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                                  EXHIBIT 10.19

                                SYMMETRICOM, INC.

                      CHANGE OF CONTROL RETENTION AGREEMENT

     This CHANGE OF CONTROL RETENTION AGREEMENT (the "Agreement") is made and
entered into by and between THOMAS W. STEIPP (the "Executive") and SYMMETRICOM,
INC. (the "Company"), effective as of the latest date set forth by the
signatures of the parties hereto below (the "Effective Date").

                                    RECITALS
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     A. It is expected that the Company from time to time will consider the
possibility of an acquisition by another company or other change of control. The
Board of Directors of the Company (the "Board") recognizes that such
consideration can be a distraction to the Executive and can cause the Executive
to consider alternative employment opportunities. The Board has determined that
it is in the best interests of the Company and its stockholders to assure that
the Company will have the continued dedication and objectivity of the Executive,
notwithstanding the possibility, threat or occurrence of a Change of Control (as
defined below) of the Company.

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

     C. The Board believes that it is imperative to provide the Executive with
retention/severance benefits following a Change of Control which provides the
Executive with enhanced financial security and provides incentive and
encouragement to the Executive to remain with the Company notwithstanding the
possibility of a Change of Control.

     D. Certain capitalized terms used in the Agreement are defined in Section 5
below.

     The parties hereto agree as follows:

1.   Term of Agreement. This Agreement shall terminate on the date that all
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obligations of the parties hereto with respect to this Agreement have been
satisfied.

2.   Coordination with Employment Agreement. Prior to a Change of Control,
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payments, if any, to Executive upon termination of employment shall be
determined in accordance with the Employment Agreement between Executive and
Company, dated July 1, 2001. After a Change of Control, payments to Executive
upon termination of employment shall be determined in accordance with this
Agreement.

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3.   Change of Control Retention/Severance Benefits.
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     (a)  Involuntary Termination other than for Cause, Death or Disability or
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          Voluntary Termination for Good Reason Within 24 Months Following A
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          Change of Control. If Executive's employment with the Company
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          terminates within twenty four (24) months following a Change of
          Control by virtue of (A) an involuntary termination by the Company
          other than for Cause, (B) Executive's death or Disability, or (C) a
          Voluntary Termination for Good Reason, then the Company shall provide
          Executive with the following benefits:

          (i)   Base Salary and Target Bonus Payment. Within thirty (30) days
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                of the triggering event, pay Executive a lump sum equal to
                three (3) times the sum of (A) Executive's annual base salary
                as in effect as of the date of such termination, and (B) 100%
                of Executive's Target Bonus for the year prior to the year in
                which the payment occurs;

          (ii)  Equity Compensation Vesting. Immediately and fully vest
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                Executive's outstanding stock options and shares of stock, if
                any, subject to restricted stock purchase agreements;

          (iii) COBRA and Life Insurance. Provide to Executive, upon his
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                termination of employment with the Company, one hundred percent
                (100%) Company-paid health, dental, vision and life insurance
                coverage at the same level of coverage as was provided to
                Executive immediately prior to the date of termination (the
                "Company-Paid Coverage"). If such coverage included the
                Executive's dependents immediately prior to the date of
                termination, such dependents shall also be covered at Company
                expense. Company-Paid Coverage shall continue until the earlier
                of (x) the end of the eighteenth (18th) month following the
                month in which the date of termination occurred, or (y) the date
                that the Executive and his dependents become covered under
                another employer's group health, dental, vision and life
                insurance plans that provide Executive and his dependents with
                comparable benefits and levels of coverage. For purposes of
                Title X of the Consolidated Budget Reconciliation Act of 1985
                ("COBRA"), the date of the "qualifying event" for Executive and
                his dependents shall be the date upon which the Company-Paid
                Coverage terminates.

     (b)  Voluntary Resignation; Termination for Cause. If the Executive's
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          employment terminates by reason of the Executive's voluntary
          resignation (and is not a Voluntary Termination for Good Reason), or
          if the Executive is terminated for Cause, then the Executive shall not
          be entitled to receive severance or other benefits except for those
          (if any) as may then be established under the Company's then existing
          severance and benefits plans or pursuant to other written agreements
          with the Company, except that Executive shall receive the Company-Paid
          Coverage if he remains employed with the Company for twelve (12)
          months following a Change of Control.

