Exhibit 10.1


 


[CONFIDENTIAL TREATMENT HAS BEEN REQUESTED BY
WJ COMMUNICATIONS, INC. CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN
REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION.]


 





 


WJ
COMMUNICATIONS, INC.


401
RIVER OAKS PARKWAY


SAN
JOSE, CALIFORNIA  95134


 


March 1, 2006


 


Mr. R. Gregory Miller


 


Re: Employment Agreement


 


Dear Mr. Miller:


 


This letter agreement (this “Agreement”) sets
forth the terms and conditions of your employment with WJ Communications, Inc.
(the “Company”), effective as of DATE 
(the “Effective Date”). You acknowledge that if the Effective Date does
not occur on or before DATE, the Company shall have no obligation to employ you
and this Agreement shall terminate.


 


1.             Employment
and Services.  The Company shall
employ you as Vice President and Chief Financial Officer of the Company, for
the period beginning on the Effective Date and ending upon termination pursuant
to Section 5 below (the “Employment Period”).  During the Employment Period, you shall
render such services to the Company and its affiliates and subsidiaries as the
Chief Executive Officer and the Board of Directors of the Company (the “Board”)
shall reasonably designate from time to time, and you shall devote your best
efforts and full time and attention to the business of the Company; provided,
however, you may participate in outside activities as long as such activities
do not interfere with your obligations under this Agreement, are not
competitive with the Company, and you receive prior approval from the Board
(which approval will not be unreasonably withheld).


 


2.             Compensation.


 


a.             Annual
Base Salary.  The Company shall pay
you an annual base salary (“Annual Base Salary”) of Two Hundred Thirty Thousand
Dollars ($230,000) during the Employment Period, subject to annual review in
each year of the Employment Period thereafter (for any partial year during the
Employment Period, the Annual Base Salary shall be prorated based on the number
of days during such year in which you are employed by the Company).  The first such annual review will occur
during or about April 2007.  Your
Annual Base Salary may be increased in years following the first year of
employment but may not be decreased.  As
used herein, the term “Annual Base Salary” refers to the Annual Base Salary as
so increased.  Such Annual Base Salary
shall be payable in installments in accordance with the Company’s regular
payroll practices.


 


b.             Bonus.  In addition, subject to the immediately
subsequent Section, you will be eligible to receive a bonus, calculated and
paid based upon the current plan (but not to exceed yearly), to be 


 

















 


paid as soon as practicable after each plan
period, but not later than one hundred twenty (120) days after the end of each
such plan period.  In order to determine
the amount of such bonus, the Company shall determine appropriate business
targets and certain individual objectives for you for each plan period, and
your bonus for each such plan period shall be based upon the extent to which
the Company and you attain such targets and objectives. Your plan period bonus
target shall be ***. The determination of appropriate business targets with
respect to each plan period shall take place not later than thirty (30) days
following the receipt by the Board from the Company’s senior management of the
Company’s operating budget with respect to such fiscal period.


 


c.             Notwithstanding
anything herein to the contrary, there shall be deducted or withheld from all
amounts payable to you under this Agreement amounts for all federal, state,
city or other taxes required by applicable law to be so withheld or deducted
and any other amounts authorized for deduction by or required by law.


 


3.             Options.


 


a.             Options.  You will be granted as of the Effective Date
a non-qualified stock option to purchase 500,000  shares of Common Stock of the Company, with a
per share exercise price equal to the per share fair market value of the Common
Stock of the Company as of the Effective Date (the “Option Grant”).  The Option Grant will be in accordance with
WJ Communications, Inc. 2000 Employee Stock Incentive Plan and shall be
subject to the terms and conditions set forth in the attached Executive Time
Vesting Stock Option Agreement (the “Option Agreement”) to be entered into
between the Company and you simultaneously with entering into this
Agreement.  Any of the foregoing and the
terms and conditions of the Option Agreement to the contrary notwithstanding,
upon the earlier to occur of (A) the termination of your employment within
six (6) months of the occurrence of a Change in Control (as defined in the
Executive Time Vesting Stock Option Agreement), which termination is (i) by
the Company other than for Cause (as defined below), or (ii) by you with
Good Reason (as defined below), you shall be fully vested in any then unvested
shares under the Option Grant (it being understood that there shall not be
accelerated vesting of the shares under the Option Grant upon any other
termination of your employment).


