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                                                                   EXHIBIT 10.15

                       [CALIFORNIA MICROWAVE LETTERHEAD]



December 12, 1997



Ms. Donna S. Birks
1611 Highland Cove
Solana Beach, CA  92075

Dear Donna,

On behalf of California Microwave, I am pleased to extend to you an offer of
employment as the company's Executive Vice President and Chief Financial
Officer. Details of this offer, including compensation, benefits and other
employment provision are defined in this letter.

You will report directly to me and your name will be put in nomination to the
Board of Directors to become an officer of the corporation. Your base salary
will be at the rate of $275,000 per year, payable bi-weekly. As with other
executives, your salary will be subject to annual reviews shortly after the end
of each fiscal year (June 30). For fiscal year 1998, you will be eligible to
participate in CMI's Executive Incentive Plan (EIP) with a target bonus of 55%
of the base salary. Your payout under this plan will be based upon individual
performance goals and, due to the timing of your arrival, the continuing
business's second-half operating profit contributions to earnings per share
(assuming no stock repurchase, reversal of restructuring reserves or gains on
divestitures) as compared to our second-half plan. For the current fiscal year,
this bonus will be paid on a pro-rata basis, reflecting that portion of the
fiscal year during which you are employed by CMI. Your payout under the EIP can
be as much as 2.7 times the targeted amount; for your initial six-month period
of employment, that maximum would amount to $204,188. A copy of the FY98 plan is
enclosed.


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You will receive a hiring bonus of $40,000, payable within two weeks of your
start of employment. If within one year of your start date you voluntarily
terminate your employment or are terminated for cause, this bonus must be repaid
to the company within 90 days of your termination date.

Management will recommend to the Compensation Committee of the California
Microwave Board of Directors that, on the later of your start of employment or
approval by the Committee, you receive a stock option grant of 134,000 shares at
a price equal to the fair market value on the date of receipt, in accordance
with CMI's 1992 Stock Option Plan.

As an employee of California Microwave, a benefit package including medical,
dental and life insurance will be available to you and your dependents effective
on the first day of employment. Once you meet the eligibility requirements, you
would also be able to participate in CMI's 401(k) Tax-Deferred Savings Plan, the
Deferred Profit Sharing Plan and the company's Employee Stock Purchase Plan. You
will be provided with term life insurance coverage at two times your annual base
salary; the portion over $400,000 will require you to pass a physical
examination. Company policy grants employees two weeks of paid vacation annually
for the first five years of employment but you will be provided four weeks of
vacation annually during your first ten years of employment. A general overview
of these and other employee benefits is included in the enclosed Benefits
Summary.

In addition to the above-mentioned benefits, your status as a key executive
makes you eligible to receive an additional amount of cash compensation, in lieu
of traditional executive perquisites, equal to 8% ($34,100) of your targeted
cash compensation (base salary plus targeted bonus) and payable monthly. Your
executive status also makes you eligible to participate in the company's
Non-qualified Deferred Compensation Plan, allowing you to set aside up to 70% of
your base salary and up to 80% of your EIP bonus compensation on a pre-tax
basis. Also available to you as a key executive will be a change in control
contract, affording you protections under various sale, merger and divestiture
circumstances.

You will be provided with relocation assistance benefits consisting of 1)
payment for moving, packing, unpacking and transit insurance related expenses
for your household goods and storage for up to three months, 2) temporary
housing, commuting and local living expenses for a period of up to 12 months, 3)
reimbursement of expenses associated with both the sale of your home (up to 6%
commission, plus incidentals), and the purchase of a new home (title insurance,
closing costs, plus incidentals, etc.), 4) purchase of your home at its
appraised value if it fails to sell within 90 days after being listed at an
offering price of no more than ten percent above the appraised value and 5) a
gross-up payment at your Federal/state tax rate to eliminate the tax liability
associated with these relocation assistance benefits.

In recognition of the higher housing costs in this area, you will also be given
a loan of $500,000, with the principle to be re-paid in a balloon payment on the
five-year anniversary of your start of employment. This loan will be
interest-free and you will be


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compensated for any taxes resulting from imputed interest. If you voluntarily
terminate your employment or are terminated by the company for cause, the
principle must be repaid in full within 90 days. In addition, if you voluntarily
terminate or are terminated for cause within two years of your hire date, an
interest charge will be due on the loan based on the outstanding period and at
the Applicable Federal Rate, due and payable within 90 days of your termination
date. If your employment terminates for any reason (including voluntary or for
cause) within one-year following a change in control occurring while this loan
is outstanding, you will be permitted to repay the principle on the
aforementioned five-year anniversary date.

If, within the first three years of your employment with CMI, your employment is
terminated without cause, you will be entitled to receive up to two years of
your base salary at the time of your termination to be paid to you over the two
years immediately following termination under normal payroll terms plus payments
equal to the company's cost for your medical, dental, vision, disability and
life insurance premiums. Such payments will cease immediately during this period
upon your acceptance of new employment of any duration and of a type
commensurate with your skills. In order to avoid adverse tax consequences to the
company and you from the applications of Sections 280G and 4999 of the Internal
Revenue Code of 1986 (the "IRC"), if there is an event described in Section
280G(b)(2)(A)(i) of the IRC (an "IRC Defined Change in Control") and if the
company's accountant or tax counsel notifies you that any payment or transfer by
the company to or for you under this agreement and any other agreement or
arrangement between the company and you (a "Payment") would constitute an excess
parachute payment, as defined in Section 280G(b) of the IRC (an "Excess
Parachute Payment"), then the aggregate present value, as determined under
Section 280G(d)(4)) (the "Present Value"), of all Payments shall be reduced to
the maximum whole dollar amount which may be paid to you without resulting in
any Excess Parachute Payment; provided, however, that such reduction in the
Present Value of the Payments otherwise due you may be accomplished, at your
option, by altering the Payments in one or more of the following ways:

     a)   Reduce the amount of any Payment otherwise due you;

     b)   Extend the period over which any Payment otherwise due you is made,
          and/or adjust the amount of each installment of such Payment; or

     c)   Delay and/or waive the vesting of any unvested Payment which would
          otherwise vest upon the IRC Defined Change in Control.

The company has recently adopted an executive stock ownership program requiring
executives to acquire and hold outright a multiple of between one-half to two
times their base salary (depending on their position) in California Microwave
stock. The exact terms, conditions, timing and financial support mechanisms for
this program have yet to be finalized; in fact, as CFO you will likely
participate in their development. However, I thought it important to apprise you
that this requirement is forthcoming since you will be subject to the program's
provisions.

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Donna, I'm very excited about the prospect of again having you on my team.
Please call me if you have any questions about the terms of this offer. If the
terms are acceptable to you, please so indicate by signing in the space provided
below and returning a copy of this letter to me by 11:30 a.m. on December 12,
1997, enabling me to submit your name in nomination as an officer to the Board
of Directors.


CALIFORNIA MICROWAVE, INC.


--------------------------------
Frederick D. Lawrence
Chairman and CEO


Agreed and Accepted:


--------------------------------                --------------------------------
Donna S. Birks                                  Date

Enclosures