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     (c)  Termination After the Twenty Four Month Period Following a Change of
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          Control. In the event the Executive's employment is terminated for any
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          reason after the twenty four (24) month period following a Change of
          Control, then the Executive shall be entitled to receive severance and
          any other benefits only as may then be established under the Company's
          existing severance and benefits plans or pursuant to other written
          agreements with the Company.

4.   Taxation of Severance Benefits. In the event that the benefits provided for
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in this Agreement or otherwise payable to the Executive constitute "parachute
payments" within the meaning of Section 280G of the Internal Revenue Code of
1986, as amended (the "Code"), and will be subject to the excise tax imposed by
Section 4999 of the Code, then Company shall pay Executive an amount ("Gross-Up
Payment") such that after payment by the Executive of all taxes (including any
interest or penalties imposed with respect to such taxes), including, without
limitation, any income taxes and excise tax imposed upon the Gross-Up Payment,
the Executive retains an amount of the Gross-Up Payment equal to the excise tax
imposed upon the Payments. Unless the Company and Executive otherwise agree in
writing, any determination required under this Section 5 shall be made in
writing by independent public accountants agreed to by the Company and Executive
(the "Accountants"), whose determination shall be conclusive and binding upon
Executive and the Company for all purposes. For purposes of making the
calculations required by this Section 5, the Accountants may make reasonable
assumptions and approximations concerning applicable taxes and may rely on
reasonable, good faith interpretations concerning the application of Sections
280G and 4999 of the Code. The Company and Executive shall furnish to the
Accountants such information and documents as the Accountants may reasonably
request in order to make a determination under this Section 5. The Company shall
bear all costs the Accountants may reasonable incur in connection with any
calculations contemplated by this Section 5.

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

     (a)  Cause. Termination shall be for "Cause" if:
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          (i)  Executive grossly neglects significant duties he is required to
               perform or egregiously violates a material written policy of
               Company, other than as a result of incapacity due to physical or
               mental illness, and, after (A) being warned in writing, and (B)
               having had a reasonable opportunity to cure (the length of such
               cure period to be determined by taking into account the nature of
               the conduct resulting in the warning, but in no event to be less
               than 30 days), continues to grossly neglect such duties or
               egregiously violate the specified Company policy;

          (ii) Executive commits a material act of dishonesty or fraud; or

          (iii) Executive is convicted of any serious felony.

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     (b)  Good Reason. "Good Reason" means any one or more of the following:
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          (i)   a significant reduction in Executive's title, authority, duties
                or reporting relationships provided, however, that "Good Reason"
                shall not exist merely by reason of a Change of Control to the
                extent that after such Change of Control, Executive is the Chief
                Executive Officer of the Company;

          (ii)  without Executive's express written consent, the relocation of
                Executive's principal place of employment to a location more
                than thirty (30) miles from Executive's current residence;

          (iii) any failure by Company or its affiliates to pay, or any
                reduction by Company or its affiliates of, Executive's Base
                Salary, incentive compensation, equity compensation, relocation
                assistance, or other benefits received by Executive prior to the
                Change of Control.

     (c)  Other than for Cause. Involuntary termination shall be "other than for
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          Cause" unless Executive is terminated for engaging in conduct
          described in Section 5(a).

     (d)  Change in Control. "Change in Control" means:
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          (i)   the sale, lease, conveyance or other disposition of all or
                substantially all of the Company's assets as an entirety or
                substantially as an entirety to any person, entity or group of
                persons acting in concert;

          (ii)  any transaction or series of related transactions that results
                in any Person (as defined in Section 13(h)(8)(E) under the
                Securities Exchange Act of 1934) becoming the beneficial owner
                (as defined in Rule 13d-3 under the Securities Exchange Act of
                1934), directly or indirectly, of more than 45% of the aggregate
                voting power of all classes of common equity of the Company,
                except if such Person is (I) a subsidiary of the Company, (II)
                an employee stock ownership plan for employees of the Company or
                (III) a company formed to hold the Company's common equity
                securities and whose shareholders constituted, at the time such
                company became such holding company, substantially all the
                shareholders of the Company;

          (iii) a change in the composition of the Company's Board of Directors
                occurring within a two-year period, 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 the Incumbent
                Directors at the time of such election or nomination (but shall
                not include an individual whose election or nomination is in
                connection with an actual or threatened proxy contest relating
                to the election of directors to the Company);

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               (iv) the consummation 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) at
                    least fifty-five percent (55%) of the total voting power
                    represented by the voting securities of the Company or such
                    surviving entity outstanding immediately after such merger
                    or consolidation.

