Exhibit 10.22

                              EMPLOYMENT AGREEMENT

                  THIS  EMPLOYMENT  AGREEMENT  (this  "Agreement") is made as of
February  22,  1999,  by  and  between   ________________   (hereinafter  called
"Employee") and WATKINS-JOHNSON  COMPANY, a California corporation  (hereinafter
called the "Company").

         WHEREAS,  Employee  and the  Company  have  entered  into that  certain
Amended  and  Restated  Severance  Agreement,  dated as of January 25, 1999 (the
"Severance Agreement"); and

         WHEREAS, Employee and the Company now desire to enter into an agreement
providing for Employee's  continued employment by the Company upon the terms and
subject to the conditions set forth herein,  which  agreement  shall,  except as
otherwise set forth herein, apply cumulatively with the Severance Agreement.

         In  consideration  of the mutual covenants herein contained the parties
hereto agree as follows:

         1.       Term and Scope of Employment.

                  (a) The Company agrees to continue to employ  Employee in Palo
Alto,  California  for a period of twelve (12)  months,  commencing  on the date
hereof and ending on the first  anniversary of the date hereof,  for the purpose
of rendering services in connection with the Company's business. Employee agrees
to accept  employment with the Company for such purpose.  In performing  his/her
duties hereunder, Employee shall observe and comply with all directions given by
the Board of Directors of the Company or by his/her superiors.

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                  (b) Employee  shall devote his/her full time,  attention,  and
effort to the  business  of the  Company,  and shall not during the term of this
Agreement  engage  in any  other  business  (whether  as an  employee,  partner,
consultant or otherwise) without the consent of the Company;  but this shall not
be construed as preventing  Employee from investing  his/her assets in such form
or manner as will not interfere with the services  Employee  agreed to render to
the Company hereunder.

                  (c)  Employee  agrees to inform the Board of  Directors of the
Company, or his/her superiors, of all of his/her work and transactions on behalf
of the  Company,  and to disclose to them  his/her  knowledge  of the  Company's
business and affairs.

         2.       Salary.

                  For his/her  services  the Company  agrees to pay  Employee an
annual salary of not less than  ________________________________________________
Dollars ($_________) payable in equal biweekly installments.  In addition to the
above amount, at the sole discretion of the Board of Directors,  Employee may be
granted  bonuses  or  other  compensation  in  an  amount  to be  determined  in
accordance with Board policy.

         3.       Termination.

                  (a) For Cause.  During the term of this Agreement,  Employee's
employment  may be  terminated by the Company for Cause,  effective  immediately
upon the day it sends Notice of  Termination  (as required by Section  10(b)) to
Employee, at which time compensation will cease.  Notwithstanding the foregoing,
Employee  shall  have the right to  contest  such  termination  for  Cause  (for
purposes of this  Agreement) by arbitration in accordance with the provisions of
Section 9.

                  (b)  Without  Cause.  The  Company  may  terminate  Employee's
employment  without  Cause.  In the  event  the  Company  terminates  Employee's
employment  without Cause, in addition to the

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<PAGE>

entire  compensation  provided  for  hereunder  for the  remainder  of the  term
specified in Section 1(a) (which shall be paid in a lump sum), Employee shall be
entitled  to  receive  upon  such  termination  without  Cause  (in a lump  sum)
severance  compensation  equal to six (6) months' base salary,  less all amounts
required by law to be withheld and deducted.

                  (c) Change in Control.  This Agreement shall not be terminated
upon a  Change  in  Control.  In the  event  of a  Change  in  Control:  (i) the
provisions of this Agreement  shall be binding on and shall inure to the benefit
of the  surviving  or  resulting  corporation,  or (in the case of a  Change  in
Control  of  the  kind  referred  to in  Section  2(a)(i)(z)  of  the  Severance
Agreement) the  corporation  to which the applicable  assets of the Company have
been  transferred,  and (ii) all of the  provisions of the  Severance  Agreement
shall  apply in  accordance  with its terms.  In the event of any  inconsistency
between the  provisions  of the  Severance  Agreement  and this  Agreement,  the
provisions of the Severance Agreement shall govern.  Except to the extent of any
such inconsistency, the provisions of this Agreement and the Severance Agreement
shall apply cumulatively and not exclusively.

         4.       Nondisclosure  and  Assignment  of  Rights  in  Company  Data.
"Company  Data" is  hereby  defined  to mean  for  purposes  of this  Agreement,
programs,  improvements,  records, ideas, files, drawings,  documents,  customer
lists,  investment  opportunities,  sales and marketing  techniques and devices,
formulae,  specifications,  research, studies, investigations,  processes, data,
and  information  disclosed  to or known by Employee as a  consequence,  whether
directly  or  indirectly,  of his/her  employment  by the  Company  which is not
generally  known in the  industry in which the Company is or may become  engaged
and which  involves  special  techniques  or  know-how  in  connection  with the
industry in which the Company is or may become engaged,  and,  without  limiting
the  generality  of the  foregoing,  anything  not within the public  domain and
public knowledge, whether or not patentable or copyrightable. The parties hereto
acknowledge   that  in  the  course  of  his/her   employment,   Employee   will
himself/herself,  or with  others,  have access to, use,  come in contact  with,
obtain, make, evolve or conceive Company Data. As further  consideration for the
Company's

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<PAGE>

entering into this Agreement,  Employee  hereby sells,  assigns and transfers to
the Company all right, title, and interest he/she has or at any time may have to
Company  Data,  and to any and all  other  Company  Data at any time used in the
business of the Company in which Employee may have a right,  title, or interest,
and such Company Data shall be the sole and exclusive property of the Company.

