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                                                                    EXHIBIT 10.1


               VARI-L COMPANY, INC. EMPLOYEE STOCK PURCHASE PLAN

                            AS OF NOVEMBER 30, 2001

                              ARTICLE I. - PURPOSE

1.01.    PURPOSE.

         The Vari-L Company, Inc. Employee Stock Purchase Plan is intended to
provide a method whereby employees of Vari-L Company, Inc. (hereinafter referred
to, unless the context otherwise requires, as the "Company") will have an
opportunity to acquire a proprietary interest in the Company through the
purchase of shares of the Common Stock of the Company. It is the intention of
the Company to have the Plan qualify as an "Employee Stock Purchase Plan" under
Section 423 of the Internal Revenue Code of 1986, as amended (the "Code"). The
provisions of the Plan shall be construed so as to extend and limit
participation in a manner consistent with the requirements of that section of
the Code.

                           ARTICLE II. - DEFINITIONS

2.01.    BASE PAY.

         "Base Pay" shall mean regular straight-time earnings including payments
for overtime, shift premium, bonuses and other special payments, commissions and
other marketing incentive payments.

2.02.    COMMITTEE.

         "Committee" shall mean the individuals described in Article XI.

2.03.    EMPLOYEE.

         "Employee" means any person who is customarily employed on a full-time
or part-time basis by the Company and is regularly scheduled to work more than
20 hours per week.

                  ARTICLE III. - ELIGIBILITY AND PARTICIPATION

3.01.    INITIAL ELIGIBILITY.

         All individuals employed by the Company shall be eligible to
participate in offerings under the Plan.


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3.02.    LEAVE OF ABSENCE.

         For purposes of participation in the Plan, a person on leave of absence
shall be deemed to be an employee for the first 180 days of such leave of
absence and such employee's employment shall be deemed to have terminated at the
close of business on the 180th day of such leave of absence unless such employee
shall have returned to regular full-time or part-time employment (as the case
may be) prior to the close of business on such 180th day. Termination by the
Company of any employee's leave of absence, other than termination of such leave
of absence on return to full-time or part-time employment, shall terminate an
employee's employment for all purposes of the Plan and shall terminate such
employee's participation in the Plan and right to exercise any option.

3.03.    RESTRICTIONS ON PARTICIPATION.

         Notwithstanding any provisions of the Plan to the contrary, no employee
shall be granted an option to participate in the Plan:

         (a) if, immediately after the grant, such employee would own stock,
and/or hold outstanding options to purchase stock, possessing 5% or more of the
total combined voting power or value of all classes of stock of the Company (for
purposes of this paragraph, the rules of Section 424(d) of the Code shall apply
in determining stock ownership of any employee); or

         (b) which permits the employee's rights to purchase stock under all
employee stock purchase plans of the Company to accrue at a rate which exceeds
$25,000 in fair market value of the stock for each calendar year.

3.04.    COMMENCEMENT OF PARTICIPATION.

         An eligible employee may become a participant by completing an
authorization for a payroll deduction on the form provided by the Company and
delivering it to the Company's Vice President of Finance on or before the date
set therefor by the Committee, which date shall be prior to the Offering
Commencement Date for the Offering (as such terms are defined below). Payroll
deductions for a participant shall commence on the applicable Offering
Commencement Date when his authorization for a payroll deduction becomes
effective and shall end on the Offering Termination Date of the Offering to
which such authorization is applicable unless sooner terminated by the
participant as provided in Article VIII.


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                            ARTICLE IV. - OFFERINGS

4.01.    ANNUAL OFFERINGS.

         The Plan was originally implemented by six annual offerings of the
Company's Common Stock beginning on the 10th day of March, 1995 and the 1st day
of January in each of the years 1996, 1997, 1998, 1999 and 2000, each offering
terminating on December 31 of the same year (the "Pre-2001 Offerings"). The
Company will make four additional annual offerings of the Company's Common Stock
(the "Offerings") beginning on March 16, 2001, July 1, 2001, January 7, 2002,
and July 8, 2002. The maximum number of shares issued in the respective years
shall be:

         o From January 1, 1999 to December 31, 1999: 189,216 shares.

         o From January 1, 2000 to December 31, 2000: 189,216 shares plus
unissued shares from the prior Offerings, whether offered or not.

         o From January 1, 2001 to December 31, 2001: 189,216 shares plus
unissued shares from the prior Offerings, whether offered or not.

         o From January 7, 2002 to January 6, 2003: 189,216 shares plus unissued
shares from the prior Offerings, whether offered or not.

