**EXHIBIT10.28**

 

 

**WJ COMMUNICATIONS, INC.**

**401 RIVER OAKS PARKWAY**

###### **SAN JOSE, CALIFORNIA 95134**

###### ** **

January 13, 2006

 

Mr. Morteza Saidi

 

Re: Employment Agreement

 

Dear Mr. Saidi:

 

This letter agreement (this “Agreement”)sets forth the terms and conditions of your employment with WJ Communications,Inc. (the “Company”), effective as of January16, 2006  (the “Effective Date”).You acknowledge that if the Effective Date does not occur on or before January16, 2006, the Company shall have no obligation to employ you and this Agreementshall terminate.

 

1.                                       Employmentand Services. The Company shall employ you as Vice President of Engineeringof the Company, for the period beginning on the Effective Date and ending upontermination pursuant to Section 5 below (the “Employment Period”). During theEmployment Period, you shall render such services to the Company and itsaffiliates and subsidiaries as the Chief Executive Officer and the Board ofDirectors of the Company (the “Board”) shall reasonably designate from time totime, and you shall devote your best efforts and full time and attention to thebusiness of the Company; provided, however, you may participate in outsideactivities as long as such activities do not interfere with your obligationsunder this Agreement, are not competitive with the Company, and you receiveprior approval from the Board (which approval will not be unreasonablywithheld).

 

2.                                       Compensation.

 

a.                                       AnnualBase Salary. The Company shall pay you an annual base salary (“Annual BaseSalary”) of Two Hundred Twenty Five Thousand Dollars ($225,000) during theEmployment Period, subject to annual review in each year of the EmploymentPeriod thereafter (for any partial year during the Employment Period, theAnnual Base Salary shall be prorated based on the number of days during suchyear in which you are employed by the Company). The first such annual reviewwill occur during or about April 2007. Your Annual Base Salary may be increasedin years following the first year of employment but may not be decreased. Asused herein, the term “Annual Base Salary” refers to the Annual Base Salary asso increased. Such Annual Base Salary shall be payable in installments inaccordance with the Company’s regular payroll practices.

 

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b.                                      Bonus.In addition, subject to the immediately subsequent Section, you will beeligible to receive a bonus, calculated and paid based upon the current plan(but not to exceed yearly), to be paid as soon as practicable after each planperiod, but not later than one hundred twenty (120) days after the end of eachsuch plan period. In order to determine the amount of such bonus, the Companyshall determine appropriate business targets and certain individual objectivesfor you for each plan period, and your bonus for each such plan period shall bebased upon the extent to which the Company and you attain such targets andobjectives. Your plan period bonus target shall be 60% of your plan periodAnnual Base Salary. The determination of appropriate business targets withrespect to each plan period shall take place not later than thirty (30) daysfollowing the receipt by the Board from the Company’s senior management of theCompany’s operating budget with respect to such fiscal period.

 

c.                                       Notwithstandinganything herein to the contrary, there shall be deducted or withheld from allamounts payable to you under this Agreement amounts for all federal, state,city or other taxes required by applicable law to be so withheld or deductedand any other amounts authorized for deduction by or required by law.

 

3.                                       Options.

 

a.                                       Options.You will be granted as of the Effective Date a non-qualified stock option topurchase 540,000  shares of Common Stockof the Company, with a per share exercise price equal to the per share fairmarket value of the Common Stock of the Company as of the Effective Date (the “OptionGrant”). The Option Grant will be in accordance with WJ Communications, Inc.2000 Employee Stock Incentive Plan and shall be subject to the terms and conditionsset forth in the attached Executive Time Vesting Stock Option Agreement (the “OptionAgreement”) to be entered into between the Company and you simultaneously withentering into this Agreement. Any of the foregoing and the terms and conditionsof the Option Agreement to the contrary notwithstanding, upon the earlier tooccur of (A) the termination of your employment within six (6) months of theoccurrence of a Change in Control (as defined in the Executive Time VestingStock Option Agreement), which termination is (i) by the Company other than forCause (as defined below), or (ii) by you with Good Reason (as defined below),you shall be fully vested in any then unvested shares under the Option Grant(it being understood that there shall not be accelerated vesting of the sharesunder the Option Grant upon any other termination of your employment).

 

## b.                                      Performance-VestedStock Options. 180,000 Shares of the stock options shall vestbased on performance (“Performance Shares”) subject to the terms and conditionsof the Plan and the applicable Performance Stock Option Agreement (the “PerformanceAward”). The Performance Shares shall vest conditioned on your satisfaction ofcertain performance targets and objectives.

