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Exhibit 10.9 Endwave Corporation 2000 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN Adopted by the Board of Directors July 7, 2000Approved By Stockholders August 24, 2000Effective Date: October 20, 2000Amended by the Board of Directors January 29, 2004Amendment Approved by Stockholders July 21, 2004Amended by the Board of Directors February 2, 2005 1.Purposes. (a) Eligible Option Recipients. The persons eligible to receive Options are the Non-Employee
Directors of the Company. (b) Available Options. The purpose of the Plan is to provide a means by which Non-Employee
Directors may be given an opportunity to benefit from increases in value of the Common Stock
through the granting of Nonstatutory Stock Options. (c) General Purpose. The Company, by means of the Plan, seeks to retain the services of its
Non-Employee Directors, to secure and retain the services of new Non-Employee Directors and to
provide incentives for such persons to exert maximum efforts for the success of the Company and its
Affiliates. 2.Definitions. (a) Affiliate means any parent corporation or subsidiary corporation of the Company, whether
now or hereafter existing, as those terms are defined in Sections 424(e) and (f), respectively, of
the Code. (b)Annual Grantmeans an Option granted annually to Non-Employee Directors in accordance
with subsection 6(b) of the Plan. (c)Annual Meetingmeans the annual meeting of the stockholders of the Company. (d) Board means the Board of Directors of the Company. (e) Code means the Internal Revenue Code of 1986, as amended. (f) Common Stock means the common stock of the Company. (g) Company means Endwave Corporation, a Delaware corporation. (h) Consultant means any person, including an advisor, (i) engaged by the Company or an
Affiliate to render consulting or advisory services and who is compensated for such services or
(ii) who is a member of the Board of Directors of an Affiliate. However, the 1.




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term Consultant shall not include either Directors of the Company who are not compensated by
the Company for their services as Directors or Directors of the Company who are merely paid a
directors fee by the Company for their services as Directors. (i) Continuous Service means that the Optionholders service with the Company or an
Affiliate, whether as an Employee, Director or Consultant, is not interrupted or terminated. The
Optionholders Continuous Service shall not be deemed to have terminated merely because of a change
in the capacity in which the Optionholder renders service to the Company or an Affiliate as an
Employee, Consultant or Director or a change in the entity for which the Optionholder renders such
service, provided that there is no interruption or termination of the Optionholders service. For
example, a change in status without interruption from a Non-Employee Director of the Company to a
Consultant of an Affiliate or an Employee of the Company will not constitute an interruption of
Continuous Service. The Board or the chief executive officer of the Company, in that partys sole
discretion, may determine whether Continuous Service shall be considered interrupted in the case of
any leave of absence approved by that party, including sick leave, military leave or any other
personal leave. (j) Director means a member of the Board of Directors of the Company. (k)Disabilitymeans the permanent and total disability of a person within the meaning of
Section 22(e)(3) of the Code. (l) Employee means any person employed by the Company or an Affiliate. Mere service as a
Director or payment of a directors fee by the Company or an Affiliate shall not be sufficient to
constitute employment by the Company or an Affiliate. (m) Exchange Act means the Securities Exchange Act of 1934, as amended. (n) Fair Market Value means, as of any date, the value of the Common Stock determined as
follows: (i)If the Common Stock is listed on any established stock exchange or traded on the Nasdaq
National Market or the Nasdaq SmallCap Market, the Fair Market Value of a share of Common Stock
shall be the closing sales price for such stock (or the closing bid, if no sales were reported) as
quoted on such exchange or market (or the exchange or market with the greatest volume of trading in
the Common Stock) on the last market trading day prior to the day of determination, as reported in
The Wall Street Journal or such other source as the Board deems reliable. (ii)In the absence of such markets for the Common Stock, the Fair Market Value shall be
determined in good faith by the Board. (o)Initial Grantmeans an Option granted to a Non-Employee Director in accordance with
subsection 6(a) of the Plan. (p)IPO Datemeans the effective date of the initial public offering of the Common Stock. 2.