 


b.             Performance-Vested
Stock Options.  180,000 Shares of the
stock options shall vest based on performance (“Performance Shares”) subject to
the terms and conditions of the Plan and the applicable Performance Stock
Option Agreement (the “Performance Award”). 
The Performance Shares shall vest conditioned on your satisfaction of
certain performance targets and objectives.


 


c.             Time-Vested
Restricted Stock.  As of the
Effective Date, you will be granted 10,000 shares of Restricted Stock .  These shares of Restricted Stock will vest on
the one-year anniversary of the Effective Date.


 


4.             Benefits.  During the Employment Period, you shall be
entitled to participate in the Company’s fringe benefit plans for its
executives, subject to and in accordance with applicable eligibility
requirements, such as group medical, dental and vision care insurance,
executive medical reimbursement, tax preparation, 401(k), employee stock
purchase program, life and disability insurance plans and all other benefit
plans (other than severance and equity-based plans or arrangements) generally
available to the Company’s executive officers. 
In addition, the Company will reimburse your reasonable out-of-pocket
expenses incurred in connection with the performance of your duties hereunder,
consistent with Company policy.  You
shall be entitled to take time off in accordance with the Company’s top
management vacation policy.


 






***         CONFIDENTIAL MATERIAL
REDACTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND SEPARATELY FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION.


 

















 


5.             Termination
and Severance.  The Employment Period
shall terminate on the first to occur of (i) thirty (30) days following
written notice by you to the Company of your resignation without Good Reason
(it being understood that you will continue to perform your services hereunder
during such thirty (30) day period if requested, but the Company may terminate
your services sooner if it so elects), (ii) thirty (30) days following
written notice by you to the Company of your resignation with Good Reason (it
being understood that you will continue to perform your services hereunder
during such thirty (30) day period provided that the Company does not elect to
terminate your employment sooner if it so elects), (iii) your death or
Disability (as defined below), (iv) a vote of the Board directing such
termination for Cause, (v) a vote of the Board directing such termination
without Cause, or (vi) the third (3rd) anniversary of the Effective Date
(the “Scheduled Expiration Date”); provided, however, that the Scheduled Expiration
Date shall be automatically extended for successive one-year periods unless, at
least ninety (90) days prior to the then-current Scheduled Expiration Date,
either the Company or you shall give written notice to the other of an
intention not to extend the Employment Period. 
In the event of termination of the Employment Period pursuant to clause (ii) or
(v) above, the Company shall pay to you an amount equal to your Annual
Base Salary as in effect immediately prior to the termination of the Employment
Period, such amount to be paid periodically in accordance with the Company’s
regular payroll practices over the twelve (12) month period immediately
following such termination (the “Severance Benefit”).


 


