Exhibit 10.1

EXECUTIVE TRANSITION AGREEMENT

This
Executive Transition Agreement ("Agreement") is entered into effective on the dates set forth below by and between Errol Ekaireb ("Executive") and REMEC, Inc. ("Company") (collectively,
"the Parties"), in light of the following:

RECITALS

A.    Executive
is currently employed as President and COO of the Company, and serves as well as Chairman of the Board of Directors of Nanowave, Inc., a subsidiary business; and

B.    Executive
has expressed a desire to enter into an agreement for the transition of his employment duties with the Company as President and COO and to outline an orderly process toward
retirement; and

C.    Company
desires to facilitate that transition in a way still preserving Executive's many contributions to Company and recognizing his accomplishments.

AGREEMENT

To
effectuate these purposes the Parties do hereby agree:

1.0Definition of Terms.    The following terms referred to in this Agreement shall have the following meanings:

1.1    "Stock
Option Plan" refers to the REMEC, Inc., 1995 Equity Incentive Plan and the REMEC, Inc. 2001 Equity Incentive Plan as amended from time to time, and
all ancillary agreements implementing its purposes.

1.2    "Executive's
Retirement Benefits" refers to the following benefits:



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1.3    "Executive
Duties Transition Date" is that date which is (1) two weeks after the date that Thomas Waechter takes over as President and COO of the Company, or
(2) October 1, 2002, whichever is earlier. While it is anticipated to occur, it is not a condition of this Agreement that Mr. Waechter take over as President.

1.4    "First
Phase" refers to that period between the Executive Duties Transition Date and June 30, 2003.

1.5    "Second
Phase" refers to the time period beginning July 1, 2003, and ending not later than June 30, 2005.

1.6    "The
Second Phase Agreement" refers to that Agreement defined in section 3.0 of this Agreement governing Executive's duties during the year beginning
July 1, 2003, and any renewals thereof.

1.7    "Change
of Control Agreement" refers to the Change of Control Agreement effective September 1, 2001, by and between Executive and the Company, or any similar
document the Company might enter from time to time.

2.0Transition of Duties (July 1, 2002 to June 30, 2003).

2.1Executive Duties Transition.Executive will continue as a full time Executive of the Company, as its
President and COO, up to the Executive Duties Transition Date. During this period Executive will receive his normal compensation and benefits under all Company programs.

2.2Changes.Effective on the Executive Duties Transition Date the following shall occur:



2.3During the First Phase (up to June 30, 2003):



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3.0Second Phase (On and after July 1, 2003) (The Second Phase Agreement).

Effective
July 1, 2003, and for the period of one year thereafter, Executive shall be employed by the Company on the following basis, which shall be referred to as the "Second
Phase Agreement":

3.1    Executive
shall continue as Special Advisor, performing such duties as the CEO and COO shall from time to time assign, but will continue to perform as Chairman of the
Board of Nanowave, Inc., as long as desired by the Company.

3.2    Executive's
expected time commitment will be approximately 20% of full time.

3.3    Executive
shall be compensated at the rate of $12,000 per month. If in any three month period of time Executive is called upon to render services exceeding 25% of
regular full-time employment, the parties will meet and define such services, and arrange for Executive to be compensated for such additional services by either reduced time in a later
time period, or $2,000 per day, plus business expenses.

3.4    Executive
will continue to be covered by the Company's health and welfare benefit programs (except its vacation benefits), Life Insurance Plan, Stock Option Plan, will
continue to be eligible to participate in the Company 401 (k) plan, and will be eligible for Executive's Retirement Benefits upon retirement. The Company will reimburse Executive for all
ordinary and necessary business expenses incurred by Executive in performing duties hereunder.

3.5    The
Second Phase Agreement may be terminated by either party at any time by either party giving 30 days written notice to the other Party. The Company will invoke
this right only if Executive breaches this Agreement, takes full time employment with another Company, or becomes incapacitated or unable to perform his duties hereunder. In the event either party
elects to terminate the Second Phase Agreement, Executive will be paid through the effective date of such notice and thereafter relieved of any additional working responsibilities, and will become
retired from the Company on the effective date of such notice.

3.6    The
Second Phase Agreement will terminate as of June 30, 2004, unless the agreement is mutually extended in writing by Executive and Company for another period
not to exceed one year.

3.7    At
the termination of the Second Phase Agreement Executive will retire. Upon retirement Executive shall be entitled to Executive's Retirement Benefits as defined in
Section 1.2 and other executive-level retirement benefits under the Company's then current Executive benefit plans.

4.0Relationship to Other Agreements and Commitments.

4.1Change of Control.Executive acknowledges and agrees that the benefits and consideration provided by this
Agreement are in lieu of any rights and entitlements, if any, under any severance or Change of Control Agreement, and further agrees that any Change of Control Agreement now in effect between the
parties shall be deemed null and void upon the execution of this Agreement.