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c.                                       Time-VestedRestricted Stock. As of the Effective Date, you will be granted 10,000shares of Restricted Stock. These shares of Restricted Stock will vest on theone-year anniversary of the Effective Date.

 

4.                                       Benefits.During the Employment Period, you shall be entitled to participate in the Company’sfringe benefit plans for its executives, subject to and in accordance withapplicable eligibility requirements, such as group medical, dental and visioncare insurance, executive medical reimbursement, tax preparation, 401(k),employee stock purchase program, life and disability insurance plans and allother benefit plans (other than severance and equity-based plans orarrangements) generally available to the Company’s executive officers. Inaddition, the Company will reimburse your reasonable out-of-pocket expensesincurred in connection with the performance of your duties hereunder,consistent with Company policy. You shall be entitled to take time off inaccordance with the Company’s top management vacation policy.

 

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5.                                       Terminationand Severance. The Employment Period shall terminate on the first to occurof (i) thirty (30) days following written notice by you to the Company of yourresignation without Good Reason (it being understood that you will continue toperform your services hereunder during such thirty (30) day period ifrequested, but the Company may terminate your services sooner if it so elects),(ii) thirty (30) days following written notice by you to the Company of yourresignation with Good Reason (it being understood that you will continue toperform your services hereunder during such thirty (30) day period providedthat the Company does not elect to terminate your employment sooner if it soelects), (iii) your death or Disability (as defined below), (iv) a vote of theBoard directing such termination for Cause, (v) a vote of the Board directingsuch termination without Cause, or (vi) the third (3rd) anniversary of theEffective Date (the “Scheduled Expiration Date”); provided, however, that theScheduled Expiration Date shall be automatically extended for successiveone-year periods unless, at least ninety (90) days prior to the then-currentScheduled Expiration Date, either the Company or you shall give written noticeto the other of an intention not to extend the Employment Period. In the eventof termination of the Employment Period pursuant to clause (ii) or (v) above,the Company shall pay to you an amount equal to your Annual Base Salary as ineffect immediately prior to the termination of the Employment Period, suchamount to be paid periodically in accordance with the Company’s regular payrollpractices over the twelve (12) month period immediately following suchtermination (the “Severance Benefit”).

 

Notwithstanding the preceding sentence, theSeverance Benefit shall be computed as an amount equal to one hundred fiftypercent (150%) of your Annual Base Salary as in effect immediately prior to thetermination of the Employment Period and shall be paid periodically inaccordance with the Company’s regular payroll practices over the twelve (12)month period immediately following such termination solely in a circumstance inwhich there has occurred a Change in Control (as defined in the OptionAgreement) within six (6) months prior to any termination by you for GoodReason or by the Company without Cause. Notwithstanding anything in thisAgreement to the contrary, in the event that payment of the Severance Benefit,either alone or together with other payments (or the value of other benefits)which you have the right to receive from the Company in connection with aChange in Control, would not be deductible (in whole or in part) by the Companyas a result of the Severance Benefit or other payments or benefits constitutinga “parachute payment” within the meaning of Section 280G of the InternalRevenue Code of 1986, as amended (the “Code”), the Severance Benefit (or, atyour election, such other payments and/or benefits, or a combination of suchother payments and/or benefit and/or the Severance Benefit) shall be reduced tothe largest amount as will result in no portion of the Severance Benefit (orsuch other payments and/or benefits) not being fully deductible by the Companyas a result of Section 280G of the Code. The determination of the amount of anysuch required reduction pursuant to the foregoing provision, and the valuationof any non-cash benefits for purposes of such determination, shall be madeexclusively by the firm that was acting as the Company’s auditors prior to theChange in Control (whose fees and expenses shall be borne by the Company, andsuch determination shall be conclusive and binding).

 

Except as otherwise setforth in this Section 5 or pursuant to the terms of employee benefit plans inwhich you participate pursuant to Section 4, you shall not be entitled to anycompensation or other payment from the Company in connection with thetermination of your employment hereunder. In addition to the Severance Benefit,under circumstances in which the Severance Benefit is payable, you shall alsoremain eligible to receive group health insurance benefits under the Company’sbenefit plans for one year following the termination of your employment withthe Company so long as such benefit plans permit such continued participation(or for three years following the termination of your employment with theCompany in the event that the enhanced Severance Benefits are payable inconnection with a Change in Control pursuant to the third sentence of the firstparagraph of this Section 5) (the “Termination Benefit”).