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(q) Non-Employee Director means a Director who is not an Employee. (r) Nonstatutory Stock Option means an Option not intended to qualify as an incentive stock
option within the meaning of Section 422 of the Code and the regulations promulgated thereunder. (s) Officer means a person who is an officer of the Company within the meaning of Section 16
of the Exchange Act and the rules and regulations promulgated thereunder. (t) Option means a Nonstatutory Stock Option granted pursuant to the Plan. (u) Option Agreement means a written agreement between the Company and an Optionholder
evidencing the terms and conditions of an individual Option grant. Each Option Agreement shall be
subject to the terms and conditions of the Plan. (v) Optionholder means a person to whom an Option is granted pursuant to the Plan or, if
applicable, such other person who holds an outstanding Option. (w) Plan means this Endwave Corporation 2000 Non-Employee Directors Stock Option Plan. (x) Rule 16b-3 means Rule 16b-3 promulgated under the Exchange Act or any successor to Rule
16b-3, as in effect from time to time. (y) Securities Act means the Securities Act of 1933, as amended. 3.Administration. (a) Administration by Board. The Board shall administer the Plan. The Board may not delegate
administration of the Plan to a committee. (b) Powers of Board. The Board shall have the power, subject to, and within the limitations
of, the express provisions of the Plan: (i)To determine the provisions of each Option to the extent not specified in the Plan. (ii)To construe and interpret the Plan and Options granted under it, and to establish, amend
and revoke rules and regulations for its administration. The Board, in the exercise of this power,
may correct any defect, omission or inconsistency in the Plan or in any Option Agreement, in a
manner and to the extent it shall deem necessary or expedient to make the Plan fully effective. (iii)To amend the Plan or an Option as provided in Section 12. (iv)To terminate or suspend the Plan as provided in Section 13. 3.




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(v)Generally, to exercise such powers and to perform such acts as the Board deems necessary
or expedient to promote the best interests of the Company that are not in conflict with the
provisions of the Plan. (c) Effect of Boards Decision.All determinations, interpretations and constructions made by
the Board in good faith shall not be subject to review by any person and shall be final, binding
and conclusive on all persons. 4.Shares Subject to the Plan. (a) Share Reserve. Subject to the provisions of Section 11 relating to adjustments upon
changes in the Common Stock, the Common Stock that may be issued pursuant to Options shall not
exceed in the aggregate one hundred fifty thousand (150,000) shares of Common Stock. (b) Reversion of Shares to the Share Reserve. If any Option shall for any reason expire or
otherwise terminate, in whole or in part, without having been exercised in full, the shares of
Common Stock not acquired under such Option shall revert to and again become available for issuance
under the Plan. (c) Source of Shares. The shares of Common Stock subject to the Plan may be unissued shares
or reacquired shares, bought on the market or otherwise. 5.Eligibility. The Options as set forth in Section 6 automatically shall be granted under the Plan to all
Non-Employee Directors, except as otherwise provided in Section 6. 6.Non-Discretionary Grants. (a) Initial Grants.Without any further action of the Board, each person who is elected or
appointed for the first time to be a Non-Employee Director after the IPO Date automatically shall
be granted an Initial Grant to purchase twenty thousand (20,000) shares of Common Stock on the
terms and conditions set forth herein upon the date of his or her initial election or appointment
to be a Non-Employee Director by the Board or stockholders of the Company; provided, however,that
no Initial Grant shall be made to any person who, on or before the date of his or her initial
election or appointment to be a Non-Employee Director, elects irrevocably not to receive an Initial
Grant and notifies the Board of such election. (b) Annual Grants.Without any further action of the Board, a Non-Employee Director shall be
granted an Annual Grant as follows: On the day following each Annual Meeting commencing with the
Annual Meeting in 2001, each person who is then a Non-Employee Director automatically shall be
granted an Annual Grant to purchase five thousand (5,000) shares of Common Stock on the terms and
conditions set forth herein; provided, however, that if the person has not been serving as a
Non-Employee Director for the entire period since the preceding Annual Meeting, then the number of
shares subject to the Annual Grant shall be reduced pro rata for each full quarter prior to the
date of grant during which such person did not serve as a Non-Employee Director. Notwithstanding
the preceding provisions of this subsection 6(b) to the contrary, an Annual Grant shall not be made
to a Non-Employee 4.




