Exhibit 10.23


                    AMENDED AND RESTATED SEVERANCE AGREEMENT
                    ----------------------------------------

         THIS  AMENDED  AND  RESTATED  SEVERANCE  AGREEMENT  (the  "Agreement"),
originally  dated  September 28, 1998,  and amended and restated in its entirety
effective as of January 25, 1999, is entered into by and between Watkins-Johnson
Company,  a  California   corporation  (the  "Company"),   and  ________________
("Employee").

         The Company's  Board of Directors has determined that it is appropriate
to reinforce and encourage the continued  attention and dedication of members of
the Company's  management,  including Employee, to their assigned duties without
distraction in potentially disturbing circumstances arising from the possibility
of a Change in Control (as defined herein) of the Company.

         This Agreement sets forth the severance  compensation which the Company
agrees to pay to Employee if Employee's  employment with the Company  terminates
under one of the circumstances described herein.


         1.       Term.

                  (a) This  Agreement  shall  terminate,  except  for any unpaid
obligation  of the  Company,  upon the earliest of (i) three years from the date
hereof if a Change in Control has not occurred  within such  three-year  period;
(ii) the  termination of Employee's  employment  based on death,  Disability (as
defined in Section  2(c)) or Cause (as  defined in Section  2(d)) or by Employee
other than for Good  Reason (as defined in Section  2(e));  or (iii) three years
from the date of a Change in Control.

<PAGE>

                  (b) Nothing in this  Agreement  shall confer upon Employee any
right to continue in the employ of the Company prior to or following a Change in
Control  or shall in any way limit the rights of the  Company,  which are hereby
expressly reserved,  to discharge Employee at any time prior to or following the
date of a Change in Control for any reason whatsoever, with or without Cause.


         2.       Certain Definitions.


                  (a) Change in Control.  A Change in Control shall be deemed to
have occurred if (i) there shall be consummated (x) any  consolidation or merger
of the  Company  in  which  the  Company  is not  the  continuing  or  surviving
corporation,  (y) any other  consolidation  or merger to which the  Company is a
party,  regardless  of whether  shares of the  Company's  Common  Stock would be
converted into cash, securities or other property, other than

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<PAGE>

a merger of the  Company in which the  holders  of the  Company's  Common  Stock
immediately prior to the merger have the same proportionate  ownership of common
stock (or the equivalent fully voting  securities) of the surviving  corporation
or other entity  immediately after the merger, or (z) any sale, lease,  exchange
or other transfer (in one  transaction or a series of related  transactions)  of
all, or  substantially  all, of the assets of the  Company,  or (ii) the Company
consummates   (in  one  or  a  series  of   transactions)   the  disposition  of
substantially all of its business operations,  or (iii) any "person" (as defined
in Sections 13(d) and 14(d) of the Securities  Exchange Act of 1934, as amended,
shall become the "beneficial owner" (as defined in Rule 13d-3 under the Exchange
Act), directly or indirectly, of 30% or more of the Company's outstanding Common
Stock,  or (iv) during any period of two consecutive  years,  individuals who at
the  beginning  of such period  constitute  the entire Board of Directors of the
Company shall cease for any reason to constitute a majority  thereof  unless the
election, or the nomination for election by the Company's stockholders,  of each
new director was approved by a vote of at least two-thirds of the directors then
still in office who were directors at the beginning of the period.

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<PAGE>

                  (b) Triggering Event. A "Triggering  Event" shall be deemed to
have  occurred if either (i) (A) a Change in Control  occurs  while  Employee is
still  employed by the  Company or any of its  subsidiaries  and (B)  Employee's
employment  is  thereafter  terminated  (x) by the Company other than for death,
Disability or Cause, (y) by Employee for Good Reason or (z) by Employee pursuant
to the last paragraph of Section 3, or (ii) a Change in Control occurs after the
date on which Employee's  employment with the Company or any of its subsidiaries
was terminated  (A) by the Company other than for death,  Disability or Cause or
(B) by Employee for Good Reason, and such termination is effected by the Company
(or the actions or  decisions  giving rise to  Employee's  termination  for Good
Reason are taken or made by the Company) in  anticipation of a Change in Control
(any such termination, action or decision effected, taken or made within 90 days
prior to the date of any such Change in Control shall be conclusively  deemed to
be in anticipation of a Change in Control).

                  (c) Disability.  If, as a result of Employee's  incapacity due
to physical or mental illness,  Employee shall have been absent from duties with
the Company on a full-time basis for six  consecutive  months and within 30 days
after written Notice of

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<PAGE>

Termination  (as required by Section 9(b)) is  thereafter  given by the Company,
Employee  shall not have  returned to the  full-time  performance  of Employee's
duties, the Company may terminate this Agreement for "Disability."

