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                                                                   EXHIBIT 10.12

                         ELECTROMAGNETIC SCIENCES, INC.

                            1992 STOCK INCENTIVE PLAN
                             STOCK OPTION AGREEMENT

         THIS STOCK OPTION AGREEMENT, entered into as of the 24th day of April,
1992 (the "Date of Grant"), by and between ELECTROMAGNETIC SCIENCES, INC., a
Georgia corporation (hereinafter referred to as the "Corporation"), and
[__________________]_ (hereinafter referred to as the "Employee").

                                   WITNESSETH

         WHEREAS, the Board of Directors (the "Board") of the Corporation has
adopted a stock incentive plan for the Corporation's and its subsidiary
corporations' officers and employees, known as the "Electromagnetic Sciences,
Inc. 1992 Stock Incentive Plan" (hereinafter referred to as the "Plan");

         WHEREAS, the Plan and the Board have authorized the Compensation
Committee of the Board (hereinafter referred to as the "Committee") to grant to
employees who are Officers (as defined in the Plan) stock options enabling them
to purchase the number of shares of the Corporation's common stock allocated to
them by the Committee;

         WHEREAS, the Committee has determined that the Employee is eligible to
participate in the Plan, and that it is in the best interests of the Corporation
that the Employee, through such participation, be provided with additional
incentive to achieve the Company's objectives; and

         WHEREAS, the Committee has accordingly granted the Employee an option
to purchase the number of shares of the Corporation's common stock as
hereinafter set forth, and the Corporation and the Employee desire to enter into
a written agreement with respect to such option in accordance with the Plan.

         NOW, THEREFORE, as an employment incentive and to encourage stock
ownership and in consideration of the mutual covenants contained herein, the
parties hereto agree as follows:

         1.       Incorporation of Plan. This option is granted pursuant to the
provisions of the Plan, and the terms of and definitions set forth in the Plan
are incorporated by reference into this Stock Option Agreement and made a part
hereof. A copy of the Plan has been delivered to, and receipt is hereby
acknowledged by, the Employee.

         2.       Grant of Option. Subject to tile terms, restrictions,
limitations and conditions stated herein, the Corporation hereby evidences its
grant to the Employee, not in lieu of salary or other compensation, of

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the right and option (hereinafter referred to as the "Option"), which is not an
ISO, to purchase all or any part of an aggregate of   [________________________]
(       ) shares of the Corporation's $.10 par value common stock (the "Common
Stock"), beginning on April 24, 1995.

The Option shall expire and is not exercisable after 5:00 p.m., Atlanta time, on
    April 24, 1998 (the "Expiration Date"), or such other date as determined
    pursuant to Section 8, 9 or 10.

Notwithstanding the beginning date or dates for exercise set forth in the
    preceding paragraph, but subject to the provisions of such preceding
    paragraph with respect to expiration of this Option, this Option may be
    exercised as to all or any portion of the full number of shares subject
    thereto if:

(a)  a tender offer or exchange offer has been made for shares of the Common\
    Stock, other than one made by the Corporation, provided that the
    corporation, person or other entity making such offer purchases or
    otherwise acquires shares of Common Stock pursuant to such offer; or (b)
    any person or group (as such terms are defined in Section 13(d)(3) of the
    Securities Exchange Act of 1934, as amended (the "Act")), becomes the
    holder of 50% or more of the outstanding shares of Common Stock. If either
    of the events specified in this paragraph has occurred, the Option shall be
    fully exercisable: (x) in the event of (a) above, during the 30-day period
    commencing on the date of expiration of the tender offer or exchange offer;
    or (y) in the event of (b) above, during the 30-day period commencing on
    the date upon which the Corporation is provided a copy of a Schedule 13D or
    amendment thereto, filed pursuant to Section 13(d) of the Act and the rules
    and regulations promulgated thereunder, indicating that any person or group
    has become the holder of 50% or more of the outstanding shares of Common
    Stock. In the case of (a) above, if the corporation, person or other entity
    making the offer does not purchase or otherwise acquire shares of Common
    Stock pursuant to such offer, then the Employee's right under this
    paragraph to exercise this Option shall terminate, the Employee and the
    Corporation shall rescind any exercise of this Option pursuant to this
    paragraph, and this Option shall be reinstated as if such exercise had not
    occurred.