Notwithstanding the preceding sentence, the
Severance Benefit shall be computed as an amount equal to one hundred fifty
percent (150%) of your Annual Base Salary as in effect immediately prior to the
termination of the Employment Period and shall be paid periodically in
accordance with the Company’s regular payroll practices over the twelve (12)
month period immediately following such termination solely in a circumstance in
which there has occurred a Change in Control (as defined in the Option
Agreement) within six (6) months prior to any termination by you for Good
Reason or by the Company without Cause. Notwithstanding anything in this
Agreement to the contrary, in the event that payment of the Severance Benefit,
either alone or together with other payments (or the value of other benefits)
which you have the right to receive from the Company in connection with a
Change in Control, would not be deductible (in whole or in part) by the Company
as a result of the Severance Benefit or other payments or benefits constituting
a “parachute payment” within the meaning of Section 280G of the Internal
Revenue Code of 1986, as amended (the “Code”), the Severance Benefit (or, at
your election, such other payments and/or benefits, or a combination of such
other payments and/or benefit and/or the Severance Benefit) shall be reduced to
the largest amount as will result in no portion of the Severance Benefit (or
such other payments and/or benefits) not being fully deductible by the Company
as a result of Section 280G of the Code. 
The determination of the amount of any such required reduction pursuant
to the foregoing provision, and the valuation of any non-cash benefits for
purposes of such determination, shall be made exclusively by the firm that was
acting as the Company’s auditors prior to the Change in Control (whose fees and
expenses shall be borne by the Company, and such determination shall be
conclusive and binding).


 


Except as otherwise set forth in this Section 5
or pursuant to the terms of employee benefit plans in which you participate
pursuant to Section 4, you shall not be entitled to any compensation or
other payment from the Company in connection with the termination of your
employment hereunder.  In addition to the
Severance Benefit, under circumstances in which the Severance Benefit is
payable, you shall also remain eligible to receive group health insurance
benefits under the Company’s benefit plans for one year following the
termination of your employment with the Company so long as such benefit plans
permit such continued participation (or for three years following the
termination of your employment with the Company in the event that the enhanced
Severance Benefits are payable in connection with a Change in Control pursuant
to the third sentence of the first paragraph of this Section 5) (the “Termination
Benefit”).


 


Notwithstanding the Severance Benefit payment
schedule described above, if necessary to comply with Section 409A of
the Code, during the first six months after your termination, your Severance
Benefits will accrue and become payable in a lump sum payment on the second day
of the seventh month after termination.


 


For purposes of this Agreement, the following
definitions will apply:  (a) ”Good
Reason” shall mean the occurrence of any of the following without your consent
which shall remain uncured for a period of not less than thirty (30) days
following your delivery of notice of such occurrence to the Company (it being
understood that your failure to deliver such notice in a timely manner shall
waive your rights to allege Good Reason): 
(i) the transfer of your principal place of employment to a
geographic location more than 50 miles from the current location of the Company’s
principal headquarters, (ii) any material breach of this Agreement by the
Company 


 

















 


which is not cured or which the Company is not undertaking to cure
within thirty (30) days after the Company has received written notice from you
identifying the breach in reasonable detail; or (iii) a significant
reduction of your duties, position, or responsibilities (including a change in
reporting obligations), relative to your duties, position, or responsibilities
in effect immediately prior to such reduction; (b) ”Cause” shall mean any
of the following acts or circumstances:  (i) willful
destruction by you of Company property having a material value to the Company, (ii) fraud,
embezzlement, theft, or comparable dishonest activity committed by you against
the Company, (iii) your conviction of or entering a plea of guilty or nolo
contendere to any crime constituting a felony or any misdemeanor involving
fraud, dishonesty or moral turpitude, (iv) your breach, neglect, refusal,
or failure to discharge your duties under this Agreement (other than due to
Disability) or any Company policy or your failure to comply with the lawful
directions of the President, CEO or the Board, in any such case that is not
cured within fifteen (15) days after you have received written notice thereof
from the President, CEO or the Board, or (v) a willful and knowing
material misrepresentation regarding the business or affairs of the Company to
the President, CEO or the Board; and (c) ”Disability” shall mean that for
a period of three (3) consecutive months or an aggregate of four (4) months
in any twelve (12) month period you are incapable of substantially fulfilling
the duties of your positions as set forth in Section 1 because of
physical, mental or emotional incapacity, injury, sickness or disease to the
extent consistent with the Americans with Disabilities Act of 1990 and/or
applicable state law.  With regard to the
definition of “Disability” in clause (c) above, any question as to the
existence or extent of the Disability upon which you and the Company cannot
agree shall be determined by a qualified, independent physician selected by the
Company.  The determination of any such
physician shall be final and conclusive for all purposes; provided, however,
that you or your legal representatives shall have the right to present to such
physician such information as to such Disability as you or they may deem
appropriate, including the opinion of your personal physician.