 

Notwithstanding theSeverance Benefit payment schedule described above, if necessary to comply withSection 409A of the Code, during the first six months after your termination,your Serverance Benefits will accrue and become payable in a lump sum paymenton the second day of the seventh month after termination.

 

For purposes of thisAgreement, the following definitions will apply:  (a) “Good Reason” shall mean the occurrenceof any of the following without your consent which shall remain uncured for aperiod of not less than thirty (30) days following your delivery of notice ofsuch occurrence to the Company (it being understood that your failure todeliver such notice in a timely manner shall waive your rights to allege Good Reason):  (i) the transfer of your principal place ofemployment to a geographic location more than 50 miles from the currentlocation of the Company’s principal headquarters, (ii) any material breach

 

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of this Agreement by theCompany which is not cured or which the Company is not undertaking to curewithin thirty (30) days after the Company has received written notice from youidentifying the breach in reasonable detail; or (iii) a significant reductionof your duties, position, or responsibilities (including a change in reportingobligations), relative to your duties, position, or responsibilities in effectimmediately prior to such reduction; (b) “Cause” shall mean any of thefollowing acts or circumstances:  (i)willful destruction by you of Company property having a material value to theCompany, (ii) fraud, embezzlement, theft, or comparable dishonest activitycommitted by you against the Company, (iii) your conviction of or entering aplea of guilty or nolo contendere to any crime constituting a felony or anymisdemeanor involving fraud, dishonesty or moral turpitude, (iv) your breach,neglect, refusal, or failure to discharge your duties under this Agreement(other than due to Disability) or any Company policy or your failure to complywith the lawful directions of the President, CEO or the Board, in any such casethat is not cured within fifteen (15) days after you have received writtennotice thereof from the President, CEO or the Board, or (v) a willful andknowing material misrepresentation regarding the business or affairs of theCompany to the President, CEO or the Board; and (c) “Disability” shall meanthat for a period of three (3) consecutive months or an aggregate of four (4)months in any twelve (12) month period you are incapable of substantiallyfulfilling the duties of your positions as set forth in Section 1 because ofphysical, mental or emotional incapacity, injury, sickness or disease to theextent consistent with the Americans with Disabilities Act of 1990 and/orapplicable state law. With regard to the definition of “Disability” in clause(c) above, any question as to the existence or extent of the Disability uponwhich you and the Company cannot agree shall be determined by a qualified, independentphysician selected by the Company. The determination of any such physicianshall be final and conclusive for all purposes; provided, however, that you oryour legal representatives shall have the right to present to such physiciansuch information as to such Disability as you or they may deem appropriate,including the opinion of your personal physician.

 

6.                                       ConfidentialInformation. You acknowledge that information obtained by you whileemployed by the Company or any affiliate thereof concerning the business oraffairs of (i) the Company, its affiliates and subsidiaries, including but notlimited to trade secrets, confidential knowledge, data or other proprietaryinformation relating to products, processes, know-how, designs, formulas,developmental or experimental work, computer programs, databases, otheroriginal works of authorship, customer lists, business plans, financialinformation or other subject matter pertaining to any business of the Companyor any of its clients, consultants or licensees or (ii) any enterprise which isthe subject of an actual or potential transaction (“Potential Transaction”),considered,evaluated, reviewed or otherwise, made known to Fox Paine & Company, LLC,the Company, its affiliates or subsidiaries, or you (“Confidential Information”)is the property of the Company. You shall not, without the prior writtenconsent of the Board, disclose to any person or use for your own account anyConfidential Information except (i) in the normal course of performance of yourduties hereunder, (ii) to the extent necessary to comply with applicable laws(provided that you shall give the Company prompt notice providing a reasonabletime for the Company to seek a protective order prior to any such disclosure),or (iii) to the extent that such information becomes generally known to andavailable for use by the public other than as a result of your acts oromissions to act. Upon termination of your employment or at the request of thePresident, CEO or the Board at any time, you shall deliver to the President,CEO or the Board all documents containing Confidential Information or relatingto the business or affairs of the Company, its affiliates and subsidiaries thatyou may then possess or have under your control.