                  (d) Cause.  For purposes of this  Agreement  only, the Company
shall have  "Cause" to terminate  Employee's  employment  hereunder  only on the
basis of fraud, misappropriation, embezzlement or willful engagement by Employee
in misconduct which is demonstrably and materially  injurious to the Company and
its subsidiaries  taken as a whole. An act, or omission of Employee shall not be
considered  "willful"  unless done, or omitted to be done,  by Employee  without
good faith and a  reasonable  belief  that the act or  omission  was in the best
interests of the Company and its  subsidiaries.  Employee may not be  terminated
for Cause unless and until there shall have been delivered to Employee a copy of
a resolution duly adopted by affirmative vote of not less than three-quarters of
the entire  membership of the  Company's  Board of Directors at a meeting of the
Board called and held for that purpose (after  reasonable notice to Employee and
an  opportunity  for Employee,  together with  Employee's  counsel,  to be heard
before the Board),  finding  Employee was guilty of the conduct set forth in the
first  sentence of this  Section,  and  specifying  the  particulars  thereof in
detail.  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 8.

                  (e) Good  Reason.  After a Change  in  Control,  Employee  may
terminate  employment  for  Good  Reason  at any  time  during  the term of this
Agreement.  For purposes of this Agreement,  "Good Reason" shall mean any of the
following (without Employee's express written consent):

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<PAGE>

                           (i)     the  assignment to Employee by the Company of
duties  inconsistent  with, or a substantial  alteration in the nature or status
of, Employee's  responsibilities  immediately prior to a Change in Control other
than any such alteration  primarily  attributable to the fact that the Company's
securities are no longer publicly traded;

                           (ii)    a reduction by the Company in Employee's base
salary  in  effect  on the date of a  Change  in  Control  or as the same may be
increased from time to time during the term of this Agreement;


                           (iii)   failure by the  Company to continue in effect
without substantial change any compensation,  incentive, welfare or benefit plan
or arrangement,  as well as any plan or arrangement whereby Employee may acquire
securities of the Company,  in which Employee is  participating at the time of a
Change in Control  (or any other plans  providing  Employee  with  substantially
similar benefits,  hereinafter referred to as "Benefit Plans"), or the taking of
any action by the Company which would adversely affect Employee's  participation
in or  materially  reduce  Employee's  benefits  under any such  Benefit Plan or
deprive  Employee of any material fringe benefit enjoyed by Employee at the time
of a Change in Control;  unless an equitable substitute arrangement (embodied in
an ongoing substitute or alternative Benefit Plan) has been made for the benefit
of Employee  with respect to the Benefit  Plan in question.  For purposes of the
foregoing,  Benefit  Plans shall  include,  but not be limited to, the Company's
Employee Stock Ownership Plan,  Employees'  Profit Sharing and Investment  Plan,
Deferred  Compensation  (401K) Plan,  1991 Stock Option and Incentive  Plan, Top
Management Incentive Bonus Plan, and/or any other plan or arrangement to receive
and exercise stock options or stock  appreciation  rights,  incentive,  bonus or
other award plans, group

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<PAGE>

life insurance plans, medical, dental, accident and disability plans;


                           (iv)    a  relocation  of  the  Company's   principal
executive offices to a location outside the San  Francisco-Oakland-San  Jose Bay
Area, or Employee's  relocation to any place other than the principal  executive
offices  of the  Company,  except for  required  travel by  Employee  on Company
business to an extent  substantially  consistent with Employee's business travel
obligations at the time of a Change in Control;


                           (v)     any  material  breach by the  Company  of any
provision of this Agreement;


                           (vi)    any  failure  by the  Company  to obtain  the
assumption  of this  Agreement  by any  successor  or assign of the  Company  as
required in Section 6;


                           (vii)   any  purported   termination   of  Employee's
employment which is not effected pursuant to a Notice of Termination  satisfying
the requirements of Section 9(b) below. For purposes of this Agreement,  no such
purported termination shall be effective.

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<PAGE>


                  (f) Date of Termination.  "Date of Termination" shall mean (i)
for  Disability,  30 days  after  Notice  of  Termination  is given to  Employee
(provided Employee has not returned to the performance of Employee's duties on a
full-time basis during such 30-day period), or (ii) if Employee's  employment is
terminated  for any  other  reason,  the  date on which  notice  is given by the
Company or Employee, as the case may be.

