Exhibit 10.24


                    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  Scott  Buchanan
("Employee").

         The Company's  Board of Directors has determined that it is appropriate
to reinforce and encourage the continued attention and dedication of Employee to
his assigned duties without distraction in potentially disturbing  circumstances
arising from the possibility of a Change in Control (as defined in Section 2(a))
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

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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 by the Company
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.


                  (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

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be converted into cash, securities or other property, other than 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
operating  businesses,  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.

                  (b) Triggering Event. A "Triggering  Event" shall be deemed to
have occurred if either (i) a Change in Control  occurs while  Employee is still
an  employee  of the  Company  or any of its  subsidiaries  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 (x) by the Company other than for death,
Disability or Cause or (y) 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

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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 Termination  (as required by Section 9(b)) is thereafter
given by the Company, Employee shall not have returned to the full-time

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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.  For purposes of this  Agreement,  "Good  Reason"
shall mean any of the following (without Employee's express written consent):

                  (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

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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 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

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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.

         (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.

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         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 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)(y))  the
corporation to which the applicable assets of the Company have been transferred;
provided,  however,  that (a) Employee may treat the  occurrence of a Triggering
Event as a material  breach of this  Agreement and may terminate  this Agreement
upon written notice given (in  accordance  with Section 9(b)) within 120 days of
the  occurrence  of a  Change  in  Control,  unless  Employee's  employment  has
theretofore been terminated for death, Disability or Cause, and (b) Employee may
terminate  this  Agreement  for  Good  Reason  at any time  prior to the  second
anniversary  of a Change in Control and during the remainder of the term of this
Agreement as specified in Section 1(a). Upon such  termination by Employee under
this Section 3, or upon the termination of Employee's  employment by the Company
without  Cause  at any time  prior  to the  second  anniversary  of a Change  in
Control, the Company shall:

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                  (i)    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 the
aggregate of (x) 299.999% of Employee's "Base  Compensation" (as defined below),
plus (y) an amount equal to (A) the amount previously determined by the Board as
Employee's  target bonus for the calendar year in which Notice of Termination is
given by  Employee  or the  Company,  as the case  may be,  multiplied  by (B) a
fraction,  the  numerator of which shall be the number of days that have elapsed
during such calendar  year,  through and including the date on which such Notice
of Termination is given,  and the  denominator of which shall be 365;  provided,
however,  that if the lump sum  severance  payment  under this Section 3, either
alone or together  with other  payments (or the value of other  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  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

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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,  and 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 subject of an elective  deferral by Employee) during the five
taxable years  immediately  preceding the Change in Control which was includable
in gross  income  (or would  have  been so  included  but for any such  elective
deferral) by Employee for federal income tax reporting purposes; and

                  (ii)   arrange to provide  Employee,  for a  thirty-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

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insurance   benefits  which  Employee  is  receiving   immediately  prior  to  a
termination by Employee under this Section 3. Benefits  otherwise  receivable by
Employee  pursuant to this  Section 3 shall be reduced to the extent  comparable
benefits are actually  received by Employee during such thirty-six  month period
(or such shorter  period  elected by Employee),  and any such benefits  actually
received by Employee shall be reported by Employee to the Company.

         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,

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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,  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

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         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.

         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:

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                  If to the Company:

                  Watkins-Johnson Company
                  3333 Hillview Avenue
                  Palo Alto, California  94304-1223
                  Attention:  President of the Company

                  If to Employee:

                  Scott Buchanan
                  5144 Independence Drive
                  Pleasanton, California  94566

         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

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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.

         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.

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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.

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

                                        WATKINS-JOHNSON COMPANY, a California
                                        corporation





                                         By /s/ W. Keith Kennedy
                                            --------------------
                                         Title: President & CEO
                                                ---------------


                                                /s/ Scott G. Buchanan
                                                ---------------------
                                                    Scott Buchanan

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