 

7.                                       Non-Solicitation.

 

## a.                                       Non-Solicitation. As a meansreasonably designed to protect the Company’s Confidential Information, youagree that, for a period of twelve (12) months from the conclusion of theEmployment Period, you will not directly, indirectly or as an agent on behalfof or in conjunction with any person, firm, partnership, corporation or otherentity (i) hire, solicit, encourage the resignation of or in any other mannerseek to engage or employ any person (other than your personal assistant) who isthen, or within the prior three (3) months had been, an employee of theCompany, whether or not for compensation and whether or not as an officer,consultant, adviser, independent sales representative, independent contractoror participant, or (ii) call upon, solicit, divert or take away or attempt tosolicit, divert or take away, any client, customer, business partner,consultant, patron of the Company, or any other person or entity with whom theCompany has a current business relationship or with whom the Company develops sucha relationship during the Employment Period, and concerning whom you acquiredConfidential Information during the Employment Period.

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b.                                      Scopeof Restriction. If, at the time of enforcement of this Section 7, a courtshall hold that the duration, scope or area restrictions stated herein areunreasonable under circumstances then existing, the parties hereto agree thatthe maximum duration, scope or area reasonable under such circumstances shallbe substituted for the stated duration, scope or area.

 

c.                                       WorksMade For Hire. You agree that all intellectual property rights,developments, designs, computer software, inventions, applications andimprovements, including but not limited to trade names, assumed names, servicenames, service marks, trademarks, logos, patents, copyrights, licenses,formulas, trade secrets and technology, whether in design, methods, processes,formulae, machines or devices and all other applications (collectively, “Inventions”),whether made, created, invented, devised, acquired, succeeded to (whether bydevise, estate, testamentary disposition or otherwise), or developed for theCompany by you during the Employment Period or prior to the date of thisAgreement, other than Inventions made, created, invented, devised or developedby you (i) on your own personal time, (ii) without the use of the Company’sequipment, supplies, facilities and resources and (iii) which are not relatedto the sale, manufacture, distribution, marketing development or provision ofproducts, components, equipment, hardware, other technology or services (of anysort) in the wireless communications industry (collectively, “UnrelatedInventions”), are works made for hire and shall be the exclusive property ofthe Company without separate compensation to you. You will, at the request andexpense of the Company made at any time, execute and deliver to the Company orits nominee such applications and instruments as may be desirable andappropriate for obtaining for the Company or its nominee, patents, copyrights,trademarks, know-how and other intellectual property protection of the UnitedStates and all other countries for vesting in the Company or its nominee, allof your claim, right, title and interest in said Inventions and formaintaining, enforcing and funding the same, and to otherwise vest in orevidence the Company’s or its nominee’s exclusive ownership of all of therights referred to herein. In the event that, for whatever reason, the resultsof your past or future work for the Company should not be deemed to be worksmade for hire, you agree to assign, and you hereby do assign, to the Company orits nominee all claim, right, title and interest, in any country, to each andevery of the inventions that is the result of work done in the course of yourpast or future employment by the Company, or that you create or develop, orthat you acquire by whatever means that was created or developed, in whole orin part by using the Company’s equipment, supplies, resources or facilities. Eachand every such assignment is and shall be in consideration of this Agreementwith the Company, and no further consideration therefore is or shall beprovided to you by the Company. You hereby waive enforcement of any moral orlegal rights which might limit the Company’s rights to exploit any of theforegoing materials in any manner.

 

d.                                      EquitableRelief. You acknowledge that the provisions contained in Sections 6 and 7of this Agreement are reasonable and necessary to protect the legitimateinterests of the Company, that any breach or threatened breach of suchprovisions will result in irreparable injury to the Company and that the remedyat law for such breach or threatened breach would be inadequate. Accordingly,in the event of the breach by you of any of the provisions of Sections 6 and 7of this Agreement, the Company, in addition and as a supplement to such otherrights and remedies as may exist in its favor, may apply to any court of law orequity having jurisdiction to enforce this Agreement, and/or may apply for andhave the right to injunctive relief against any act that would violate any ofthe provisions of this Agreement (without being required to post a bond). Youfurther agree that injunctive relief may be sought and obtained for any breachor threatened breach of Section 6 or Section 7 without a showing of irreparableinjury, in order to prevent any such breach or threatened breach. Such right toobtain injunctive relief may be exercised, at the option of the Company, concurrentlywith, prior to, after, or in lieu of, the exercise of any other rights orremedies that the Company may have as a result of any such breach or threatenedbreach.

 

8.                                       Survival.Any termination of your employment or of this Agreement shall have no effect onthe continuing operation of Sections 5, 6, or 7 for the periods specifiedtherein.

