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Exhibit 10.1    
  


 
 

EMPLOYMENT AND RETENTION AGREEMENT    
  


        Date: May 19, 2002  


        This Employment and Retention Agreement (the "Agreement") is made and entered into as of the date shown above by and between 



	

 	
 	
Thomas Waechter	
 	

("Employee")
	

 	
 	

350 West Java Drive
 [STREET ADDRESS]	
 	

 
	

 	
 	

Sunnyvale CA 94089
 [CITY, STATE ZIP]

	
 	

 





and 



	 	 	REMEC, Inc.	 	("Company")
	

 	
 	

3790 Via de la Valle

Del Mar, CA 92014-4247

	
 	

 





RECITALS:


        A.    Employee
has been employed as an officer of SPECTRIAN Corporation ("SPECTRIAN"). 


        B.    In
connection with his employment by SPECTRIAN, Employee and SPECTRIAN have entered into a Change of Control and Severance Agreement and an Indemnification Agreement.
Copies of these agreements are appended to this Agreement as Exhibits B-1 and B-2, respectively. 



        C.
SPECTRIAN and the Company have entered into an Agreement and Plan of Merger and Reorganization (the "Merger Agreement") describing a transaction in which, following the satisfaction
of certain conditions, SPECTRIAN will merge with a wholly owned subsidiary of the Company (the "Merger"). 


        D.
Effective at the date and time of the Merger (the "Effective Date" and "Effective Time," respectively), the Company wishes to employ Employee, and Employee is willing to be employed
by the Company, pursuant to the terms and conditions of this Agreement. 



        E.
The parties intend that the terms of this Agreement shall govern the employment of Employee by Company, and that Employee's prior agreements with SPECTRIAN shall be superseded, void
and of no further effect immediately prior to the Effective Time. 


The parties agree as follows:  


        1.    Employment.    The Company agrees to employ the Employee during the Term specified in paragraph 2, and
the Employee agrees to accept employment upon the terms and conditions in this Agreement. 


        2.    Term.    



        2.1    Initial Term.    Subject to the early termination provisions contained in paragraph 6, Employee's
employment by the Company shall be for a term commencing at the Effective Time and expiring at the close of business on the third anniversary of the Effective Date (the "Initial Term"). Employee's
employment shall continue for an indefinite period after the Initial Term unless and until either party shall give to the other a written notice of expiration of the term (a 






 


"Notice of Termination") as provided in paragraph 10.3. The Initial Term and the period of employment, if any, following the Initial Term is referred to as the "Term."  
        2.2    Termination Date.    The date on which Employee ceases to be employed by the Company, for whatever reason,
is
referred to as the "Termination Date." 




        3.    Duties and Responsibilities.    



        3.1    Title.    Employee shall be employed in the capacity of President, Chief Operating Officer. 


        3.2    Reporting.    Employee shall report directly to the Company's Chief Executive Officer. 



        3.3    Best efforts.    Employee will use his best efforts to (a) seek to ensure that the Company is successful
in achieving its strategic and operational objectives; (b) comply on a timely basis with all financial, budgetary and reporting requirements set by the board of directors and senior management;
(c) duly and faithfully observe the general employment policies and practices of the Company, including, without limitation, any and all rules, regulations, policies and/or procedures which the
Company may now or hereafter establish governing the conduct of its employees generally; and (d) not incur obligations on behalf of the Company or enter into any transaction not in the ordinary
course of business, except as authorized by the scope of his duties or a senior executive. 



        3.4    Full-time employment.    Employee shall devote his entire working time, attention, and efforts to
Company's business and affairs and shall faithfully and diligently serve Company's interests. Employee agrees that he shall not, without the prior written consent of the Chief Executive Officer of the
Company, engage either directly or indirectly (whether as an employee, director, consultant, advisor, investor or in any other capacity), in any business or employment activity that is not on
Company's behalf. 


        3.5    Charitable and civic activities; passive investments.    Notwithstanding the obligation of
full-time employment described in paragraph 3.4, Employee shall be permitted to engage in charitable and civic activities and manage his personal passive investments, provided such
activities (individually or collectively) do not materially interfere with the performance of his duties or responsibilities under this Agreement; and, provided further that no investments made or
controlled, directly or indirectly, by Employee may be in an enterprise that transacts business with the Company or engages in a competitive business, unless (a) that enterprise is publicly
traded and (b) Employee's participation is limited to owning less than 1% of the cumulative voting power of the enterprise, or (c) Employee has received the prior written consent of the
Company's Chief Executive Officer. 