3.       Purchase Price. The price per share to be paid by the Employee for the
    shares subject to this Option shall be Eight and 50/100 dollars ($8.50).

4.       Exercise Terms. Beginning on the date or dates specified in, and prior
    to the expiration of this Option as provided in, Section 2, the
    Employee may exercise this Option as to all such number of shares, or
    as to any part thereof, at any time and from time to time during the
    remaining term of this Option; provided that the Employee must exercise
    this Option for at least the lesser of 100 shares or the unexercised
    portion of the Option. In the event this Option is not exercised with
    respect to all or any part of the shares subject to this Option prior
    to its expiration, the shares with respect to which this Option was not
    exercised shall no longer be subject to this Option.

5.       Option Non-Transferable. This Option and all rights hereunder are

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    neither assignable nor transferable by the Employee otherwise than by
    will or under the laws of descent and distribution, or pursuant to a
    Qualified Domestic Relations Order, and during the Employee's lifetime
    this Option is exercisable only by him or her (or by his or her
    guardian or legal representative, should one be appointed, or qualified
    transferee). More particularly (but without limiting the generality of
    the foregoing), this Option may not be assigned, transferred (except as
    aforesaid), pledged or hypothecated in any way (whether by operation of
    law or otherwise) and shall not be subject to execution, attachment or
    similar process. Any attempted assignment, transfer, pledge,
    hypothecation or other disposition of this Option contrary to the
    provisions hereof shall be null and void and without legal effect.

6.       Notice of Exercise of Option. This Option may be exercised by the
    Employee, or by his administrator, executor, personal representative or
    qualified transferee, by a written notice (in substantially the form of
    the "Notice of Exercise" attached hereto as Exhibit A) signed by the
    Employee or by such administrator, executor, personal representative or
    qualified transferee, and delivered or mailed to the Corporation at its
    principal office in Norcross, Georgia, to the attention of the
    President, Treasurer or such other officer as the Corporation may
    designate. Any such notice shall (a) specify the number of shares of
    Common Stock which the Employee or such administrator, executor,
    personal representative or qualified transferee, as the case may be,
    then elects to purchase hereunder, and (b) be accompanied by (i) a
    certified or cashier's check payable to the Corporation, or personal
    check acceptable to the Corporation, in payment of the total price
    applicable to such shares as provided herein, or (ii) (subject to any
    restrictions referred to in Exhibit A) shares of Common Stock, owned by
    him or her and duly endorsed or accompanied by stock transfer powers,
    having a Fair Market Value equal to the total purchase price applicable
    to such shares purchased hereunder, or (iii) such a check, and the
    number of such shares whose fair market value when added to the amount
    of the check equals the total purchase price applicable to such shares
    purchased hereunder. Such notice shall also be accompanied by the
    Employee's check or shares of Common Stock in payment of applicable
    withholding and employment taxes, or Employee shall authorize the
    withholding of shares of Common Stock otherwise issuable under this
    Option in payment of such taxes, all as set forth on Exhibit A and
    subject to any restrictions referred to therein. Upon receipt of any
    such notice and accompanying payment, and subject to the terms hereof,
    the Corporation agrees to cause to be issued to the Employee or to such
    administrator, executor, personal representative or qualified
    transferee, as the case may be, stock certificates for the number of
    shares specified in such notice registered in the name of the person
    exercising this Option.

7.       Adjustment in Option. If, between the Date of Grant of this Option and
    prior to the complete exercise thereof, there shall be a change in the
    outstanding Common Stock by reason of one or more stock splits, stock
    dividends, combinations or exchanges of shares, recapitalizations or
    similar capital adjustments, then the number, kind

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    and option price of the shares remaining subject to this Option shall
    be equitably adjusted in accordance with the terms of the Plan, so that
    the proportionate interest in the Corporation represented by the shares
    then subject to the Option shall be the same as before the occurrence
    of such event.