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Director who, on or before the date such Annual Grant would otherwise be made to Non-Employee
Directors, elects irrevocably not to receive such Annual Grant and notifies the Board of such
election. 7.Option Provisions. Each Option shall be in such form and shall contain such terms and conditions as required by
the Plan. Each Option shall contain such additional terms and conditions, not inconsistent with
the Plan, as the Board shall deem appropriate. Each Option shall include (through incorporation of
provisions hereof by reference in the Option or otherwise) the substance of each of the following
provisions: (a) Term. No Option shall be exercisable after the expiration of ten (10) years from the date
it was granted. (b) Exercise Price. The exercise price of each Option shall be one hundred percent (100%) of
the Fair Market Value of the stock subject to the Option on the date the Option is granted.
Notwithstanding the foregoing, an Option may be granted with an exercise price lower than that set
forth in the preceding sentence if such Option is granted pursuant to an assumption or substitution
for another option in a manner satisfying the provisions of Section 424(a) of the Code. (c) Consideration. The purchase price of stock acquired pursuant to an Option may be paid, to
the extent permitted by applicable statutes and regulations, in any combination of the following
methods: (i)By cash or check. (ii)Provided that at the time of exercise the Common Stock is publicly traded and quoted
regularly in The Wall Street Journal, by delivery of already-owned shares of Common Stock either
that the Optionholder has held for the period required to avoid a charge to the Companys reported
earnings (generally six months) or that the Optionholder did not acquire, directly or indirectly
from the Company, that are owned free and clear of any liens, claims, encumbrances or security
interests, and that are valued at Fair Market Value on the date of exercise. Delivery for these
purposes shall include delivery to the Company of the Optionholders attestation of ownership of
such shares of Common Stock in a form approved by the Company. Notwithstanding the foregoing, the
Optionholder may not exercise the Option by tender to the Company of Common Stock to the extent
such tender would violate the provisions of any law, regulation or agreement restricting the
redemption of the Companys stock. (iii)Provided that at the time of exercise the Common Stock is publicly traded and quoted
regularly in The Wall Street Journal, pursuant to a program developed under Regulation T as
promulgated by the Federal Reserve Board that, prior to the issuance of Common Stock, results in
either the receipt of cash (or check) by the Company or the receipt of irrevocable instructions to
pay the aggregate exercise price to the Company from the sales proceeds. 5.




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(d) Transferability. Except as provided otherwise in the Option, each Option is transferable
only by will or by the laws of descent and distribution. An Option shall be exercisable during the
lifetime of the Optionholder only by the Optionholder as provided herein. However, the
Optionholder may, by delivering written notice to the Company in a form satisfactory to the
Company, designate a third party who, in the event of the death of the Optionholder, shall
thereafter be entitled to exercise the Option. (e) Exercise Schedule. The Option shall be exercisable as the shares of Common Stock subject
to the Option vest. (f) Vesting Schedule. Initial Grants shall provide for monthly vesting over a four year
period such that 1/48th of the shares of Common Stock subject to the Option vest each
month after the date of grant. Annual Grants shall provide for monthly vesting over a two year
period such that 1/24th of the shares of Common Stock subject to the Option vest each
month after the date of grant. (g) Termination of Continuous Service. In the event an Optionholders Continuous Service
terminates (other than upon the Optionholders death or Disability), the Optionholder may exercise
his or her Option (to the extent that the Optionholder was entitled to exercise it as of the date
of termination) but only within such period of time ending on the earlier of (i) the date three (3)
months following the termination of the Optionholders Continuous Service, or (ii) the expiration
of the term of the Option as set forth in the Option Agreement. If, after termination, the
Optionholder does not exercise his or her Option within the time specified in the Option Agreement,
the Option shall terminate. (h) Extension of Termination Date. If the exercise of the Option following the termination of
the Optionholders Continuous Service (other than upon the Optionholders death or Disability)
would be prohibited at any time solely because the issuance of shares would violate the
registration requirements under the Securities Act, then the Option shall terminate on the earlier
of (i) the expiration of the term of the Option set forth in subsection 7(a) or (ii) the expiration
of a period of three (3) months after the termination of the Optionholders Continuous Service
during which the exercise of the Option would not be in violation of such registration
requirements. (i) Disability of Optionholder. In the event an Optionholders Continuous Service terminates
as a result of the Optionholders Disability, the Optionholder may exercise his or her Option (to
the extent that the Optionholder was entitled to exercise it as of the date of termination), but
only within such period of time ending on the earlier of (i) the date twelve (12) months following
such termination or (ii) the expiration of the term of the Option as set forth in the Option
Agreement. If, after termination, the Optionholder does not exercise his or her Option within the
time specified herein, the Option shall terminate. (j) Death of Optionholder. In the event (i) an Optionholders Continuous Service terminates
as a result of the Optionholders death or (ii) the Optionholder dies within the three-month period
after the termination of the Optionholders Continuous Service for a reason other than death, then
the Option may be exercised (to the extent the Optionholder was entitled to exercise the Option as
of the date of death) by the Optionholders estate, by a person who 6.