         5.       Assignment.  The rights and obligations of Employee  hereunder
shall not be assignable and any attempted  assignment  shall be void. The rights
and  obligations  of the  Company  hereunder  may be  assigned  as a part of any
transaction  which  includes  the  transfer of all or  substantially  all of the
assets of the  Company,  whether  such  transfer  is made  pursuant to a sale of
assets or stock, or a merger, reorganization, or otherwise.

         6.       No  Obligation  to  Mitigate  Damages.  Employee  shall not be
required to mitigate  damages or the amount of any  payment  provided  for under
this Agreement by seeking other employment or otherwise, nor shall the amount of
any payment  provided for under this  Agreement  be reduced by any  compensation
earned  by  Employee  as a  result  of  employment  by  another  employer  or by
retirement benefits after the Date of Termination, or otherwise.

         7.       Successor  to the  Company.  The  Company  shall  require  any
successor  or  assign  (whether  direct  or  indirect,   by  purchase,   merger,
consolidation or otherwise) to all or  substantially  all of the business and/or
assets  of the  Company,  by  agreement  satisfactory  to  Employee,  expressly,
absolutely and  unconditionally to assume and agree to perform this Agreement in
the same manner and to the same  extent  that the  Company  would be required to
perform it if no such  succession or assignment had taken place. As used in this
Agreement,  "Company"  shall mean the  Company as  hereinbefore  defined and any
successor or assign to its business  and/or  assets which  executes and delivers
the agreement provided for in this Section 7 or which otherwise becomes bound by
all the terms and provisions of this Agreement by operation of law.

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         8.       Heirs of Employee.  This Agreement  shall inure to the benefit
of  and  be  enforceable  by  Employee's  personal  and  legal  representatives,
executors,   administrators,   successors,  heirs,  distributees,  devisees  and
legatees.  If Employee should die while any amounts are still payable to him/her
hereunder,  all such amounts, unless otherwise provided herein, shall be paid in
accordance with the terms of this Agreement to Employee's devisees,  legatee, or
other designee or, if there be no such designee, to Employee's estate.

         9.       Arbitration.  Any dispute,  controversy or claim arising under
or in connection  with this  Agreement,  or the breach hereof,  shall be settled
exclusively by arbitration in accordance with the Commercial  Arbitration  Rules
of the American Arbitration  Association then in effect. Judgment upon the award
rendered  by  Arbitrator(s)  may be  entered  in any court  having  jurisdiction
thereof. Any arbitration held pursuant to this Section 9 shall take place in San
Francisco, California.

         10.      Notice.

                  (a) General.  For purposes of this Agreement,  notices and all
other  communications  provided  for in this  Agreement  shall be in writing and
shall be  deemed  to have been duly  given  when  delivered  or mailed by United
States registered mail, return receipt requested, postage prepaid, as follows:

              If to the Company:

              Watkins-Johnson Company
              3333 Hillview Avenue
              Palo Alto, California 94304
              Attention:  President and Chief Executive Officer of the Company


              If to Employee:

              __________________
              __________________
              __________________


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<PAGE>

or such other address as either party may have furnished to the other in writing
in accordance  herewith,  except that notices of address shall be effective only
upon receipt.

                  (b)  Notice  of  Termination.  Any  purported  termination  of
employment  shall be communicated by a written Notice of Termination to Employee
in  accordance  with  paragraph  (a) of this  Section  10,  and shall  state the
specific termination  provisions in this Agreement relied upon, and set forth in
reasonable  detail  the facts and  circumstances  claimed to provide a basis for
termination of Employee's employment.

         11.      Nonwaiver, Complete Agreement, Governing Law. No provisions of
this Agreement may be modified, waived or discharged unless in writing signed by
both parties.  No waiver by either party hereto at any time of any breach by the
other party of, or compliance with, any condition or provision of this Agreement
shall be deemed a waiver of similar or  dissimilar  provisions  or conditions at
the same or at any prior or subsequent  time. No agreements or  representations,
oral or otherwise, express or implied, with respect to the subject matter hereof
have been  made by  either  party  which  are not set  forth  expressly  in this
Agreement.  This Agreement shall be governed by and construed in accordance with
the laws of the State of California.

         12.      Legal Fees and Expenses.  The Company shall pay all reasonable
legal fees and expenses  which  Employee may incur as a result of the  Company's
contesting the validity,  enforceability or Employee's good faith interpretation
of, or good faith determinations under, this Agreement;  provided, however, that
the Company  shall not pay any legal fees and  expenses  incurred by Employee in
contesting the termination of Employee's employment for Cause if, as a result of
such contest, it is determined that Employee was in fact terminated for Cause.

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

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

         15.      Certain Defined Terms.  Capitalized  terms used herein without
definition  shall  have  the  meanings  given  to such  terms  in the  Severance
Agreement.

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<PAGE>

         IN WITNESS WHEREOF,  the parties have executed this Agreement as of the
date first above written.

                                                     WATKINS-JOHNSON COMPANY



                                                     By    _____________________

                                                           Title:



                                                           _____________________
                                                           (Employee)

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