EXHIBIT
10.21        WJ COMMUNICATIONS,
INC. 401 RIVER OAKS
PARKWAY SAN JOSE,
CALIFORNIA  95134    Dec.
5, 2002   Mr. Fred Krupica 121 Calle Palo Colorado Santa
Barbara, CA 93105  Re: Employment Agreement  Dear
Mr. Krupica:  This letter
agreement (this Agreement) sets
forth the terms and conditions of your employment with WJ Communications, Inc.
(the Company), effective as of
December 9, 2002  (the Effective
Date). You acknowledge that if the Effective Date does not occur on or before
December 11, 2002, the Company shall have no obligation to employ you and this
Agreement shall terminate. 1.Employment and Services. 
The Company shall employ you as Senior Vice President and Chief
Financial Officer of the Company, for the period beginning on the Effective
Date and ending upon termination pursuant to Section 4 below (the Employment Period).  During the Employment Period, you shall
render such services to the Company and its affiliates and subsidiaries as the
Chief Executive Officer and the Board of Directors of the Company shall
reasonably designate from time to time, and you shall devote your best efforts
and full time and attention to the business of the Company. 2.Compensation. a.Annual Base Salary. 
The Company shall pay you an annual base salary (Annual Base Salary) of Two Hundred
Thousand Dollars ($200,000) during the Employment Period, subject to annual
review in each year of the Employment Period thereafter (for any partial year
during the Employment Period, the Annual Base Salary shall be prorated based on
the number of days during such year on which you are employed by the
Company).  The first such annual review
will occur during or about December 9, 2003. 
Your Annual Base Salary may be increased in years following the first
year of employment but may not be decreased. 
As used herein, the term Annual Base Salary refers to the Annual
Base Salary as so increased.  Such
Annual Base Salary shall be payable in installments in accordance with the
Companys regular payroll practices.  1 
   b.Bonus.  In addition, subject to the
immediately subsequent Section, you will be eligible to receive a bonus,
calculated and paid quarterly, to be paid as soon as practicable after each
fiscal quarter, but not later than one hundred twenty (120) days after the end
of each such fiscal quarter.  In order
to determine the amount of such bonus, the Company shall determine appropriate
business targets and certain individual objectives for you for each fiscal
quarter, and your bonus for each such fiscal quarter shall be based upon the
extent to which the Company and you attain such targets and objectives. Your
maximum quarterly bonus shall be 60% of your Quarterly Base Salary. The
determination of appropriate business targets with respect to each fiscal
quarter shall take place not later than thirty (30) days following the receipt
by the Board of Directors of the Company from the Companys senior management
of the Companys operating budget with respect to such fiscal period. c.Notwithstanding anything herein to the
contrary, there shall be deducted or withheld from all amounts payable to you
under this Agreement amounts for all federal, state, city or other taxes
required by applicable law to be so withheld or deducted and any other amounts
authorized for deduction by or required by law. 3.Options. As part of this offer, you will be granted a non-qualified stock
option to purchase 600,000 shares of the new company stock pending completion
of the ongoing transaction proposed by Fox Paine. In this case, the option
grant price will be the final transaction price per share. If the transaction
does not complete, then the option grant will be for WJ Communications Inc.
stock and the grant price will be the price of WJ Communications Inc. common
stock on the day the grant is made in accordance with the 2000 Employee Stock
Incentive Plan. This option to purchase common stock will vest over a four-year
period with 25% vesting on each anniversary of your employment commencement
date which is expected to be December 9, 2002. 
The Option Grant will be in accordance with WJ Communications, Inc. 2000
Employee Stock Incentive Plan and shall be subject to the terms and conditions
set forth in the attached Executive Time Vesting Stock Option Agreement (the Option Agreement) to be entered into
between the Company and you simultaneously with entering into this Agreement.