        4.    Non-Competition and Confidentiality.    



        4.1    Covenant not to Compete.    Employee specifically promises that during his employment with the Company he shall
not engage in any competing activity, including, but not limited to, the business of designing, developing or manufacturing radio frequency (RF) and microwave subsystems used in the transmission of
voice, video and data traffic over wireless communications networks or in defense electronics applications. 



        4.2    Confidentiality.    Employee shall enter into the Company's customary Proprietary Information and Invention
Assignment Agreement, attached to this Agreement as Exhibit 4.2. 


        4.3    Covenant not to compete after Termination Date.    If Employee becomes eligible to receive the Severance
Benefits described in paragraph 6.4, then the payment of such Severance Benefits is expressly conditioned upon Employee's continued compliance with paragraph 4.1 for the Severance
Period. Employee shall give written notice to the Company of any proposed activity that might be 



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prohibited by this paragraph and shall describe the proposed activity in reasonable detail in such notice. 




        5.    Compensation.    



        5.1    Settlement/Salary.    In exchange for Employee waiving his rights under all SPECTRIAN agreements in effect
immediately prior to the Merger, Employee shall receive from the Company $1,000,000 in cash, less applicable withholding for taxes. Such payment shall be made at closing of the Merger. Company shall
pay Employee in accordance with its normal payroll practices a base salary in the annualized gross amount of $375,000 less authorized and required deductions. 


        5.2    Incentive Bonus.    Employee shall have the opportunity to participate in the Company's incentive bonus
programs, targeted at 30% of annual base salary for 100% target achievement, in the same manner, and at a level commensurate with, other employees of the Company holding comparable senior management
positions. 


        5.3    Benefits.    Employee shall be eligible to participate in such medical, dental, life insurance, 401(k) and
other benefit plans as are now generally available or later made generally available to the senior executive officers of the Company. Employee shall also be reimbursed for the reasonable cost of a
country club membership and he shall be reimbursed for monthly dues. Employee shall also receive a $9,000 annual car allowance. Employee shall be entitled to six (6) weeks vacation per year.
Company shall pay the cost of a level term portable $1 million life insurance policy on the life of the Employee. 


        5.4    New Stock Option.    Employee shall be granted an option to purchase one hundred thousand (100,000) shares of
the Company's common stock (the "Option") vesting 25% per year of employment with the Company. 


        5.5    Assumption of SPECTRIAN Stock Options/Waiver of Acceleration in Connection with Merger.    Pursuant to the
Merger Agreement, as of the Effective Time the Company shall assume the outstanding stock options granted to Employee by SPECTRIAN. In general, the terms of the SPECTRIAN options will continue in
effect during Employee's employment with the Company. Thus, for example, while Employee is employed by the Company his SPECTRIAN options will continue to vest in accordance with the vesting schedule
in his SPECTRIAN option agreement. The preceding notwithstanding, Employee acknowledges and agrees that except as set forth in this Agreement, any acceleration of vesting applicable to SPECTRIAN
Options, whether such acceleration is provided for in the option agreements or pursuant to other agreements or provisions are hereby waived and after the Merger are null and void. Employee
acknowledges and agrees that no acceleration of vesting shall apply to SPECTRIAN options because of the Merger and that there shall be no acceleration of vesting applicable to the SPECTRIAN options
and any other option to purchase shares of the Company's common stock except as set forth in this Agreement. Employee consents to the revision of all SPECTRIAN options to conform to the provisions of
this Agreement. 


        5.6    Indemnification and Insurance.    In the performance of his duties for the Company, Employee shall be entitled
to indemnification and, if applicable, coverage under a policy of officers' and directors' liability insurance, to the same extent and in the same manner as other employees performing comparable
duties. 


        5.7    Relocation.    Employee shall be reimbursed for actual relocation expenses, including house hunting, family and
personal travel, closing costs on the sale of the residence in the San Jose, CA area, closing costs on the purchase of a residence in the San Diego, CA area, and reasonable living expenses until a
residence is purchased in the San Diego, CA area. Employee shall receive a tax gross-up payment to cover federal, state and local income and employment taxes on the relocation expenses and
gross-up payment. 