For the 2002 Offerings, the maximum number of shares to be issued shall be
one-half (1/2) of the number of shares set forth for the annual period in which
the 2002 Offering falls, plus, if the Offering is the second Offering in 2002,
unissued shares, whether offered or not, from the immediately preceding 2002
Offering. As used in the Plan, "Offering Commencement Date" means the date in
January (except for the March 10, 1995 and March 16, 2001 beginning dates) or
July, as the case may be, on which the particular Offering begins and "Offering
Termination Date" means the date in June, July, December or January, as the case
may be, on which the particular Offering terminates.

                        ARTICLE V. - PAYROLL DEDUCTIONS

5.01.    AMOUNT OF DEDUCTION.

         At the time a participant files his authorization for payroll
deduction, he shall elect to have deductions made from his pay on each payday
during the time he is a participant in an Offering at the rate of 1, 2, 3, 4, 5,
6, 7, 8, 9 or 10% of his base pay in effect at the Offering Commencement Date of
such Offering. In the case of a part-time, hourly employee, such employee's base
pay during an Offering shall be determined by multiplying such employee's hourly
rate of pay in effect on the Offering Commencement Date by the number of
regularly scheduled hours of work for such employee during such Offering.


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5.02.    PARTICIPANT'S ACCOUNT.

         All payroll deductions made for a participant shall be credited to his
account under the Plan. A participant may not make any separate cash payment
into such account except when on leave of absence and then only as provided in
Section 5.04.

5.03.    CHANGES IN PAYROLL DEDUCTIONS.

         A participant may discontinue his participation in the Plan as provided
in Article VIII, but no other change can be made during an Offering and,
specifically, a participant may not alter the amount of his payroll deductions
for that Offering.

5.04.    LEAVE OF ABSENCE.

         If a participant goes on a leave of absence, such participant shall
have the right to elect: (a) to withdraw the balance in his or her account
pursuant to Section 7.02; (b) to discontinue contributions to the Plan but
remain a participant in the Plan, or (c) to remain a participant in the Plan
during such leave of absence, authorizing deductions to be made from payments by
the Company to the participant during such leave of absence and undertaking to
make cash payments to the Plan at the end of each payroll period to the extent
that amounts payable by the Company to such participant are insufficient to meet
such participant's authorized Plan deductions.

                        ARTICLE VI. - GRANTING OF OPTION

6.01.    NUMBER OF OPTION SHARES.

         On the Commencement Date of each Offering, a participating employee
shall be deemed to have been granted an option to purchase a maximum number of
shares of the stock of the Company equal to an amount determined as follows: an
amount equal to (i) that percentage of the employee's base pay which he has
elected to have withheld (but not in any case in excess of 10%) multiplied by
(ii) the employee's base pay during the period of the offering (iii) divided by
85% of the market value of the stock of the Company on the applicable Offering
Commencement Date. The market value of the Company's stock shall be determined
as provided in paragraphs (a) and (b) of Section 6.02 below. An employee's base
pay during the period of an offering shall be determined by multiplying, in the
case of a one-year offering, his normal weekly rate of pay (as in effect on the
last day prior to the Commencement Date of the particular offering) by 52 or the
hourly rate by 2,080 or, in the case of a six-month offering, by 26 or 1,040, as
the case may be, provided that, in the case of a part-time, hourly employee, the
employee's base pay during the period of an offering shall be determined by
multiplying such employee's hourly rate by the number of regularly scheduled
hours of work for such employee during such Offering.


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6.02.    OPTION PRICE.

         The option price of stock purchased with payroll deductions made during
such annual offering for a participant therein shall be the lower of:

         (a) 85% of the closing price of the stock on the nearest business day
prior to the Offering Commencement Date on which trading occurred on the Nasdaq
SmallCap Market, the Nasdaq National Market, the OTC Bulletin Board or on any
other U.S. or Canadian stock exchange on which the Company's stock are listed
for trading; or

         (b) 85% of the closing price of the stock on the Offering Termination
Date or the nearest prior business day on which trading occurred on the Nasdaq
SmallCap, the Nasdaq National Market, the OTC Bulletin Board or on any other
U.S. or Canadian stock exchange on which the Company's stock are listed for
trading.