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acquired the right to exercise the Option by bequest or inheritance or by a person designated
to exercise the Option upon the Optionholders death, but only within the period ending on the
earlier of (1) the date eighteen (18) months following the date of death or (2) the expiration of
the term of such Option as set forth in the Option Agreement. If, after death, the Option is not
exercised within the time specified herein, the Option shall terminate. 8.Covenants of the Company. (a) Availability of Shares. During the terms of the Options, the Company shall keep available
at all times the number of shares of Common Stock required to satisfy such Options. (b) Securities Law Compliance. The Company shall seek to obtain from each regulatory
commission or agency having jurisdiction over the Plan such authority as may be required to grant
Options and to issue and sell shares of Common Stock upon exercise of the Options; provided,
however, that this undertaking shall not require the Company to register under the Securities Act
the Plan, any Option or any stock issued or issuable pursuant to any such Option. If, after
reasonable efforts, the Company is unable to obtain from any such regulatory commission or agency
the authority which counsel for the Company deems necessary for the lawful issuance and sale of
stock under the Plan, the Company shall be relieved from any liability for failure to issue and
sell stock upon exercise of such Options unless and until such authority is obtained. 9.Use of Proceeds from Stock. Proceeds from the sale of stock pursuant to Options shall constitute general funds of the
Company. 10.Miscellaneous. (a) Stockholder Rights. No Optionholder shall be deemed to be the holder of, or to have any
of the rights of a holder with respect to, any shares subject to such Option unless and until such
Optionholder has satisfied all requirements for exercise of the Option pursuant to its terms. (b) No Service Rights. Nothing in the Plan or any instrument executed or Option granted
pursuant thereto shall confer upon any Optionholder any right to continue to serve the Company as a
Non-Employee Director or shall affect the right of the Company or an Affiliate to terminate (i) the
employment of an Employee with or without notice and with or without cause, (ii) the service of a
Consultant pursuant to the terms of such Consultants agreement with the Company or an Affiliate or
(iii) the service of a Director pursuant to the Bylaws of the Company or an Affiliate, and any
applicable provisions of the corporate law of the state in which the Company or the Affiliate is
incorporated, as the case may be. (c) Investment Assurances. The Company may require an Optionholder, as a condition of
exercising or acquiring stock under any Option, (i) to give written assurances satisfactory to the
Company as to the Optionholders knowledge and experience in financial and business matters and/or
to employ a purchaser representative reasonably satisfactory to the Company who is knowledgeable
and experienced in financial and business matters and that he or 7.




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she is capable of evaluating, alone or together with the purchaser representative, the merits
and risks of exercising the Option; and (ii) to give written assurances satisfactory to the Company
stating that the Optionholder is acquiring the stock subject to the Option for the Optionholders
own account and not with any present intention of selling or otherwise distributing the stock. The
foregoing requirements, and any assurances given pursuant to such requirements, shall be
inoperative if (iii) the issuance of the shares upon the exercise or acquisition of stock under the
Option has been registered under a then currently effective registration statement under the
Securities Act or (iv) as to any particular requirement, a determination is made by counsel for the
Company that such requirement need not be met in the circumstances under the then applicable
securities laws. The Company may, upon advice of counsel to the Company, place legends on stock
certificates issued under the Plan as such counsel deems necessary or appropriate in order to
comply with applicable securities laws, including, but not limited to, legends restricting the
transfer of the stock. (d) Withholding Obligations. The Optionholder may satisfy any federal, state or local tax
withholding obligation relating to the exercise or acquisition of stock under an Option by any of
the following means (in addition to the Companys right to withhold from any compensation paid to
the Optionholder by the Company) or by a combination of such means: (i) tendering a cash payment;
(ii) authorizing the Company to withhold shares from the shares of the Common Stock otherwise
issuable to the Optionholder as a result of the exercise or acquisition of stock under the Option,
provided, however, that no shares of Common Stock are withheld with a value exceeding the minimum
amount of tax required to be withheld by law; or (iii) delivering to the Company owned and
unencumbered shares of the Common Stock. 11.Adjustments upon Changes in Stock. (a) Capitalization Adjustments. If any change is made in the stock subject to the Plan, or
subject to any Option, without the receipt of consideration by the Company (through merger,
consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in
property other than cash, stock split, liquidating dividend, combination of shares, exchange of
shares, change in corporate structure or other transaction not involving the receipt of
consideration by the Company), the Plan will be appropriately adjusted in the class(es) and maximum
number of securities subject both to the Plan pursuant to subsection 4(a) and to the
nondiscretionary Options specified in Section 5, and the outstanding Options will be appropriately
adjusted in the class(es) and number of securities and price per share of stock subject to such
outstanding Options. The Board shall make such adjustments, and its determination shall be final,
binding and conclusive. (The conversion of any convertible securities of the Company shall not be
treated as a transaction without receipt of consideration by the Company.) (b) Dissolution or Liquidation. In the event of a dissolution or liquidation of the Company,
then all outstanding Options shall terminate immediately prior to such event. (c) Corporate Transaction. In the event of (i) a sale, lease or other disposition of all or
substantially all of the securities or assets of the Company, (ii) a merger or consolidation in
which the Company is not the surviving corporation or (iii) a reverse merger in which the Company
is the surviving corporation but the shares of Common Stock outstanding immediately 8.