 


6.             Confidential
Information.  You acknowledge that
information obtained by you while employed by the Company or any affiliate
thereof concerning the business or affairs of (i) the Company, its
affiliates and subsidiaries, including but not limited to trade secrets,
confidential knowledge, data or other proprietary information relating to
products, processes, know-how, designs, formulas, developmental or experimental
work, computer programs, databases, other original works of authorship,
customer lists, business plans, financial information or other subject matter
pertaining to any business of the Company or any of its clients, consultants or
licensees or (ii) any enterprise which is the subject of an actual or potential
transaction (“Potential Transaction”), considered, evaluated, reviewed or
otherwise, made known to Fox Paine & Company, LLC, the Company, its
affiliates or subsidiaries, or you (“Confidential Information”) is the property
of the Company. You shall not, without the prior written consent of the Board,
disclose to any person or use for your own account any Confidential Information
except (i) in the normal course of performance of your duties hereunder, (ii) to
the extent necessary to comply with applicable laws (provided that you shall
give the Company prompt notice providing a reasonable time for the Company to
seek a protective order prior to any such disclosure), or (iii) to the
extent that such information becomes generally known to and available for use
by the public other than as a result of your acts or omissions to act.  Upon termination of your employment or at the
request of the President, CEO or the Board at any time, you shall deliver to
the President, CEO or the Board all documents containing Confidential
Information or relating to the business or affairs of the Company, its
affiliates and subsidiaries that you may then possess or have under your
control.


 


7.             Non-Solicitation.


 


a.             Non-Solicitation.  As a means reasonably designed to protect the
Company’s Confidential Information, you agree that, for a period of twelve (12)
months from the conclusion of the Employment Period, you will not directly,
indirectly or as an agent on behalf of or in conjunction with any person, firm,
partnership, corporation or other entity (i) hire, solicit, encourage the
resignation of or in any other manner seek to engage or employ any person
(other than your personal assistant) who is then, or within the prior three (3) months
had been, an employee of the Company, whether or not for compensation and
whether or not as an officer, consultant, adviser, independent sales
representative, independent contractor or participant, or (ii) call upon,
solicit, divert or take away or attempt to solicit, divert or take away, any
client, customer, business partner, consultant, patron of the Company, or any
other person or entity with whom the Company has a current business
relationship or with whom the Company develops such a relationship during the
Employment Period, and concerning whom you acquired Confidential Information
during the Employment Period.


 

















 


b.             Scope
of Restriction.  If, at the time of
enforcement of this Section 7, a court shall hold that the duration, scope
or area restrictions stated herein are unreasonable under circumstances then
existing, the parties hereto agree that the maximum duration, scope or area
reasonable under such circumstances shall be substituted for the stated
duration, scope or area.


 