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        6.    Change of Control, Termination and Severance Benefits.    



        6.1    Termination Without Cause.    Notwithstanding any other provision of this paragraph, the Company shall have the
right to terminate Employee's employment without Cause at any time by giving at least thirty (30) days written notice to Employee. 


        6.2    Termination Following a Change of Control Defined.    For purposes of this Agreement, "Termination Following a
Change of Control" shall mean Employee's termination of employment with the Company that occurs within two (2) years following a Change of Control but only if the termination is due to either
(a) the Company's involuntary Termination without Cause of Employee's employment or (b) Employee's resignation for Good Reason. "Termination Following a Change of Control" does not
include a termination by the Company for Cause, or as a result of the death or disability of the Employee. "Change of Control" shall mean the occurrence of any of the following events: 



        (i)    Merger or Consolidation.    The approval by shareholders of the Company of a merger or consolidation of the
Company with any other corporation or entity, 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) more than fifty percent (50%) of the total voting power represented by the voting
securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; 


        (ii)    Liquidation.    Any approval by the shareholders of the Company of a plan of complete liquidation of the
Company or an agreement for the sale or disposition by the Company of all or substantially all of the assets of the Company; 



        (iii)    Acquisition of 50% Voting Power.    Any "person" (as such term is used in Sections 13(d) and 14(d) of the
Securities Exchange Act of 1934, as amended) becoming the "beneficial owner" (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Company
representing 50% or more of the total voting power represented by the Company's then outstanding voting securities; or 


        (iv)    Change in Composition of The Board.    A change in the composition of the Board, as a result of which less
than a majority of the directors are Incumbent Directors. "Incumbent Directors" shall mean directors who either: (a) are directors of the Company as of Effective Date, or (b) are
elected, or nominated for election, to the Board with the affirmative votes of at least a majority of those directors whose election or nomination was not in connection with any transaction described
in subsections (i) or (iii), above, or in connection with an actual or threatened proxy contest relating to the election of directors of the Company. 




        6.3    Resignation With and Without Good Reason.    Employee may terminate his employment with the Company by
resignation. A resignation is with "Good Reason" if it is on account of: (i) without Employee's express written consent, a significant reduction of Employee's duties, position or
responsibilities relative to Employee's duties, position or responsibilities in effect immediately prior to such reduction, or the removal of Employee from such position, duties and responsibilities,
unless the Employee is provided with comparable duties, position and responsibilities; (ii) without Employee's express written consent, a substantial reduction, without good business reasons,
of the facilities and perquisites (including office space and location) available to Employee immediately prior to such reduction; (iii) a reduction by the Company of the Employee's base salary
or target bonus as in effect immediately prior to such reduction; (iv) a material reduction by the Company in the kind or level of employee benefits to which Employee is entitled immediately
prior to such reduction with the result that Employee's overall benefits package is significantly reduced; (v) without Employee's express written consent, the relocation of 



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Employee to a facility or location that is more than thirty-five (35) miles from the Company's principal offices (by way of clarification, Good Reason shall not exist because of
Employee's relocation from the San Jose, CA area to the San Diego, CA area); (vi) any purported termination of Employee by the Company which is not effected for Cause or for which the grounds
relied upon are not valid; or (vii) the failure of the Company to obtain the assumption of this Agreement by any successors of the Company. Employee must give the Company 30 days notice
of a termination for Good Reason. The written notice must specify the circumstances constituting Good Reason in the opinion of the Employee. Good Reason shall not exist if the Company reasonably cures
the defect within the 30 day notice period. 


        6.4    Severance and Change of Control Benefits.    



        (a)    Involuntary Termination and Resignation with Good Reason.    In the event of, during the Initial Term of this
Agreement, Employee's involuntary termination by the Company without Cause or resignation by the Employee for Good Reason, Employee shall be eligible to receive the following Severance Benefits: 



        (i)    Employee
will be paid (1) his base salary for three (3) years after the Termination Date (the "Severance Period") plus (3) three times Employee's
annual target bonus, as in effect immediately prior to the Termination Date, calculated at the 100% achievement level. Such amount shall be paid either in
periodic installments during the Severance Period in accordance with the Company's normal payroll and bonus disbursement practices or, at Company's election, in a lump sum. 