Any of the foregoing and the terms and conditions of the Option Agreement to
the contrary notwithstanding, upon the earlier to occur of (A) the termination
of your employment within six (6) months of the occurrence of a Change in
Control (as defined in the Executive Time Vesting Stock Option Agreement),
which termination is (i) by the Company other than for Cause (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 shares under the Option
Grant upon any other termination of your employment). 4.Benefits. a.On-Going Benefits. During the Employment Period, you shall be
entitled to participate in the Companys fringe benefit plans for its
executives, subject to and in accordance with applicable eligibility requirements,
such as group medical, dental and vision care insurance, executive medical
reimbursement, tax preparation, 401(k), employee stock purchase program, life
and disability insurance plans and all other benefit plans (other than
severance and equity-based plans or arrangements) generally available to the
Companys executive officers.  In
addition, the Company will reimburse your reasonable out-of-pocket expenses
incurred in connection with the performance of your duties hereunder,
consistent with Company policy.  You
shall be entitled to take time off in accordance with the Companys top
management vacation policy.  2 
   b.Temporary Living Benefits. You
will receive a temporary living benefit for up to 30 days temporary living
expenses, the total sum of which shall not exceed $7500. The temporary living
benefit is to assist you finding of suitable housing in the San Jose area and
it is understood that you will maintain a residence in the bay area as a condition
of your employment. 5.Termination and Severance. 
The Employment Period shall terminate on the first to occur of (i)
ninety (90) days following written notice by you to the Company of your
resignation without Good Reason (it being understood that you will continue to
perform your services hereunder during such ninety (90) day period if
requested, 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 your
resignation with Good Reason (it being understood that you will continue to
perform your services hereunder during such thirty (30) day period provided
that the Company does not elect to terminate your employment sooner if it so
elects), (iii) your death or Disability, (iv) a vote of the Board of the
Company directing such termination for Cause, (v) a vote of the Board of the
Company directing such termination without Cause, or (vi) the third (3rd)
anniversary of the Effective Date (the Scheduled
Expiration Date); provided, however, that the Scheduled Expiration
Date shall be automatically extended for successive one-year periods unless, at
least ninety (90) days prior to the then-current Scheduled Expiration Date,
either the Company or you shall give written notice to the other of an
intention not to extend the Employment Period. 
In the event of 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 in effect immediately prior to the termination of the Employment
Period, such amount to be paid periodically in accordance with the Companys
regular payroll practices over the twelve (12) month period immediately
following such termination (the Severance
Benefit). Not withstanding the preceding sentence, the Severance Benefit shall be
computed as an amount equal to one hundred fifty percent (150%) of your Annual
Base Salary as in effect immediately prior to the termination of the Employment
Period and shall be paid periodically in accordance with the Companys regular
payroll practices over the twelve (12) month period immediately following such
termination solely in a circumstance in which there has occurred a Change in
Control (as defined in the Option Agreement) within three (3) months prior to
any termination by you for Good Reason or by the Company without Cause.
Notwithstanding anything in this Agreement 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 a Change in Control, would not be deductible (in
whole or in part) by the Company as a result of the Severance Benefit or other
payments or benefits constituting a parachute payment within the meaning of
Section 280G of the Internal Revenue Code of 1986, as amended (the Code), the Severance Benefit (or, at your
election, such other payments and/or benefits, or a combination of such other
payments and/or benefit and/or the Severance Benefit) shall be reduced to the
largest amount as will result in no portion of the Severance Benefit (or such
other payments and/or benefits) 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).  3 
   Except as
otherwise set forth in this Section 5 or pursuant to the terms of employee
benefit plans in which you participate pursuant to Section 4, you shall not be
entitled to any compensation or other payment from the Company in connection
with the termination of your employment hereunder.  In addition to the Severance Benefit, under circumstances in
which the Severance Benefit is payable, you shall also remain eligible to
receive group health insurance benefits under the Companys benefit plans for
one year following the termination of your employment with the Company so long
as such benefit plans permit such continued participation (or for three years
following the termination of your employment with the Company in the event that
the enhanced Severance Benefits are payable in connection with a Change in Control
pursuant to the third sentence of the first paragraph of this Section 5). For purposes of
this Agreement, the following definitions will apply:  (a) Good Reason shall mean the occurrence of
any of the following without your consent which shall remain uncured for a
period of not less than thirty (30) days following your delivery of notice of
such occurrence to the Company (it being understood that your failure to
deliver such notice in a timely manner shall waive your rights to allege Good
Reason):  (i) the transfer of your
principal place of employment to a geographic location more than 50 miles from
the current location of the Companys principal headquarters, or (ii) any
material breach of this Agreement by the Company which is not cured or which
the Company is not undertaking to cure within thirty (30) days after the
Company has received written notice from you identifying the breach in
reasonable detail; (b) Cause shall mean any of the following acts
or circumstances:  (i) willful
destruction by you of Company property having a material value to the Company,
(ii) fraud, embezzlement, theft, or comparable dishonest activity committed by
you against the Company, (iii) your conviction of or entering a plea of guilty
or nolo contendere to any crime constituting a felony or any misdemeanor
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 comply with the
lawful directions of the President, CEO or the Board of the Company, in any
such case that is not cured within fifteen (15) days after you have received
written notice thereof from the President, CEO or the Board of the Company, or
(v) a willful and knowing misrepresentation to the President, CEO or the Board
of the Company; and (c) Disability shall mean that 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 substantially fulfilling the duties of
your positions as set forth in Section 1 because of physical, mental or
emotional incapacity, injury, sickness or disease.  With regard to the definition of Disability in clause (c)
above, any question as to the existence or extent of the Disability upon which
you and the Company cannot agree shall be determined by a qualified,
independent physician selected by the Company. 