         3.       Severance  Compensation  upon  Termination  of  Employment  in
Connection with a Change in Control. No compensation shall be payable under this
Agreement unless and until a Triggering Event has occurred.  Upon the occurrence
of a Triggering Event, the Company shall:

                  (a) pay to Employee as  severance  pay in a lump sum, in cash,
on the fifth day following the Date of Termination,  an amount equal to 299.999%
of Employee's "Base Compensation" (as defined below); provided, however, that if
the lump sum  severance  payment  under this Section 3, either alone or together
with other  payments (or the value of benefits)  which Employee has 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 such lump sum
payment  constituting  a "parachute  payment" (as defined in Section 280G of the
Internal

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<PAGE>

Revenue  Code of 1986,  as amended  (collectively  the  "Code")),  such lump sum
severance  payment  (or, at  Employee's  election,  such other  payments  and/or
benefits,  or a combination of such other payments and/or benefits and such lump
sum severance  payment) shall be reduced to the largest amount as will result in
no  portion of the lump sum  severance  payment  under this  Section 3 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,  or 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.  The term "Base  Compensation" shall mean an average of the annual cash
compensation  paid to Employee by the Company and any of its subsidiaries in the
form of salary or  bonuses  (including  any  amount  that is the  subject  of an
elective  deferral by Employee)  during the five  taxable  years (or such lesser
period as  Employee  was  employed  by the  Company or any of its  subsidiaries)
immediately preceding the Change in Control which was includable in gross income
(or would have been so included but for any such

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<PAGE>

elective deferral) by Employee for federal income tax reporting purposes; and

                  (b) arrange to provide  Employee,  for a six-month  period (or
such shorter period as Employee may elect),  with  disability,  accident,  group
life, medical and dental insurance, all of which shall be prepaid, substantially
similar to those  insurance  benefits  which  Employee is receiving  immediately
prior to the Notice of Termination.  Benefits  otherwise  receivable by Employee
pursuant to this Section 3(b) shall be reduced to the extent comparable benefits
are  actually  received  by  Employee  during such  six-month  period  following
termination (or such shorter period elected by Employee),  and any such benefits
actually received by Employee shall be reported by Employee to the Company.

         Notwithstanding  any other provision of this Agreement,  if a Change in
Control occurs while Employee is still an employee of the Company, Employee may,
after 90 days and  within 120 days of the  Change in  Control  and upon  written
notice given in accordance with Section 9(b),  terminate employment without Good
Reason,  and shall  thereupon be entitled to one-half (1/2) of the  compensation
described in this Section 3.

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<PAGE>

         4. 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,  except to the extent provided in
Section 3 above.

         5. No  Effect  on Other  Contractual  Rights.  The  provisions  of this
Agreement, and any payment provided for hereunder,  shall not reduce any amounts
otherwise payable,  or in any way diminish Employee's existing rights, or rights
which would accrue solely as a result of the passage of time,  under any Benefit
Plan, employment agreement or other contract,  plan or arrangement,  except that
the provisions of this Agreement and any payment  provided for hereunder,  shall
be in lieu of  payments  otherwise  due to Employee  under any of the  Company's
severance pay policies on account of Employee's  termination of employment  upon
(or in anticipation of, as set forth in Section 2(b)) the occurrence of a Change
in Control.

         6. Successor to the Company. The Company shall require any successor or
assign (whether direct or indirect, by purchase,

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<PAGE>

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 6 or which otherwise becomes bound by
all the terms and provisions of this Agreement by operation of law.

         7. 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 Employee  hereunder,
all such amounts,  unless otherwise provided herein, shall be paid in accordance
with the  terms of this  Agreement  to  Employee's  devisee,  legatee,  or other
designee or, if there be no such designee, to Employee's estate.

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<PAGE>

         8. 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 8 shall take place in San
Francisco, California.

         9.       Notice.

                  (a) General.  For purposes of this Agreement,  notices and all
other communications provided for in the 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  94304-1223
                  Attention:  President 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 change 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 9, 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.

         10. 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

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<PAGE>

and construed in accordance with the laws of the State of California.

         11. 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.

         12.  Confidentiality.  Employee  shall retain in confidence any and all
confidential  information  known to  Employee  concerning  the  Company  and its
business so long as such information is not otherwise publicly disclosed.

         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

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original but all of which together will constitute one and the same instrument.

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



                                          WATKINS-JOHNSON COMPANY, a California
                                          corporation


                                          By ____________________________

                                             Title: _____________________



                                          _______________________________

                                          Employee


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