        (ii)  During
the Severance Period, the Company shall continue to make available to the Employee and Employee's spouse and dependents all group medical, dental or other health
plans, any disability or life insurance plans and other similar insurance plans in which Employee or Employee's spouse or dependents participate on the date of the Employee's termination on the same
basis as before such termination, including any Company subsidy for the cost of the benefit. If the terms of a benefit plan do not permit Employee or his dependents to continue coverage after the
Termination Date, the Company will reimburse Employee for the reasonable cost of similar coverage. The Employee's 18-month COBRA health care continuation period will begin at the end of
the Severance Period. 


        (iii)  The
vesting of a SPECTRIAN option assumed by Company in the Merger shall accelerate, but only to the extent the unvested portion of the option would have vested during
the three (3) years following the Termination Date assuming Employee had remained in employment through that date. The vesting of all options to purchase Company stock, i.e., those granted to
Employee at any time after the Merger, shall accelerate, but only to the extent the unvested portion of the options would have vested during the one (1) year period following the Termination
Date assuming Employee had remained in employment through that date. In the event benefits are paid pursuant to this Paragraph 6.4, Employee will have ninety (90) days following the
Termination Date to exercise all his options to purchase Company stock. 




        (b)    Change of Control.    If Employee is still employed by the Company on the date of a Change in Control, Employee
shall be entitled to the benefits in paragraph 6.4(a)(iii) as of the date of a Change of Control, except that the one year and three year acceleration shall occur from the date of the
Change of Control and the remaining unvested portion shall continue to vest according to the option's vesting schedule starting on the date of the Change of Control. This paragraph 6.4(b) shall
apply in the event of a Change of Control regardless of whether the Change of Control occurs in the Initial Term. 




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        (c)    Termination Following a Change of Control.    If there is a Termination Following a Change of Control, Employee
shall be entitled to all the benefits of paragraph 6.4(a)(i) and (ii) and in addition, Employee shall become fully and immediately vested in all his options to purchase shares of
Company stock, including the SPECTRIAN options assumed by Company and Company options granted after the Merger. This paragraph 6.4(c) shall apply in the event of a Termination Following a
Change of Control regardless of whether the Change of Control or the termination occurs in the Initial Term. 




        6.5    General Release.    As a further condition of his eligibility to receive the Severance Benefits described in
the preceding paragraph, Employee shall deliver to the Company within thirty (30) days after the Termination Date a duly executed General Release of Claims in a form to be mutually agreed by
the parties within ten (10) days of the date of this Agreement. The Company shall not be obligated to
deliver any of the Severance Benefits described in paragraph 6.4 until ten (10) days after receipt of the General Release. 


        6.6    Other Terminations.    



        (i)    By Company for Cause.    The Company may terminate Employee's employment for Cause, without advance written
notice of termination, by giving written notice of such termination. For purposes of this Agreement, "Cause" shall mean (a) any act of personal dishonesty taken by the Employee in connection
with his responsibilities as an employee which is intended to result in substantial personal enrichment of the Employee, (b) Employee's conviction of a felony which the Board reasonably
believes has had or will have a material detrimental effect on the Company's reputation or business, (c) a willful act by the Employee which constitutes misconduct and is injurious to the
Company, and (d) continued willful violations by the Employee of the Employee's obligations to the Company after there has been delivered to the Employee a written demand for performance from
the Company which describes the basis for the Company's belief that the Employee has not substantially performed his duties. Company must give Employee 30 days notice of a termination for
Cause. The written notice must specify the circumstances constituting Cause in the opinion of the Company. Cause shall not exist if Employee reasonably cures the defect within the 30 day notice
period. 




        6.7    Accrued Wages and Vacation; Expenses.    Without regard to the reason for, or the timing of, Employee's
termination of employment: (i) the Company shall pay the Employee any unpaid base salary due for periods prior to the date of termination; (ii) the Company shall pay the Employee all of
the Employee's accrued and unused vacation through the date of termination; and (iii) following submission of proper expense reports by the Employee, the Company shall reimburse the Employee
for all expenses reasonably and necessarily incurred by the Employee in connection with the business of the Company prior to the date of termination. These payments shall be made promptly upon
termination and within the period of time mandated by law. 