4.2Indemnification.This Agreement does not impair in any way Executive's rights to defense and indemnification
under any law or agreement providing same to Executive, specifically including rights under the California Corporations Code and the California Labor Code, which rights are preserved to the maximum
extent permitted by law.

4.3Trade Secrets and Proprietary Information.The Parties agree that Executive's obligations under any
Invention, Nondisclosure, Trade Secrets, Proprietary Information or similar agreement

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between Executive and Company, or covenant of the same effect in any Company agreement with any third party, shall remain in full force and effect.

4.4Noncompetition and Nonsolicitation.During the term of this Agreement and while serving as Special Advisor,
Executive agrees that he will not perform services for any business in competition with the Company, nor will he directly or indirectly recruit, solicit, or encourage any employee, customer or agent
of the Company to leave the Company to join or affiliate with any competitor.

4.5Other Agreements.Except as otherwise provided herein, this Agreement supercedes any prior oral or written
agreement between the parties on the subjects contained herein, and contains the entire agreement of the parties on the matters referred to herein.

5.0Release of Claims.

5.1Release by Executive.Except for any rights created by this Agreement, Executive unconditionally,
irrevocably and absolutely releases and discharges Company and any related entity, as well as all present and former Company executives, officers, directors, attorneys, agents, and their successors
and assigns (collectively, "Releasees"), from all claims related in any way to the transactions or occurrences between them to date, including, but not limited to, all claims, charges, demands and
causes of action, known or unknown, suspected or unsuspected, arising directly or indirectly out of or in any way connected with Executive's employment with Company, and his termination from
employment. This Agreement is intended to have the broadest possible application and includes, any claim for severance pay, unpaid salary, bonuses, or other benefits, breach of contract, wrongful
termination, tortious discharge, defamation, infliction of emotional distress, fraud, conspiracy, or harassment or employment discrimination arising under federal, state or local law, including but
not limited to the California Fair Employment and Housing Act, the California Labor Code, Title VII of the Civil Rights Act of 1964, the Americans With Disabilities Act, and the Age Discrimination in
Employment Act of 1967, as amended (the "Released Claims").

5.2Release by Company.Except for any rights created by this Agreement, Company, for its respective subsidiary
corporations, divisions, affiliates, partners, officers, employees (past or present), agents, representatives, heirs, assigns, executors, administrators and successors and each of them
unconditionally, irrevocably and absolutely releases and forever discharges Executive, his heirs, assigns, executors, successors and each of them, from any and all claims related in any way to the
transactions or occurrences between them to date, including, but not limited to, all claims, charges, demands and causes of action, known or unknown, suspected or unsuspected, arising directly or
indirectly out of or in any way connected with Executive's employment with Company. This Release is intended to have the broadest possible application.

6.0California Civil Code Section 1542 Waiver.

Executive
acknowledges and agrees that all rights under Section 1542 of the California Civil Code are expressly waived. That statute reads as follows:



7.0Compliance with Older Workers' Benefits Protection Act.

The
Parties intend that the release contained above be a knowing and voluntary release of age discrimination claims arising under the Age Discrimination in Employment Act of 1967. In
accordance

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with the requirements of the Older Workers' Benefit Protection Act, the Parties agree to the following provisions:

7.1    Executive
has been advised to consult with an attorney regarding the terms of this Agreement, and he has received all legal counsel and advice he requires regarding this
Agreement;

7.2    Executive
has been given 21 days in which to consider whether to enter into this Agreement, and has taken as much of this time as he deems necessary;

7.3    This
Agreement shall not become binding or effective until the eighth day following Executive's execution of it (the "Effective Date"). Until the Effective Date,
Executive may revoke this Agreement by delivering a written notice of revocation that is received by Company's Chief Executive Officer on or before the Effective Date. In the event Executive invokes
his right of revocation as provided herein, Company shall have no further obligations to Executive under this Agreement.

8.0Miscellaneous.

8.1Applicable Law.The validity, interpretation and performance of this Agreement shall be construed and
interpreted according to the laws of the State of California.

8.2Amendments.This Agreement may be amended only by a written instrument executed by both parties hereto.

8.3Cooperation.The parties agree to do all things necessary and to execute all further documents necessary and
appropriate to carry out and effectuate the terms and purposes of this Agreement.

8.4Arbitration of Disputes.Any disputes between Executive and Releasees, arising out of or in any way
connected to the terms of this Agreement, or the Parties' rights or obligations with respect to Executive's termination from Company shall be resolved by binding arbitration before a single arbitrator
pursuant to the then current Employment Dispute Resolution Rules of the American Arbitration Association. The arbitrators' and administrative fees of arbitration shall be borne equally by the Parties.
The Parties hereby agree that any arbitration shall take place in San Diego County, California.

WHEREFORE, the Parties have executed this Agreement on the date shown below.

|Dated: June 13, 2002 |  | /s/ERROL EKAIREB
|-------------------- |  | ----------------
|                     |  | Executive       
|                     |  |                 
|Dated: June 14, 2002 |  | Company         
|                     |  | By:             
|                     |  | Its:            

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