Exhibit 10.20

                               SEVERANCE AGREEMENT
                               -------------------

THIS SEVERANCE AGREEMENT (the "Agreement"),  dated___________________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 of the  Company has
                not occurred within such three-year period; (ii) the termination
                of the  Employee's  employment  based on death,  disability  (as
                defined in Section  3(b)) or cause (as defined in Section  3(c))
                or by the  Employee  other than for Good  Reason (as  defined in
                Section 3(d)); or (iii) three years from the date of a Change in
                Control of the Company.

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

         2.     Change in Control.

                (a) No compensation shall be payable under this Agreement unless
                and until  there  shall  have been a Change  in  Control  of the
                Company  while the Employee is still an employee of the Company,
                and the Employee's  employment by the Company  thereafter  shall
                have been  terminated  by the  Company  other than  pursuant  to
                Sections  3(b) or 3(c) or by the  Employee  for Good  Reason (as
                defined in Section 3(d) below),  or by the Employee  pursuant to
                Section 3(g).

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                (b)  Definition of Change in Control.  A Change in Control shall
                be deemed to have occurred if (i) there shall be consummated any
                consolidation  or merger of the  Company in which the Company is
                not the continuing or surviving corporation or pursuant to which
                shares of the  Company's  Common Stock would 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  of  the   surviving   corporation
                immediately after the merger,  or 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 stockholders of the Company approve a plan
                or proposal for the  liquidation  or dissolution of the Company,
                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.

         3.     Termination Following Change in Control.

                (a)  Termination  of  Employment.  If a Change in Control occurs
                while  Employee is still an employee  of the  Company,  Employee
                shall be entitled to the compensation provided in Section 4 upon
                the subsequent termination of the Employee's employment with the
                Company  unless the  termination  is a result of Employee's  (i)
                death; (ii) Disability  (Section 3(b)); (iii) termination by the
                Company for Cause (Section 3(c)); or (iv) Employee's decision to
                terminate employment with the Company other than for Good Reason
                (Section 3(d)), or pursuant to Section 3(g).

                (b) Disability. If, as a result of the Employee's incapacity due
                to  physical or mental  illness,  the  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  is  thereafter  given by the Company,  the Employee
                shall not have  returned  to the  full-time  performance  of the
                Employee's  duties, the Company may terminate this Agreement for
                "Disability."

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                (c) 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 the  Employee  in  misconduct  which  is
                demonstrably  and  materially  injurious  to the Company and its
                subsidiaries  taken  as a  whole.  An act,  or  omission  of the
                Employee  shall not be  considered  "willful"  unless  done,  or
                omitted to be done,  by the  Employee  without  good faith and a
                reasonable  belief  that  the act or  omission  was in the  best
                interests of the Company and its subsidiaries.  The 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 the  purpose  (after
                reasonable  notice to the  Employee and an  opportunity  for the
                Employee,  together  with the  Employee's  counsel,  to be heard
                before  the  Board),  finding  the  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, the 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 7.

                (d) Good Reason.  After a Change in Control of the Company,  the
                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 the Employee's express written consent):

                       (i) the  assignment  to the  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 of the  Company
                       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 the  Employee's  base
                       salary in effect  on the date of a Change in  Control  of
                       the Company 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  the  Employee  may acquire
                       securities  of the  Company,  in which  the  Employee  is
                       participating  at the time of a Change in  Control of the
                       Company (or any other plans  providing  the Employee with
                       substantially  similar benefits,  hereinafter referred to
                       as "Benefit  Plans"),  or the taking of any action by the
                       Company  which  would  adversely  affect  the  Employee's
                       participation  in or  materially  reduce  the  Employee's
                       benefits  under  any such  Benefit  Plan or  deprive  the
                       Employee of any material  fringe  benefit  enjoyed by the
                       Employee  at the  time  of a  Change  in  Control  of the
                       Company; unless an equitable substitute arrangement

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<PAGE>

                       (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 the  Employee's
                       relocation   to  any  place  other  than  the   principal
                       executive  offices of the  Company,  except for  required
                       travel by the  Employee on Company  business to an extent
                       substantially  consistent  with the  Employee's  business
                       travel  obligations at the time of a Change in Control of
                       the Company;

                       (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 paragraph 6; or

                       (vii)  any  purported   termination   of  the  Employee's
                       employment which is not effected  pursuant to a Notice of
                       Termination  satisfying the  requirements of Section 3(e)
                       below. For purposes of this Agreement,  no such purported
                       termination shall be effective.

                (e)  Notice  of  Termination.   Any  purported   termination  of
                employment   shall  be  communicated  by  a  written  Notice  of
                Termination to Employee in accordance  with Section 8, 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.

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

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<PAGE>

                (g) 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, terminate employment without Good Reason,
                and  shall  thereupon  be  entitled  to  one-half  (1/2)  of the
                compensation, described in paragraph 4.

         4.     Severance Compensation upon  Termination  of  Employment. If the
         Employee's employment shall be terminated (a) by the Company other than
         pursuant  to Sections  3(b) or 3(c),  or (b) by the  Employee  for Good
         Reason, the Company shall:

                (a) pay to the 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 the  Employee's  "Base  Compensation"  (as
                defined  below);  provided,   however,  that  if  the  lump  sum
                severance payment under this Section 4, either alone or together
                with other  payments which the Employee has the right to receive
                from the Company,  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  28OG  of the
                Internal  Revenue  Code of 1986,  as amended  (collectively  the
                "Code")),  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  4  not  being  fully
                deductible  by the  Company as a result of  Section  28OG of the
                Code.  The  determination  of  any  reduction  in the  lump  sum
                severance payment under this Section 4 pursuant to the foregoing
                provision  shall be made  exclusively by the Company's  auditors
                prior to the Change in Control (whose fees and expenses shall be
                born 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 the  Employee  by the
                Company  and any of its  subsidiaries  in the form of  salary or
                bonuses  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 of the Company which
                was  includable  in gross  income by the  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 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 4(b)
                shall be reduced to the extent comparable  benefits are actually
                received by the Employee during such six-month  period following
                termination  (or such shorter  period  elected by the Employee),
                and any such  benefits  actually  received by Employee  shall be
                reported by Employee to the Company.

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<PAGE>

         5.     No Obligation  to Mitigate  Damages.  The 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 the  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
         4 above.

                (a) 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
                the  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 the  Employee  under  any  of  the  Company's
                severance pay policies.

         6.     Successor to the Company.

                (a) 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.

                (b) Heirs of the  Employee.  This  Agreement  shall inure to the
                benefit of and be  enforceable  by the  Employee's  personal and
                legal representatives,  executors,  administrators,  successors,
                heirs,  distributees,  devises  and  legatees.  If the  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
                the Employee's devisee,  legatee, or other designee or, if there
                be no such designee, to the Employee's estate.

         7.     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  7  shall  take  place  in  San  Francisco,
         California.

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         8.     Notice.  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 the Employee:

                ___________________
                ___________________
                ___________________
                ___________________


         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.

         9.     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.

         10.    Legal Fees and Expenses.  The Company  shall pay all  reasonable
         legal fees and expenses which the Employee may incur as a result of the
         Company's  contesting  the validity,  enforceability  or the 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 the Employee was in fact terminated for Cause.

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

         12.    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.

         13.    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_____________________

                             Title:__________________




                             Title:__________________


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