If the Common Stock of the Company is not admitted to trading on any of the
aforesaid dates for which closing prices of the stock are to be determined, then
reference shall be made to the fair market value of the stock on that date, as
determined on such basis as shall be established or specified for the purpose by
the Committee. If the Company's stock is traded on more than one exchange or
quotation service, the Company's Board of Directors shall designate the exchange
or quotation service that will be used for setting the option price. For
purposes hereof, The Pink Sheets LLC shall be considered a quotation service
which may be used to set the option price.

                       ARTICLE VII. - EXERCISE OF OPTION

7.01.    AUTOMATIC EXERCISE.

         Unless a participant gives written notice to the Company as hereinafter
provided, his option for the purchase of stock with payroll deductions made
during any offering will be deemed to have been exercised automatically on the
Offering Termination Date applicable to such offering, for the purchase of the
number of full shares of stock which the accumulated payroll deductions in his
account at that time will purchase at the applicable option price (but not in
excess of the number of shares for which options have been granted to the
employee pursuant to Section 6.01), and any excess in his account at that time
will be returned to him.

7.02.    WITHDRAWAL OF ACCOUNT.

         By written notice to the Vice President of Finance of the Company, at
any time prior to the Offering Termination Date applicable to any Offering, a
participant may elect to withdraw all the accumulated payroll deductions in his
account at such time.

7.03.    FRACTIONAL SHARES.

         Fractional shares will not be issued under the Plan and any accumulated
payroll deductions which would have been used to purchase fractional shares will
be returned to any employee promptly following the termination of an Offering,
without interest.


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7.04.    TRANSFERABILITY OF OPTION.

         During a participant's lifetime, options held by such participant shall
be exercisable only by that participant.

7.05.    DELIVERY OF STOCK.

         As promptly as practicable after the Offering Termination Date of each
Offering, the Company will deliver to each participant, as appropriate, the
stock purchased upon exercise of his option.

                           ARTICLE VIII. - WITHDRAWAL

8.01.    IN GENERAL.

         As indicated in Section 7.02, a participant may withdraw payroll
deductions credited to his account under the Plan at any time by giving written
notice to the Company's Vice President of Finance. All of the participant's
payroll deductions credited to his account will be paid to him promptly after
receipt of his notice of withdrawal, and no further payroll deductions will be
made from his pay during such Offering. The Company may, at its option, treat
any attempt to borrow by an employee on the security of his accumulated payroll
deductions as an election, under Section 7.02, to withdraw such deductions.

8.02.    EFFECT ON SUBSEQUENT PARTICIPATION.

         A participant's withdrawal from any Offering will not have any effect
upon his eligibility to participate in any succeeding Offering or in any similar
plan which may hereafter be adopted by the Company; except that participants
subject to the reporting requirements of Section 16 of the Securities Exchange
Act of 1934, as amended, may not elect to participate in a succeeding Offering
commencing within six months of a withdrawal by such individual.

8.03.    TERMINATION OF EMPLOYMENT.

         Upon termination of the participant's employment for any reason,
including retirement (but excluding death while in the employ of the Company or
continuation of a leave of absence for a period beyond 180 days), the payroll
deductions credited to his account will be returned to him, or, in the case of
his death subsequent to the termination of his employment, to the person or
persons entitled thereto under Section 12.01.

8.04.    TERMINATION OF EMPLOYMENT DUE TO DEATH.

         Upon termination of the participant's employment because of his death,
his beneficiary (as defined in Section 12.01) shall have the right to elect, by
written notice given to the Vice President of Finance of the Company prior to
the earlier of the Offering Termination Date or the expiration of a period of
sixty (60) days commencing with the date of the death of the participant,
either:

         (a) to withdraw all of the payroll deductions credited to the
participant's account under the Plan, or


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         (b) to exercise the participant's option for the purchase of stock on
the Offering Termination Date next following the date of the participant's death
for the purchase of the number of full shares of stock which the accumulated
payroll deductions in the participant's account at the date of the participant's
death will purchase at the applicable option price, and any excess in such
account will be returned to said beneficiary, without interest.

         In the event that no such written notice of election shall be duly
received by the President of the Company, the beneficiary shall automatically be
deemed to have elected, pursuant to paragraph (b), to exercise the participant's
option.

8.05.    LEAVE OF ABSENCE.

         A participant on leave of absence shall, subject to the election made
by such participant pursuant to Section 5.04, continue to be a participant in
the Plan so long as such participant is on continuous leave of absence. A
participant who has been on leave of absence for more than 180 days and who
therefore is not an employee for the purpose of the Plan shall not be entitled
to participate in any offering commencing after the 180th day of such leave of
absence. Notwithstanding any other provisions of the Plan, unless a participant
on leave of absence returns to regular full-time or part-time employment with
the Company at the earlier of: the termination of such leave of absence or three
months from the 180th day of such leave of absence, such participant's
participation in the Plan shall terminate on whichever of such dates first
occurs.