c.             Works
Made For Hire.  You agree that all
intellectual property rights, developments, designs, computer software,
inventions, applications and improvements, including but not limited to trade
names, assumed names, service names, service marks, trademarks, logos, patents,
copyrights, licenses, formulas, trade secrets and technology, whether in
design, methods, processes, formulae, machines or devices and all other
applications (collectively, “Inventions”), whether made, created, invented,
devised, acquired, succeeded to (whether by devise, estate, testamentary disposition
or otherwise), or developed for the Company by you during the Employment Period
or prior to the date of this Agreement, other than Inventions made, created,
invented, devised or developed by you (i) on your own personal time, (ii) without
the use of the Company’s equipment, supplies, facilities and resources and (iii) which
are not related to the sale, manufacture, distribution, marketing development
or provision of products, components, equipment, hardware, other technology or
services (of any sort) in the wireless communications industry (collectively, “Unrelated
Inventions”), are works made for hire and shall be the exclusive property of
the Company without separate compensation to you.  You will, at the request and expense of the
Company made at any time, execute and deliver to the Company or its nominee
such applications and instruments as may be desirable and appropriate for
obtaining for the Company or its nominee, patents, copyrights, trademarks,
know-how and other intellectual property protection of the United States and
all other countries for vesting in the Company or its nominee, all of your
claim, right, title and interest in said Inventions and for maintaining,
enforcing and funding the same, and to otherwise vest in or evidence the Company’s
or its nominee’s exclusive ownership of all of the rights referred to herein.
In the event that, for whatever reason, the results of your past or future work
for the Company should not be deemed to be works made for hire, you agree to
assign, and you hereby do assign, to the Company or its nominee all claim,
right, title and interest, in any country, to each and every of the inventions
that is the result of work done in the course of your past or future employment
by the Company, or that you create or develop, or that you acquire by whatever
means that was created or developed, in whole or in part by using the Company’s
equipment, supplies, resources or facilities. 
Each and every such assignment is and shall be in consideration of this
Agreement with the Company, and no further consideration therefore is or shall
be provided to you by the Company.  You
hereby waive enforcement of any moral or legal rights which might limit the
Company’s rights to exploit any of the foregoing materials in any manner.


 


d.             Equitable
Relief.  You acknowledge that the
provisions contained in Sections 6 and 7 of this Agreement are reasonable and
necessary to protect the legitimate interests of the Company, that any breach
or threatened breach of such provisions will result in irreparable injury to
the Company and that the remedy at law for such breach or threatened breach
would be inadequate.  Accordingly, in the
event of the breach by you of any of the provisions of Sections 6 and 7 of this
Agreement, the Company, in addition and as a supplement to such other rights
and remedies as may exist in its favor, may apply to any court of law or equity
having jurisdiction to enforce this Agreement, and/or may apply for and have
the right to injunctive relief against any act that would violate any of the
provisions of this Agreement (without being required to post a bond).  You further agree that injunctive relief may
be sought and obtained for any breach or threatened breach of Section 6 or
Section 7 without a showing of irreparable injury, in order to prevent any
such breach or threatened breach.  Such
right to obtain injunctive relief may be exercised, at the option of the
Company, concurrently with, prior to, after, or in lieu of, the exercise of any
other rights or remedies that the Company may have as a result of any such
breach or threatened breach.


 


8.             Survival.  Any termination of your employment or of this
Agreement shall have no effect on the continuing operation of Sections 5, 6, or
7 for the periods specified therein.


 


9.             Waiver
of Claims.  You agree as a condition
to your receipt of any Termination Benefit or Severance Benefit pursuant to
paragraph 5 hereof, you will agree, as of the date of such termination, to
waive, discharge and release any and all claims, demands and causes of action,
whether known or unknown, against the Company, its affiliates and subsidiaries,
and their respective current and former directors, officers, 


 

















 


employers, attorneys and agents arising out of, connected with or
incidental to your employment or other dealings with the Company, its
affiliates or subsidiaries, which you or anyone acting on your behalf might
otherwise have had or asserted and any claim to any compensation or benefits
from your employment with the Company or its affiliates (other than employee
benefits to be provided pursuant to the terms of paragraph 5 hereof or of any
employee benefit plans as set forth in paragraph 4 hereof). Notwithstanding
anything contained herein to the contrary, no Termination Benefit or Severance
Benefit payments shall be made under this Agreement or otherwise until such
time as you have delivered an executed release of claims and any applicable
revocation periods under state or federal law have expired.  The Company agrees, as further consideration
for your waiver, to concurrently execute a waiver of unknown clams against you
on terms and conditions substantially identical to the waiver provided by you
(it being understood that the Company may specifically reserve claims
identified in writing by the Company at the time that such waiver is provided).