6.    Successors.
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      (a)  Company's Successors. Any successor to the Company (whether
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           direct or indirect and whether by purchase, merger,
           consolidation, liquidation or otherwise) to all or substantially
           all of the Company's business and/or assets shall assume the
           obligations under this Agreement and agree expressly to perform
           the 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 "Company" shall include any
           successor to the Company's business and/or assets which executes
           and delivers the assumption agreement described in this Section
           6(a) or which becomes bound by the terms of this Agreement by
           operation of law.

      (b)  Executive's Successors. The terms of this Agreement and all
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           rights of the Executive hereunder shall inure to the benefit of,
           and be enforceable by, the Executive's personal or legal
           representatives, executors, administrators, successors, heirs,
           distributees, devisees and legatees.

7.    Notice.
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      (a)  General. Notices and all other communications contemplated by
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           this Agreement shall be in writing and shall be deemed to have
           been duly given when personally delivered, one day following
           mailing via Federal Express or similar overnight courier service,
           upon facsimile transmission, after confirmation of receipt of
           such transmission, or as of five business days after deposit in
           the United States mail in a sealed envelope, registered or
           certified, with postage prepaid. In the case of the Executive,
           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
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           or by the Executive pursuant to a Voluntary Termination for Good
           Reason shall be communicated by a notice of termination to the
           other party hereto given in accordance with Section 7(a) of this
           Agreement. 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


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          termination under the provision so indicated, and shall specify the
          termination date (which shall be not more than 30 days after the
          giving of such notice). The failure by the Executive to include in the
          notice any fact or circumstance which contributes to a showing of
          Voluntary Termination for Good Reason shall not waive any right of the
          Executive hereunder or preclude the Executive from asserting such fact
          or circumstance in enforcing his rights hereunder.

8.   Miscellaneous Provisions***.
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     (a)  No Duty to Mitigate. The Executive shall not be required to mitigate
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          the value of any benefits contemplated by this Agreement, nor shall
          any such benefits be reduced by any earnings or benefits that the
          Executive may receive from any other source.

     (b)  Waiver. No provision of this Agreement shall be modified, waived or
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          discharged unless the modification, waiver or discharge is agreed to
          in writing and signed by the Executive and by an authorized officer of
          the Company (other than the Executive). No waiver by either party of
          any breach of, or of compliance with, any condition or provision of
          this Agreement by 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)  Entire Agreement. No agreements, representations or understandings
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          (whether oral or written, express or implied) which are not expressly
          set forth or referenced in this Agreement (including without
          limitation the Interest-Bearing Loan, the Interest Free Loan, the
          Change of Control Retention Agreement, the Symmetricom Executive
          Medical Plan) have been made or entered into by either party with
          respect to the subject matter hereof. This Agreement represents the
          entire understanding of the parties hereto with respect to the subject
          matter hereof. To the extent the terms of this Agreement conflict in
          any way with the terms of any other agreement between the Company and
          the Executive, the terms of this Agreement shall control.

     (d)  Choice of Law. The validity, interpretation, construction and
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          performance of this Agreement shall be governed by the laws of the
          State of California, with the exception of its conflict of laws
          provisions.

     (e)  Severability. The invalidity or unenforceability of any provision or
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          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)  Counterparts. This Agreement may be executed in counterparts, each of
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          which shall be deemed an original, but all of which together will
          constitute one and the same document.


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     (g)  Attorneys' Fees. Company hereby agrees to pay the cost of Executive's
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          attorney's fees reasonably incurred in negotiating and documenting the
          terms of this Agreement. In the event of a controversy arising in
          connection with the interpretation or enforcement of this Agreement,
          the prevailing party shall be entitled to receive the cost of his or
          its reasonable attorney's fees from the nonprevailing party.

     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 set
forth below.


THOMAS W. STEIPP                      SYMMETRICOM, INC.


/s/ Thomas W. Steipp                  /s/ Krish A. Prabhu
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Date:  July 1, 2001                   By:       Krish A. Prabhu
       --------------------------               -----------------------------

                                      Its:      Chairman, Symmetricom, Inc.
                                                Compensation Committee
                                                Member, Board of Directors,
                                                Symmetricom
                                                -----------------------------

                                      Date:     July 1, 2001
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