        6.8    No Other Benefits.    No other benefits shall be payable upon termination of employment except as specified in
this Agreement. Without limitation, the Severance Benefits specified in paragraph 6.4 shall not be payable if Employee's employment is terminated by his resignation without Good Reason by the
Company for Cause or by reason of death or disability (as defined in the California Government Code). 



        6.9    Excise Tax Adjustment.    In the event Employee becomes entitled to Severance Benefits under Section 6.4
herein, and the Company determines that the Severance Benefits will be subject to the tax (the "Excise Tax") imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the
"Code"), or any similar tax that may hereafter be imposed, the Company shall compute the "Net After-Tax Amount," and the "Reduced Amount," and shall adjust the Severance Benefits as
described below. The Net After-Tax Amount shall mean the present value of all 



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amounts payable to Employee hereunder, net of all federal income, excise and employment taxes imposed on Employee by reason of such payments. The Reduced Amount shall mean the largest aggregate
amount of the Severance Benefits that if paid to Employee would result in Employee receiving a Net After-Tax Amount that is equal to or greater than the Net After-Tax Amount
that Employee would have received if all Severance Benefits had been paid or made. If the Company determines that there is a Reduced Amount, the Severance will be reduced to the Reduced Amount. Such
reduction shall be made by the Company with respect to benefits in the order and in the amounts suggested by Employee, except to the extent that the Company determines that a different reduction or
set of reductions would significantly reduce the costs or administrative burdens of the Company. 




        7.    At-Will Employment.    Subject to the other provisions of this Agreement regarding notice and
severance benefits, Employee shall be employed at-will. "At will" employment means that either the Employee or the Company may terminate the employment at any time, for any reason, and
except as set forth herein, Employee will receive no compensation, severance or benefits other than salary, bonus and benefits accrued and payable in connection with services performed through the
Termination Date. 


        8.    Termination of Agreement.    This Agreement shall terminate upon the date that all obligations of the parties
hereto under this Agreement have been performed. 


        9.    Successors.    



        9.1    Company's Successors.    Any successor to the Company (whether direct or indirect and whether by purchase,
lease, merger, consolidation, liquidation or otherwise) to all or substantially all of the Company's business and/or assets shall assume the Company's obligations under this Agreement and agree
expressly to perform the Company's 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 subparagraph 9.1 or which becomes bound by the terms of this Agreement by operation of law. 



        9.2    Employee's Successors.    Without the written consent of the Company, Employee shall not assign or transfer
this Agreement or any right or obligation under this Agreement to any other person or entity. Notwithstanding the foregoing, the terms of this Agreement and all rights of Employee hereunder shall
inure to the benefit of, and be enforceable by, Employee's personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. 




        10.    Notices.    



        10.1    Delivery.    All notices and other communications under this Agreement shall be in writing and shall be given
by personal delivery; 1st class mail, certified or registered with return receipt requested;
facsimile transmission; telegram; or e-mail. Notice shall be deemed to have been duly given upon receipt if personally delivered; three (3) days after mailing, if mailed; the next
business day after transmission, if delivered by telegram, facsimile or e-mail. 


        10.2    Addresses of parties.    Notices shall be delivered to the Company, Attention: Chief Executive Officer, at the
address shown on the first page of this Agreement, or at such subsequent address to which the Company shall locate its principal executive offices. Notices to Employee shall be delivered to the
address shown on the first page of this Agreement, or to such subsequent address as the Employee shall provide to the Company in accordance with this paragraph. 


        10.3    Notice of Termination.    Any Notice of Termination shall specify the intended date on which employment will
terminate. If a Notice is given by the Company, it also shall identify the specific termination provision in this Agreement relied upon, and the facts and circumstances 



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claimed to provide a basis for termination under the cited provision. Except in the case of a termination for Cause, as defined in paragraph 6.6, a Notice of Termination from either party
shall provide at least 30 days advance notice of the Termination Date. The Company shall have the right, at any time during the 30 day notice period, to relieve the Employee of his
offices, duties and responsibilities and to place him on a paid leave-of-absence status. 