 


10.           Governing
Law.  This Agreement and all
questions concerning the construction, validity and interpretation of this
Agreement shall be governed by and determined in accordance with the internal
law, and not the law of conflicts, of the State of California.


 


11.           Notices.  All demands, notices and communications
hereunder shall be in writing and shall be deemed to have been duly given, if
mailed, by registered or certified mail, return receipt requested, or, if by
other means, when received by the other party at the address set forth herein,
or such other address as may hereafter be furnished to the other party by like
notice. Notice or communication hereunder shall be deemed to have been received
on the date delivered to or received at the premises of the addressee if
delivered other than by mail, and in the case of mail, three days after the
depositing of the same in the United States mail as above stated (or, in the
case of registered or certified mail, by the date noted on the return
receipt).  Notices shall be addressed as
follows:


 


	
  If to the Executive:

  	
   

  
	
   

  	
  Mr. R. Gregory Miller

  
	
   

  	
   

  
	
  If to the Company:

  	
  WJ Communications, Inc.

  
	
   

  	
  401 River Oaks Parkway

  
	
   

  	
  San Jose, CA 95134

  
	
   

  	
  Attention: Chief Executive Officer

  



 


Either party may change the address to which
said notices are to be sent or given by written notice of such change to the
other parties in the manner set forth above.


 


12.           Separability
Clause.  Any part, provision,
representation or warranty of this Agreement which is prohibited or which is
held to be void or unenforceable shall be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining provisions
hereof.


 


13.           Successors
and Assigns; Assignment of Agreement. 
This Agreement shall bind and inure to the benefit of and be enforceable
by the parties hereto and the respective successors and assigns of the parties
hereto.  As used in this Agreement, “Company”
shall mean the Company as hereinbefore defined and any successors to its
businesses and/or assets as aforesaid which assume and agree to perform this
Agreement by operation of law, or otherwise. 
This Agreement is personal to you and without the prior written consent
of the Company shall not be assignable by you otherwise than by will or the
laws of descent and distribution


 


14.           Waiver.  The failure of any party to insist upon
strict performance of a covenant hereunder or of any obligation hereunder,
irrespective of the length of time for which such failure continues, shall not
be a waiver of such party’s right to demand strict compliance in the future. No
consent or waiver, express or implied, to or of any breach or default in the
performance of any obligation hereunder, shall constitute a consent or waiver
to or of any other breach or default in the performance of the same or any
other obligation hereunder.  No term or
provision of this Agreement may be waived unless such waiver is in writing and
signed by the party against whom such waiver is sought to be enforced.


 

















 


15.           Entire
Agreement.  This Agreement constitute
the entire Agreement between the parties hereto with respect to the subject
matter contemplated herein and supersedes all prior agreements, whether written
or oral, between the parties, relating to the subject matter hereof.  This Agreement shall not be modified except
in writing executed by all parties hereto.


 


16.           Captions.  Titles or captions of Sections and paragraphs
contained in this Agreement are inserted only as a matter of convenience and
for reference, and in no way define, limit, extend or describe the scope of
this Agreement or the intent of any provision hereof.


 


17.           Counterparts.  For the purpose of facilitating proving this
Agreement, and for other purposes, this Agreement may be executed simultaneously
in any number of counterparts.  Each
counterpart shall be deemed to be an original, and all such counterparts shall
constitute one and the same instrument.


 


18.           Arbitration.  Any dispute, controversy or claim arising
under or in connection with this Agreement, or the alleged breach hereof, shall
be settled exclusively by private and confidential arbitration conducted by the
American Arbitration Association in accordance with the Rules of the
Commercial Panel of the American Arbitration Association then in effect (and
not the Employment Dispute Resolution Rules). 
Judgment upon the award rendered by the arbitrator(s) may be entered in
any court having jurisdiction thereof. 
Any arbitration held hereunder shall take place in Palo Alto,
California.  In addition, any dispute,
controversy or claim arising under or in connection with your rights or
obligations pursuant to any stock option or other equity arrangements between
you and the Company, shall be settled exclusively as provided for by the terms
of the applicable Company plans.