 

9.                                       Waiverof Claims. You agree as a condition to your receipt of any TerminationBenefit or Severance Benefit pursuant to paragraph 5 hereof, you will agree, asof the date of such termination, to waive, discharge and release any and allclaims, demands and causes of action, whether known or unknown, against theCompany, its affiliates and subsidiaries, and their respective current andformer directors, officers, employers, attorneys and agents arising out of,connected with or incidental to your employment or other dealings with theCompany, its affiliates or subsidiaries, which you or anyone acting on yourbehalf might otherwise have had or asserted and any claim to any compensationor benefits from your employment with the Company or its affiliates (other thanemployee benefits to be provided pursuant to the terms of paragraph 5 hereof orof any employee benefit plans as set forth in paragraph 4 hereof).

 

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Notwithstandinganything contained herein to the contrary, no Termination Benefit or SeveranceBenefit payments shall be made under this Agreement or otherwise until suchtime as you have delivered an executed release of claims and any applicablerevocation periods under state or federal law have expired. The Company agrees,as further consideration for your waiver, to concurrently execute a waiver ofunknown clams against you on terms and conditions substantially identical tothe waiver provided by you (it being understood that the Company mayspecifically reserve claims identified in writing by the Company at the timethat such waiver is provided).

 

10.                                 GoverningLaw. This Agreement and all questions concerning the construction, validityand interpretation of this Agreement shall be governed by and determined inaccordance with the internal law, and not the law of conflicts, of the State ofCalifornia.

 

11.                                 Notices.All demands, notices and communications hereunder shall be in writing and shallbe deemed to have been duly given, if mailed, by registered or certified mail,return receipt requested, or, if by other means, when received by the otherparty at the address set forth herein, or such other address as may hereafterbe furnished to the other party by like notice. Notice or communicationhereunder shall be deemed to have been received on the date delivered to orreceived at the premises of the addressee if delivered other than by mail, andin the case of mail, three days after the depositing of the same in the UnitedStates mail as above stated (or, in the case of registered or certified mail,by the date noted on the return receipt). Notices shall be addressed asfollows:

 
| If to the Executive: |   |                               |
|----------------------|--------|------------------------------------|
|                 |   | Mr. Morteza Saidi                  |
|                 |   |                               |
| If to the Company:   |   | WJ Communications, Inc.            |
|                 |   | 401 River Oaks Parkway             |
|                 |   | San Jose, CA 95134                 |
|                 |   | Attention: Chief Executive Officer |

 

Either party may change the address to which said notices are to besent or given by written notice of such change to the other parties in themanner set forth above.

 

12.                                 SeparabilityClause. Any part, provision, representation or warranty of this Agreementwhich is prohibited or which is held to be void or unenforceable shall beineffective to the extent of such prohibition or unenforceability withoutinvalidating the remaining provisions hereof.

 

13.                                 Successorsand Assigns; Assignment of Agreement. This Agreement shall bind and inureto the benefit of and be enforceable by the parties hereto and the respectivesuccessors and assigns of the parties hereto. As used in this Agreement, “Company”shall mean the Company as hereinbefore defined and any successors to itsbusinesses and/or assets as aforesaid which assume and agree to perform thisAgreement by operation of law, or otherwise. This Agreement is personal to youand without the prior written consent of the Company shall not be assignable byyou otherwise than by will or the laws of descent and distribution

 

14.                                 Waiver.The failure of any party to insist upon strict performance of a covenanthereunder or of any obligation hereunder, irrespective of the length of timefor which such failure continues, shall not be a waiver of such party’s rightto demand strict compliance in the future. No consent or waiver, express orimplied, to or of any breach or default in the performance of any obligationhereunder, shall constitute a consent or waiver to or of any other breach ordefault in the performance of the same or any other obligation hereunder. Noterm or provision of this Agreement may be waived unless such waiver is inwriting and signed by the party against whom such waiver is sought to beenforced.

 

15.                                 EntireAgreement. This Agreement constitute the entire Agreement between theparties hereto with respect to the subject matter contemplated herein andsupersedes all prior agreements,

 

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whetherwritten or oral, between the parties, relating to the subject matter hereof. ThisAgreement shall not be modified except in writing executed by all partieshereto.

 

16.                                 Captions.Titles or captions of Sections and paragraphs contained in this Agreement areinserted only as a matter of convenience and for reference, and in no waydefine, limit, extend or describe the scope of this Agreement or the intent ofany provision hereof.

 

17.                                 Counterparts.For the purpose of facilitating proving this Agreement, and for other purposes,this Agreement may be executed simultaneously in any number of counterparts. Eachcounterpart shall be deemed to be an original, and all such counterparts shallconstitute one and the same instrument.