        11.    Nonsolicitation: non-raiding of Company personnel.    Employee recognizes that the Company's
workforce is a vital part of its business, and the composition, competencies and duties of that workforce are trade secrets of the Company. Therefore, Employee agrees that for twelve
(12) months after the Termination Date, regardless of the reason employment has terminated, Employee will not solicit, directly or indirectly, any employee to leave his or her employment with
Company. For purposes of this Agreement, the phrase "shall not solicit, directly or indirectly," includes, without limitation, that Employee: (a) shall not identify any Company employees to any
third party as potential candidates for employment, such as by disclosing the names, backgrounds and qualifications of any Company employees; (b) shall not personally or through any other
person approach, recruit or otherwise solicit employees of Company to work for any other employer; and (c) shall not participate in any pre-employment interviews with any person who
was employed by Company while Employee was employed or retained by Company. 


        12.    Dispute Resolution.    



        12.1    Arbitration of employment-related claims.    Any dispute, controversy or claim arising out of or in respect to
the subject matter of this Agreement (or its validity, interpretation or enforcement), and/or all aspects of the employment relationship, with the exception of any claim by the Company related to the
use, disclosure or ownership of intellectual property, shall be submitted to and settled by arbitration conducted before a single, neutral arbitrator within 35 miles of Employee's principal workplace
for the Company on the Termination Date, in accordance with the American Arbitration Association's National Rules for the Resolution of Employment Disputes. The costs of arbitration shall be borne by
the
Company. Attorney fees shall be awarded to the prevailing party in the case of a breach of contract claim. 


        12.2    Claims subject to arbitration.    THE CLAIMS COVERED BY THIS ARBITRATION CLAUSE INCLUDE, BUT ARE NOT LIMITED
TO, ANY AND ALL CLAIMS OF WRONGFUL DISCHARGE OF EMPLOYMENT; BREACH OF CONTRACT, BOTH EXPRESS AND IMPLIED; BREACH OF THE COVENANT OF GOOD FAITH AND FAIR DEALING, BOTH EXPRESS AND IMPLIED; NEGLIGENT OR
INTENTIONAL INFLICTION OF EMOTIONAL DISTRESS; NEGLIGENT OR INTENTIONAL MISREPRESENTATION; NEGLIGENT OR INTENTIONAL INTERFERENCE WITH CONTRACT OR PROSPECTIVE ECONOMIC ADVANTAGE; AND DEFAMATION, ANY AND
ALL CLAIMS FOR VIOLATION OF ANY FEDERAL STATE OR MUNICIPAL STATUTE, INCLUDING, BUT NOT LIMITED TO, TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, THE CIVIL RIGHTS ACT OF 1991, THE AGE DISCRIMINATION IN
EMPLOYMENT ACT OF 1967, THE AMERICANS WITH DISABILITIES ACT OF 1990, THE FAIR LABOR STANDARDS ACT, THE CALIFORNIA FAIR EMPLOYMENT AND HOUSING ACT, AND LABOR CODE SECTION 201,  ET SEQ.; AND ANY AND
ALL CLAIMS ARISING OUT OF ANY OTHER LAWS AND REGULATIONS RELATING TO EMPLOYMENT OR EMPLOYMENT DISCRIMINATION. 



        12.3    Intellectual property claims excluded.    The Company shall have the right, in its sole discretion, to pursue
judicial resolution of any claims involving the use, disclosure or ownership of intellectual property related to the business of the Company, including without limitation patents, trademarks, trade
secrets and copyrighted material. 



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        12.4    Binding effect of arbitration.    The arbitration of covered issues, including the determination of any amount
of damages suffered, shall be final and binding upon the parties to the maximum extent permitted by law. Judgment upon the award rendered by the arbitrator may be entered by a court of competent
jurisdiction. The parties expressly consent to the exclusive jurisdiction and venue of the California Superior Court, San Diego County, or the United States District Court for the Southern District of
California for this purpose. The arbitrator shall have the authority to award costs and attorneys' fees to either party in the same manner and under the same circumstances as a court of competent
jurisdiction, in accordance with applicable state and federal law. 



        12.5    Injunctive Relief.    Notwithstanding the agreement to arbitrate, either party to this Agreement may seek
injunctive relief from a court of competent jurisdiction. The parties expressly consent to the exclusive jurisdiction and venue of the California Superior Court, San Diego County, or the United States
District Court for the Southern District of California for this purpose. Any party seeking injunctive relief may also seek any other relief or remedy otherwise available, as permitted by this
Agreement. 