8.       Termination of Employment. Except as set forth in Section 10, if the
    Employee ceases to be employed as an employee of the Corporation, any
    Parent or any of its or its Patent's Subsidiaries (such event being
    hereinafter referred to as a "Termination" and such corporation that
    employs the Employee from time to time as the "Employer"), before the
    date for exercise of this Option set forth in Section 2, then this
    Option shall forthwith terminate on the date of Termination and shall
    not thereafter be or become exercisable.

In the event of a Termination after the date for exercise set forth in Section
    2, which Termination is either (i) voluntary on the part of the Employee
    and with the written consent of the Employer, (ii) involuntary and without
    cause, or (iii) the result of retirement at the normal retirement date, as
    prescribed from time to time by the Employer, or at an earlier date
    expressly approved by the Employer as an early retirement date for the
    Employee, the Employee may exercise this Option at any time within a period
    ending at the earlier of the Expiration Date or 5:00 p.m., Atlanta time, on
    the third anniversary of such Termination, to the extent of the number of
    shares that were purchasable hereunder at the date of Termination.

       In the event of a Termination that is either (i) for cause or (ii)
    voluntary on the part of the Employee and not described in the preceding
    paragraph, this Option, to the extent not theretofore exercised, shall
    forthwith terminate and shall not thereafter be or become exercisable.

This Option does not confer upon the Employee any right with respect to
    continuance of employment by the Corporation, any Parent or any of the
    Corporation's or its Parent's Subsidiaries. This Option shall not be
    affected by any change of employment so long as the Employee continues to
    be an employee of the corporation, any Parent or any such Subsidiary. In
    the event the Employer is not the Corporation, and such Employer ceases to
    be the Corporation's Parent, or the Corporation's or its Parent's
    Subsidiary, as a result of a sale of stock or assets or other change of
    corporate status, then in the discretion of the Committee (but subject to
    Section 5.2 of the Plan regarding certain transactions affecting the
    Corporation) either: (i) this Option shall remain in effect as if such sale
    of other change of status had not occurred, for so long as Employee shall
    remain an employee of the corporation that previously was such Parent or
    Subsidiary, or of any successor or subsequent Parent of such corporation,
    or of any Subsidiary of either such corporation or any such Parent or
    successor; or (ii) concurrent with such sale or other change of status, the
    Corporation shall redeem this Option at a price equal to the number of
    shares then subject hereto (whether or not then purchasable) multiplied by
    the excess (if any) of the then Fair Market Value of each such share over
    the purchase price

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    per share specified in Section 3 (as adjusted pursuant to Section 7).

9.       Disabled Employee. In the event of a Termination because the Employee
    becomes disabled, the Employee (or his personal representative) may
    exercise this Option at any time within a period ending at the earlier of
    the Expiration Date or 5:00 p.m., Atlanta time, on the first anniversary of
    such Termination, to the extent of the number of shares that were
    purchasable hereunder at the date of Termination.

For the purposes of this Agreement, the Employee shall be considered "disabled"
    if he or she is unable to engage in any substantial gainful activity by
    reason of any medically determinable physical or mental impairment that can
    be expected to last for a continuous period of not less than twelve months.

10.      Death of Employee. In the event of the Employee's death while employed
    by the Corporation, any Parent or any of its Subsidiaries, or during a
    period in which the Employee may exercise this Option notwithstanding
    an earlier Termination, the persons described in Section 6 may exercise
    this Option at any time within a period ending at the earlier of (i)
    5:00 p.m., Atlanta time, on the third anniversary of the Employee's
    death, or (ii) the Expiration Date, but in any event ending not earlier
    than 5:00 p.m., Atlanta time, on the first anniversary of the
    Employee's death. If the Employee was an employee of the Corporation,
    any Parent or one of its Subsidiaries at the time of the Employee's
    death, this Option may be so exercised to the extent of the full number
    of shares covered by the Option. If a Termination occurred prior to
    Employee's death, this Option may be so exercised only to the extent of
    the number of shares that were purchasable hereunder at the date of
    Termination.

11.      Binding Agreement. This Agreement shall be binding upon the parties
    hereto and their representatives, successors and assigns.