                             ARTICLE IX. - INTEREST

9.01.    PAYMENT OF INTEREST.

         No interest will be paid or allowed on any money paid into the Plan or
credited to the account of any participant employee.


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                               ARTICLE X. - STOCK

10.01.   MAXIMUM SHARES.

         The maximum number of shares which shall be issued under the Plan,
subject to adjustment upon changes in capitalization of the Company as provided
in Section 12.04 shall not exceed 800,000 shares for all Offerings. If the total
number of shares for which options are exercised on any Offering Termination
Date in accordance with Article VI exceeds the maximum number of shares for the
applicable Offering, the Company shall make a pro rata allocation of the shares
available for delivery and distribution in a nearly uniform manner as it shall
be practicable and as it shall determine to be equitable, and the balance of
payroll deductions credited to the account of each participant under the Plan
shall be returned to him as promptly as possible.

10.02.   PARTICIPANT'S INTEREST IN OPTION STOCK.

         The participant will have no interest in stock covered by his option
until such option has been exercised.

10.03.   REGISTRATION OF STOCK.

         Stock to be delivered to a participant under the Plan will be
registered in the name of the participant, or, if the participant so directs by
written notice to the Vice President of Finance of the Company prior to the
Offering Termination Date applicable thereto, in the names of the participant
and one such other person as may be designated by the participant, as joint
tenants with rights of survivorship or as tenants by the entireties, to the
extent permitted by applicable law.

10.04.   RESTRICTIONS ON EXERCISE.

         The Board of Directors may, in its discretion, require as conditions to
the exercise of any option that the shares of Common Stock reserved for issuance
upon the exercise of the option shall have been duly qualified, upon official
notice of issuance, for trading on Nasdaq or other applicable stock exchange or
quotation service, and that either:

         (a) a Registration Statement under the Securities Act of 1933, as
amended, with respect to said shares shall be effective, or

         (b) the participant shall have represented at the time of purchase, in
form and substance satisfactory to the Company, that it is the participant's
intention to purchase the shares for investment and not for resale or
distribution.


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                          ARTICLE XI. - ADMINISTRATION

11.01.   APPOINTMENT OF COMMITTEE.

         A special committee of the Board of Directors or, failing the
appointment of such a committee, the Board of Directors itself (the "Committee")
shall administer the Plan.

11.02.   AUTHORITY OF COMMITTEE.

         Subject to the express provisions of the Plan, the Committee shall have
plenary authority in its discretion to interpret and construe any and all
provisions of the Plan, to adopt rules and regulations for administering the
Plan, and to make all other determinations deemed necessary or advisable for
administering the Plan. The Committee's determination on the foregoing matters
shall be conclusive.

11.03.   RULES GOVERNING THE ADMINISTRATION OF THE COMMITTEE.

         If a special committee is appointed by the Board of Directors, the
Board may from time to time appoint members of the Committee in substitution for
or in addition to members previously appointed and may fill vacancies, however
caused, in the Committee. The Committee may select one of its members as its
Chairman and shall hold its meetings at such times and places as it shall deem
advisable and may hold telephonic meetings. A majority of its members shall
constitute a quorum. All determinations of the Committee shall be made by a
majority of its members. The Committee may correct any defect or omission or
reconcile any inconsistency in the Plan, in the manner and to the extent it
shall deem desirable. Any decision or determination reduced to writing and
signed by a majority of the members of the Committee shall be as fully effective
as if it had been made by a majority vote at a meeting duly called and held. The
Committee may appoint a secretary and shall make such rules and regulations for
the conduct of its business as it shall deem advisable.

                          ARTICLE XII. - MISCELLANEOUS

12.01.   DESIGNATION OF BENEFICIARY.

         A participant may file a written designation of a beneficiary who is to
receive any stock and/or cash. Such designation of beneficiary may be changed by
the participant at any time by written notice to the Company's Vice President of
Finance. Upon the death of a participant and upon receipt by the Company of
proof of identity and existence at the participant's death of a beneficiary
validly designated by him under the Plan, the Company shall deliver such stock
and/or cash to such beneficiary. In the event of the death of a participant and
in the absence of a beneficiary validly designated under the Plan who is living
at the time of such participant's death, the Company shall deliver such stock
and/or cash to the executor or administrator of the estate of the participant,
or if no such executor or administrator has been appointed (to the knowledge of
the Company), the Company, in its discretion, may deliver such stock and/or cash
to the spouse or to any one or more dependents of the participant as the Company
may designate. No beneficiary shall, prior to the death of the participant by
whom he has been designated, acquire any interest in the stock or cash credited
to the participant under the Plan.