        12.6    Waiver of Right to Jury Trial.    By
signing this Agreement, Employee expressly acknowledges that he has read and understood this Agreement, and specifically Paragraph 12 regarding arbitration. Employee understands that this
arbitration clause constitutes a waiver of the Employee's right to a jury trial and relates to the resolution of all claims Employee may assert regarding all aspects of the employer/employee
relationship.




        13.    Amendment and modification.    No provision of this Agreement may be amended, modified, waived or discharged
unless the modification, waiver or discharge is agreed to in writing and signed with the same formality as this Agreement by the Employee and by an authorized executive officer of the Company (other
than the Employee). 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. 


        14.    Legal requirements.    This Agreement is contingent upon Employee's ability to present documentation evidencing
his eligibility for employment in the United States in compliance with the provisions of the Immigration Reform and Control Act of 1986. 


        15.    Waiver of rights under SPECTRIAN agreements.    Employee agrees that the terms of this Agreement entirely
supersede and replace the terms of all agreements regarding his prior employment by SPECTRIAN, including without limitation the Change of Control Severance Agreement annexed to this Agreement as
Exhibit B-1 and any related payments including any tax gross-up. The Merger shall not be deemed to constitute a "Change of Control" that would entitle Employee to any
severance or change of control benefits under any agreement. Employee acknowledges that by signing this Agreement, he is waiving all rights to severance benefits and stock acceleration in connection
with the Merger, except as specifically provided in this Agreement for transactions that may occur after the Effective Date. 


        16.    Integration and Merger.    This Agreement, including the documents appended as exhibits and hereby incorporated
by reference, represents the entire agreement and understanding between the parties as to the subject matter herein and supersedes all prior or contemporaneous agreements, whether written or oral.
Prior agreements superseded by this Agreement include, but are not limited to, Employee's agreements with SPECTRIAN. 


        17.    Choice of Law.    The validity, interpretation, construction and performance of this Agreement shall be
governed by the internal substantive laws, but not the conflicts of law rules, of the State of California. 


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        18.    Severability.    The invalidity or unenforceability of any provision or provisions of this Agreement shall not
affect the validity or enforceability of any other provision hereof, which shall remain in full force and effect. 


        19.    Employment Taxes.    All payments made pursuant to this Agreement shall be subject to withholding of applicable
income and employment taxes. 


        20.    Counterparts.    This Agreement may be executed in counterparts, each of which shall be deemed an original, but
all of which together will constitute one and the same instrument. 


        21.    Access to Legal and Financial Counsel.    Employee is fully aware that this Agreement deals with important
legal and financial rights and obligations. Employee acknowledges that before signing this Agreement, Employee has had ample opportunity to consult with legal and financial counsel of his own
choosing. 


[Signature Page Follows] 


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        22.    Signatures.    The parties have executed this Agreement, in the case of the Company by its duly authorized
officer, as of the date shown on the first page, intending to be legally bound. 



	 
	 	 
	 	 
	 	 

	REMEC, Inc.

a California corporation	 	THOMAS WAECHTER
	 	 	 	 	 	 	 
	By:	 	/s/  DAVID L. MORASH      
	 	/s/  THOMAS WAECHTER      
 Signature
	 	 	 	 	 	 	 
	Printed name:	 	David L. Morash
	 	 	 	 
	 	 	 	 	 	 	 
	Title:	 	EVP and Chief Financial Officer
	 	 	 	 
	 	 	 	 	 	 	 
	Date signed:	 	May 19, 2002
	 	Date signed:	 	May 19, 2002

	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 





	 
	 
	 	 

	Attachments:	 	 	 
	 	Exhibit B-1	 	Change of control and Severance Agreement
	 	Exhibit B-2	 	Indemnification Agreement
	 	Exhibit 4.2	 	Proprietary Information and Invention Assignment Agreement
	 	Exhibit 5.4(a)	 	2001 Equity Incentive Plan
	 	Exhibit 5.4(b)	 	Stock Option Agreement




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Exhibit 10.1


EMPLOYMENT AND RETENTION AGREEMENT