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preceding the merger are converted by virtue of the merger into other property, whether in the
form of securities, cash or otherwise, then any surviving corporation or acquiring corporation may
assume any Options outstanding under the Plan or substitute similar Options (including awards to
acquire the same consideration paid to the stockholders in the Corporate Transaction) for those
outstanding under the Plan. In the event no surviving corporation or acquiring corporation assumes
such Options or substitutes Options for those outstanding under the Plan, then the Options shall
terminate if not exercised at or prior to such event. (d) Change in Control.In the event of a Change in Control (as defined below), the vesting of
all Options outstanding under the Plan that are held by Optionholders whose Continuous Service has
not terminated as of the effective date of the Change in Control shall be accelerated in full. For
purposes of the Plan, Change in Control means: (i)the sale of all or substantially all of the Companys assets to a single purchaser or a
group of related purchasers; (ii)the sale, exchange or other disposition, in a single transaction, of more than fifty
percent (50%) of the Companys outstanding capital stock; or (iii)a merger or consolidation of the Company in a transaction following which the Companys
stockholders receive less than fifty percent (50%) of the outstanding voting shares of the
surviving entity. 12.Amendment of the Plan and Options. (a) Amendment of Plan. The Board at any time, and from time to time, may amend the Plan.
However, except as provided in Section 11 relating to adjustments upon changes in stock, no
amendment shall be effective unless approved by the stockholders of the Company to the extent
stockholder approval is necessary to satisfy the requirements of Rule 16b-3 or any Nasdaq or
securities exchange listing requirements. (b) Stockholder Approval. The Board may, in its sole discretion, submit any other amendment
to the Plan for stockholder approval. (c) No Impairment of Rights. Rights under any Option granted before amendment of the Plan
shall not be impaired by any amendment of the Plan unless (i) the Company requests the consent of
the Optionholder and (ii) the Optionholder consents in writing. (d) Amendment of Options. The Board at any time, and from time to time, may amend the terms
of any one or more Options; provided, however, that the rights under any Option shall not be
impaired by any such amendment unless (i) the Company requests the consent of the Optionholder and
(ii) the Optionholder consents in writing. 13.Termination or Suspension of the Plan. (a) Plan Term. The Board may suspend or terminate the Plan at any time. No Options may be
granted under the Plan while the Plan is suspended or after it is terminated. 9.




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(b) No Impairment of Rights. Suspension or termination of the Plan shall not impair rights and
obligations under any Option granted while the Plan is in effect except with the written consent of
the Optionholder. 14.Effective Date of Plan. The Plan shall become effective on the IPO Date, but no Option shall be exercised unless and
until the Plan has been approved by the stockholders of the Company, which approval shall be within
twelve (12) months before or after the date the Plan is adopted by the Board. 15.Choice of Law. All questions concerning the construction, validity and interpretation of this Plan shall be
governed by the law of the State of Delaware, without regard to such states conflict of laws
rules. 10.