 


19.           Legal
Fees.  In the event of any dispute
hereunder or the enforcement of any right hereunder that requires recourse to
arbitration or litigation, the prevailing party therein shall be entitled, in
addition to other remedies, to recover legal fees and costs from the
non-prevailing party, as determined by the arbitrator(s) or the court.


 


20.           Reimbursement
of Legal Fees. The Company will reimburse you up to $3,000 for reasonable
legal advice expenses incurred by you in connection with the negotiation,
preparation and execution of this Agreement.


 


21.           Certain
Conditions to Employment. 
Notwithstanding anything herein to the contrary, your employment and the
Company’s obligations hereunder are conditioned upon your successful passage of
a drug and alcohol screening test, the Company’s verification of your past
employment and educational experience and the Company’s satisfaction in its
sole discretion as to the results of any criminal background investigation or
reference inquiry performed by it.


 


Please execute a copy of this letter
Agreement in the space below and return it to the undersigned at the address
set forth above to confirm your understanding and acceptance of the agreements
contained herein.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  WJ COMMUNICATIONS, INC.

  
	
   

  	
   

  
	
   

  	
  By :

  	
   

  	
  /s/ BRUCE W.
  DIAMOND

  	
   

  
	
   

  	
  Name:

  	
  Bruce W. Diamond

  	
   

  
	
   

  	
  Title:

  	
  President and CEO

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Accepted and agreed to:

  	
   

  	
  /s/ R.
  GREGORY MILLER

  	
   

  
	
   

  	
  Name: Mr. R. Gregory Miller

  	
   

  



 

















 


Annex
1


 


REPRESENTATIONS
AND WARRANTIES


(In
the event that you receive WJ Communications stock)


 


In connection with the purchase and sale of
WJ Communications Stock hereunder, you represent and warrant to the Company
that:


 


(a)           The
WJ Communications Stock to be acquired by you pursuant to this Agreement shall
be acquired for your own account and not with a view to, or intention of,
distribution thereof in violation of the Securities Act, or any applicable
state securities laws, and the WJ Communications Stock shall not be disposed of
in contravention of the Securities Act or any applicable state securities laws.


 


(b)           You
are an officer of the Company, are sophisticated in financial matters and are
able to evaluate the risks and benefits of the investment in the WJ
Communications Stock.  You are an “accredited
investor”, as defined in Regulation D promulgated under the Securities Act.


 


(c)           To
the extent that any of the securities being purchased by you are not subject to
an effective registration statement, you are able to bear the economic risk of
your investment in such WJ Communications Stock for an indefinite period of
time and you understand that such securities cannot be sold unless subsequently
registered under the Securities Act or an exemption from such registration is
available.


 


(d)           You
have had an opportunity to ask questions and receive answers concerning the
terms and conditions of the offering of WJ Communications Stock and have had
full access to such other information concerning the Company as you have
requested.  You have reviewed, or have
had an opportunity to review, a copy of the Stockholders’ Agreement.


 


(e)           This
Agreement constitutes a legal, valid and binding obligation of yours,
enforceable in accordance with its terms, and the execution, delivery and
performance of this Agreement by you does not and shall not conflict with,
violate or cause a breach of any agreement, contract or instrument to which you
are a party or any judgment, order or decree to which you are subject.


 


(f)            You
are not a party to or bound by any employment agreement, noncompete agreement
or confidentiality agreement with any person or entity other than the Company.


 


(g)           You
have consulted with independent legal counsel regarding your rights and
obligations under this Agreement and you fully understand the terms and conditions
contained herein.  You have obtained
advice from persons other than the Company and its counsel regarding the tax
effects of the transaction contemplated hereby.