 

18.                                 Arbitration.Any dispute, controversy or claim arising under or in connection with thisAgreement, or the alleged breach hereof, shall be settled exclusively byprivate and confidential arbitration conducted by the American ArbitrationAssociation in accordance with the Rules of the Commercial Panel of theAmerican Arbitration Association then in effect (and not the Employment DisputeResolution Rules). Judgment upon the award rendered by the arbitrator(s) may beentered in any court having jurisdiction thereof. Any arbitration heldhereunder shall take place in Palo Alto, California. In addition, any dispute,controversy or claim arising under or in connection with your rights orobligations pursuant to any stock option or other equity arrangements betweenyou and the Company, shall be settled exclusively as provided for by the termsof the applicable Company plans.

 

19.                                 LegalFees. In the event of any dispute hereunder or the enforcement of any righthereunder that requires recourse to arbitration or litigation, the prevailingparty therein shall be entitled, in addition to other remedies, to recoverlegal fees and costs from the non-prevailing party, as determined by thearbitrator(s) or the court.

 

20.                                 Reimbursementof Legal Fees. The Company will reimburse you up to $3,000 for reasonablelegal advice expenses incurred by you in connection with the negotiation,preparation and execution of this Agreement.

 

21.                                 CertainConditions to Employment. Notwithstanding anything herein to the contrary,your employment and the Company’s obligations hereunder are conditioned uponyour successful passage of a drug and alcohol screening test, the Company’sverification of your past employment and educational experience and the Company’ssatisfaction in its sole discretion as to the results of any criminalbackground investigation or reference inquiry performed by it.

 

Please execute a copy ofthis letter Agreement in the space below and return it to the undersigned atthe address set forth above to confirm your understanding and acceptance of theagreements contained herein.

 
| Very truly yours,       |                    |
|-------------------------|-------------------------|
|                    |                    |
| WJ COMMUNICATIONS, INC. |                    |
|                    |                    |
|                    | By :                    | /s/ BRUCE W. DIAMOND |   |
|                    | Name:                   | Bruce W. Diamond |
|                    | Title:                  | President and CEO |
|                    |                    |
|                    |                    |
| Accepted and agreed to: |                    | /s/ MORTEZA SAIDI |   |
|                    | Name: Mr. Morteza Saidi |

 

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#### **Annex 1**

####  

##### **REPRESENTATIONS AND WARRANTIES**

**(In the event that you receive WJCommunications stock)**

 

In connection with thepurchase and sale of WJ Communications Stock hereunder, you represent andwarrant to the Company that:

 

(a)                                  TheWJ Communications Stock to be acquired by you pursuant to this Agreement shallbe acquired for your own account and not with a view to, or intention of,distribution thereof in violation of the Securities Act, or any applicablestate securities laws, and the WJ Communications Stock shall not be disposed ofin contravention of the Securities Act or any applicable state securities laws.

 

(b)                                 Youare an officer of the Company, are sophisticated in financial matters and areable to evaluate the risks and benefits of the investment in the WJCommunications Stock. You are an “accredited investor”, as defined inRegulation D promulgated under the Securities Act.

 

(c)                                  Tothe extent that any of the securities being purchased by you are not subject toan effective registration statement, you are able to bear the economic risk ofyour investment in such WJ Communications Stock for an indefinite period oftime and you understand that such securities cannot be sold unless subsequentlyregistered under the Securities Act or an exemption from such registration isavailable.

 

(d)                                 Youhave had an opportunity to ask questions and receive answers concerning theterms and conditions of the offering of WJ Communications Stock and have hadfull access to such other information concerning the Company as you haverequested. You have reviewed, or have had an opportunity to review, a copy ofthe Stockholders’ Agreement.

 

(e)                                  ThisAgreement constitutes a legal, valid and binding obligation of yours,enforceable in accordance with its terms, and the execution, delivery andperformance of this Agreement by you does not and shall not conflict with,violate or cause a breach of any agreement, contract or instrument to which youare a party or any judgment, order or decree to which you are subject.

 

(f)                                    Youare not a party to or bound by any employment agreement, noncompete agreementor confidentiality agreement with any person or entity other than the Company.

 

(g)                                 Youhave consulted with independent legal counsel regarding your rights andobligations under this Agreement and you fully understand the terms andconditions contained herein. You have obtained advice from persons other thanthe Company and its counsel regarding the tax effects of the transactioncontemplated hereby.

 

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