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12.02.   TRANSFERABILITY.

         Neither payroll deductions credited to a participant's account nor any
rights with regard to the exercise of an option or to receive stock under the
Plan may be assigned, transferred, pledged, or otherwise disposed of in any way
by the participant other than by will or the laws of descent and distribution.
Any such attempted assignment, transfer, pledge or other disposition shall be
without effect, except that the Company may treat such act as an election to
withdraw funds in accordance with Section 7.02.

12.03.   USE OF FUNDS.

         All payroll deductions received or held by the Company under this Plan
may be used by the Company for any corporate purpose and the Company shall not
be obligated to segregate such payroll deductions.

12.04.   ADJUSTMENT UPON CHANGES IN CAPITALIZATION.

         (a) If, while any options are outstanding, the outstanding shares of
Common Stock of the Company have increased, decreased, changed into, or been
exchanged for a different number or kind of shares or securities of the Company
through reorganization, merger, recapitalization, reclassification, stock split,
reverse stock split or similar transaction, appropriate and proportionate
adjustments may be made by the Committee in the number and/or kind of shares
which are subject to purchase under outstanding options and on the option
exercise price or prices applicable to such outstanding options. In addition, in
any such event, the number and/or kind of shares which may be offered in the
Offerings described in Article IV hereof shall also be proportionately adjusted.
No adjustments shall be made for stock dividends. For the purposes of this
paragraph, any distribution of shares to shareholders in an amount aggregating
20% or more of the outstanding shares shall be deemed a stock split and any
distributions of shares aggregating less than 20% of the outstanding shares
shall be deemed a stock dividend.

         (b) Upon the dissolution or liquidation of the Company, or upon a
reorganization, merger or consolidation of the Company with one or more
corporations as a result of which the Company is not the surviving corporation,
or upon a sale of substantially all of the property or stock of the Company to
another corporation, the holder of each option then outstanding under the Plan
will thereafter be entitled to receive at the next Offering Termination Date
upon the exercise of such option for each share as to which such option shall be
exercised, as nearly as reasonably may be determined, the cash, securities
and/or property which a holder of one share of the Common stock was entitled to
receive upon and at the time of such transaction. The Board of Directors shall
take such steps in connection with such transactions as the Board shall deem
necessary to assure that the provisions of this Section 12.04 shall thereafter
be applicable, as nearly as reasonably may be determined, in relation to the
said cash, securities and/or property as to which such holder of such option
might thereafter be entitled to receive.

12.05.   AMENDMENT AND TERMINATION.

         The Board of Directors shall have complete power and authority to
terminate or amend the Plan; provided, however, that the Board of Directors
shall not, without the approval of the stockholders of the Corporation (i)
increase the maximum number of shares which may be issued


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under any Offering (except pursuant to Section 12.04); or (ii) amend the
requirements as to the class of employees eligible to purchase stock under the
Plan. No termination, modification, or amendment of the Plan may, without the
consent of an employee then having an option under the Plan to purchase stock,
adversely affect the rights of such employee under such option.

12.06.   EFFECTIVE DATE.

         The Plan shall become effective as of March 10, 1995.

12.07.   NO EMPLOYMENT RIGHTS.

         The Plan does not, directly or indirectly, create any right for the
benefit of any employee or class of employees to purchase any shares under the
Plan, or create in any employee or class of employees any right with respect to
continuation of employment by the Company, and it shall not be deemed to
interfere in any way with the Company's right to terminate, or otherwise modify,
an employee's employment at any time.

12.08.   EFFECT OF PLAN.

         The provisions of the Plan shall, in accordance with its terms, be
binding upon, and inure to the benefit of, all successors of each employee
participating in the Plan, including, without limitation, such employee's estate
and the executors, administrators or trustees thereof, heirs and legatees, and
any receiver, trustee in bankruptcy or representative of creditors of such
employee.

12.09.   GOVERNING LAW.

         The laws of the State of Colorado will govern all matters relating to
this Plan except to the extent it is superseded by the laws of the United
States.


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