthe Plan.**SECTION 2. ELIGIBILITY FOR BENEFITS.**     (a) **General Provisions.**An Eligible Executive Officer will be eligible to receive SeveranceBenefits under this Plan in the event his or her employment with the Company is (a) terminated bythe Company for a reason other than Cause or (b) voluntarily terminated by the Eligible ExecutiveOfficer for Good Reason within 30 days after the occurrence of the circumstances giving rise toGood Reason during the term of this Plan or within six months following any Change in Control thatoccurs during the term of this Plan. An Eligible Executive Officer will be eligible to receiveRetention Benefits under this Plan if (1) the Eligible Executive Officer is employed by the Companyupon the occurrence of any Change in Control that occurs during the term of this Plan or (2) his orher employment is terminated by the Company without Cause in connection with, and prior to, suchChange in Control. Notwithstanding the foregoing, in the event a Board Composition Change occurs,an Eligible Executive Officer will be eligible to receive Retention Benefits under this Plan evenif he or she is not so employed upon the occurrence of a Change in Control, as long as he or shewas employed by the Company immediately prior to such Board Composition Change. In order to beeligible to receive Benefits under this Plan, an Eligible Executive Officer must execute a generalwaiver and release in the form attached as Exhibit A (for employees age 40 and over at the time ofexecution) or Exhibit B (for employees under the age of 40 at the time of execution) prior to thepayment of such Benefits.(b) **Exceptions.**          (1) An Eligible Executive Officer will not be entitled to receive Severance Benefits if he orshe has a separate agreement with the Company providing for any severance benefits upon his or hertermination of employment with the Company; *provided, however,*that the Eligible Executive Officermay, by irrevocable written notice to the Plan Administrator prior
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to the payment of any Severance Benefits under this Plan or such separate agreement, elect toreceive the Severance Benefits provided under this Plan in lieu of the corresponding benefits undersuch separate agreement. Except to the extent an Eligible Executive Officer with a separateseverance agreement makes such an election, such Eligible Executive Officer’s severance benefits,if any, will be governed solely by the terms of such separate agreement.     (2) An Eligible Executive Officer will not be entitled to receive Retention Benefits if he orshe has a separate agreement with the Company providing for any benefits occurring upon a Change inControl (other than pursuant to the Company’s Transaction Incentive Plan); *provided, however,*thatthe Eligible Executive Officer may, by irrevocable written notice to the Plan Administrator priorto the payment of any Retention Benefits under this Plan or such separate agreement, elect toreceive the Retention Benefits provided under this Plan in lieu of the corresponding benefits undersuch separate agreement. Except to the extent an Eligible Executive Officer with a separatechange-in-control agreement makes such an election, such Eligible Executive Officer’s retentionbenefits, if any, will be governed solely by the terms of such separate agreement.     (3) An Eligible Executive Officer will not be entitled to any Benefits if his or heremployment with the Company is terminated for Cause at any time.     (4) An Eligible Executive Officer will not be entitled to any Severance Benefits if his or heremployment is voluntarily terminated for a reason other than Good Reason or is terminated by reasonof his or her death, retirement, failure to return from a leave of absence or disability.**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, other than the options granted on June 5, 2003, as provided in this Section 3(a). Upon aChange in Control, each such option automatically will become exercisable (without right ofrepurchase) for that number of shares equal to the number of shares that would be purchasable underthe option (without right of repurchase) at the end of the period beginning upon such Change inControl and ending on the date specified in the following table if the Eligible Executive Officerwere employed by the Company or its successor at the end of such period:   **Title of Eligible Executive**  **Officer upon Change in Control** **Acceleration Period**Chief Executive Officer Greater of (a) 24 months and (b) 4months for each full year ofemployment by the Company   Executive Vice President Greater of (a) 18 months and (b) 3months for each full year ofemployment by the Company     (b) **Severance Benefits.**An Eligible Executive Officer’s Severance Benefits will be thebenefits set forth in paragraphs (1) through (5) below.          (1) The Company will continue payment of the Eligible Executive Officer’s base salary (and notcommissions, bonuses or other variable pay) for the period of time after termination of employmentdetermined in accordance with the following table:
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       **Salary Continuation Period**  **Title of Eligible** **Termination Occurs in** **Termination Occurs Prior to, and****Executive Officer upon** **Connection with, or Six Months after,** **not in Connection with, a Change****Termination of Employment** **after, Change in Control** **Change in Control**Chief Executive Officer 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     Executive Vice President 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) If the Eligible Executive Officer is, immediately prior to termination of employment,enrolled in the Company’s health and/or dental plan, the Company will pay the COBRA premiums forsuch medical and/or dental insurance coverage for the Eligible Executive Officer and his or herthen-covered dependents for the period of time following termination of employment determined inaccordance with the following table:   **Title of Eligible Executive**  **Officer upon Termination of Employment** **COBRA Benefits Period**Chief Executive Officer Greater of (a) 12 months and (b) 2months for each full year ofemployment by the Company   Executive Vice President 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 thatthe Company’s payment of any applicable premiums during the COBRA benefits period set forth in theforegoing table will be credited as payment by the Eligible Executive Officer for purposes of hisor her payment required under COBRA. The period during which an Eligible Executive Officer mustelect to continue the Company’s group medical or dental coverage at his or her own expense underCOBRA, the length of time during which COBRA coverage will be made available to the EligibleExecutive Officer, and all other rights and obligations of the Eligible Executive Officer underCOBRA (except the obligations of the Company hereunder) will be applied in the same manner thatsuch rules apply in the absence of this Plan. At the conclusion of the COBRA benefits period setforth in the foregoing table, the Eligible Executive Officer will be responsible for the entirepayment of premiums required under COBRA for the remainder of the COBRA period, if any. All otherbenefits (such as life insurance and disability coverage) terminate as of the employee’stermination date, except to the extent that any conversion privilege is available thereunder.     (3) The automatic vesting in full of all stock options granted to the Eligible ExecutiveOfficer by the Company prior to March 31, 2000 upon termination of employment.     (4) The acceleration of vesting of all stock options granted to the Eligible Executive Officerby the Company on or after March 31, 2000, other than the options granted on June 5, 2003, asprovided in this paragraph (4). 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
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the date specified in the following table if the Eligible Executive Officer were employed by theCompany or its successor at the end of such period:   **Title of Eligible Executive**  **Officer upon Termination of Employment** **Acceleration Period**Chief Executive Officer Greater of (a) 24 months and (b) 4months for each full year ofemployment by the Company   Executive Vice President 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 (4) 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.**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) or upon termination ofemployment (in the case of Severance Benefits). Salary continuation Benefit payments will be made,at the option of the Plan Administrator, in a lump sum upon termination of employment or inaccordance with the Company’s normal payroll payments. COBRA Benefit payments will be made attimes deemed appropriate by the Plan Administrator. Notwithstanding any of the foregoing, noBenefit payment will be made, and no Benefit will be effective, under this Plan prior to the lastday of any waiting period or revocation period as required by applicable law in order for thegeneral waiver and release required by Section 2(a) of this Plan to be effective.     (b) **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.
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**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 Incentive 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 Change inControl or otherwise. Any such successor or assignee will be required to perform the Company’sobligations under this Plan. In such event, the term “Company,” as used in this Plan, will meanthe Company as hereinafter defined and any successor or assignee as described above which by reasonhereof 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
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majority of the directors then in office either who were directors at the beginning of such periodor whose election or nomination for election was previously so approved) cease for any reason toconstitute a majority of the directors 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 any other ownership ofany entity for which shares of the Company’s capital stock were exchanged); 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.     (f) **Company**means Endwave Corporation, a Delaware corporation, and any successor as providedin Section 5(d) of this Plan.     (g) **Eligible Executive Officer**means each individual notified in writing by the PlanAdministrator that he or she is an Eligible Key Employee under this Plan.     (h) **Good Reason**means, with respect to an Eligible Executive Officer:
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          (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 or her prior worksite;          (4) failure or refusal of any successor to the Company to assume the Company’s obligationsunder this Plan; or          (5) material breach by the Company or any successor to the Company of any material provisionsof this Plan.     (i) **Payment**has the meaning given to such term in Section 3(d) of this Plan.     (j) **Plan**means this Endwave Corporation 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.     (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.
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**SECTION 9. CLAIMS, INQUIRIES AND APPEALS.**     (a) **Applications For Benefits And Inquiries.**Any application for benefits, inquiries aboutthe Plan or inquiries about present or future rights under the Plan must be submitted to the PlanAdministrator in writing. The Plan Administrator is the named fiduciary charged with theresponsibility for administering the Plan.     (b) **Denial Of Claims.**In the event that any application for benefits is denied in whole or inpart, the Plan Administrator must notify the applicant, in writing, of the denial of theapplication, and of the applicant’s right to review the denial. The written notice of denial willbe set forth in a manner designed to be understood by the employee, and will include specificreasons for the denial, specific references to the Plan provision upon which the denial is based, adescription of any information or material that the Plan Administrator needs to complete the reviewand an explanation of the Plan’s review procedure. This written notice will be given to theemployee within 90 days after the Plan Administrator receives the application, unless specialcircumstances require an extension of time, in which case, the Plan Administrator has up to anadditional 90 days for processing the application. If an extension of time for processing isrequired, written notice of the extension will be furnished to the applicant before the end of theinitial 90-day period. This notice of extension will describe the special circumstancesnecessitating the additional time and the date by which the Plan Administrator is to render itsdecision on the application. If written notice of denial of the application for benefits is notfurnished within the specified time, the application will be deemed to be denied. The applicantwill then be permitted to appeal the denial in accordance with the Review Procedure describedbelow.     (c) **Request For A Review.**Any person (or that person’s authorized representative) for whom anapplication for benefits is denied (or deemed denied), in whole or in part, may appeal the denialby submitting a request for a review to the Plan Administrator within 60 days after the applicationis denied (or deemed denied). The Plan Administrator will give the applicant (or his or herrepresentative) an opportunity to review pertinent documents in preparing a request for a review.A request for a review must be in writing and addressed to:ENDWAVE CORPORATION