The determination of any such physician shall be final and conclusive
for all purposes; provided, however, that you or your legal representatives
shall have the right to present to such physician such information as to such
Disability as you or they may deem appropriate, including the opinion of your
personal physician. 6.Confidential Information. 
You acknowledge that information obtained by you while employed by the
Company or any affiliate thereof concerning the business or affairs of (i) the
Company, its affiliates and subsidiaries or (ii) any enterprise which is the
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 written consent
of the Board of the Company, disclose to any person or use for your own account
any Confidential Information except (i) in the normal course of performance of
your duties hereunder, (ii) to the extent necessary to comply with applicable
laws (provided that you shall give the Company prompt notice [providing a
reasonable time 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 and available for use by the public other than as a result of your
acts or omissions to act.  Upon
termination of your employment or at the request of the  4 
   President, CEO or the Board of
the Company at any time, you shall deliver to the President, CEO or the Board
all documents containing Confidential Information or relating to the business
or affairs of the Company, its affiliates and subsidiaries that you may then
possess or have under your control. 7.Non-Solicitation. a.Non-Solicitation.  As
a means reasonably designed to protect the Companys Confidential Information,
you agree that, for a period of twelve (12) months from the conclusion of the
Employment Period, you will not directly, indirectly or as an agent on behalf
of or in conjunction with any person, firm, partnership, corporation or other
entity, (i) hire, solicit, or encourage the resignation of or in any other
manner seek to engage or employ any person who is then, or during the
Employment Period had been, an employee of the Company, whether or not for
compensation and whether or not as an officer, consultant, adviser, independent
sales representative, independent contractor or participant, or (ii) contact,
solicit, service or otherwise have any dealings with a direct competitor of the
Company related to the sale, manufacture, distribution, marketing or provision
of products, components, equipment, hardware, other technology or services (of
any sort) in the wireless communications industry or any other industry or
business or prospective industry or business in which the Company participates
or contemplates participating in as of such conclusion, with any person or
entity with whom the Company has a current or known prospective business
relationship or who is or was at any time during his employment with the
Company (including any predecessor or successor entity) a customer, vendor or
client or strategic alliance partner of the Company, provided in each case
described in clause (ii) that such activity by you does or could reasonable be
expected to have material adverse effect on the relationship between the
Company and any such third party. b.Scope of Restriction. 
If, at the time of enforcement of this Section 7, a court shall hold
that the duration, scope or area restrictions stated herein are unreasonable
under circumstances then existing, the parties hereto agree that the maximum
duration, scope or area reasonable under such circumstances shall be
substituted for the stated duration, scope or area. c.Works Made For Hire. 
You agree that all intellectual property rights, developments, designs,
computer software, inventions, applications and improvements, including but not
limited to trade names, assumed names, service names, 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 by
devise, estate, testamentary disposition or otherwise), or developed for the
Company by you during the Employment Period or prior to the date of this
Agreement, other than Inventions made, created, invented, devised or developed
by you (i) on your own personal time, (ii) without the use of the Companys
equipment, supplies, facilities and resources and (iii) which are not related
to the sale, manufacture, distribution, marketing development or provision of
products, components, equipment, hardware, other technology or services (of any
sort) in the wireless communications industry (collectively, Unrelated Inventions), are works made for
hire and shall be the exclusive property of the Company without separate
compensation to you.  You will, at the
request and expense of the Company made at any time, execute and deliver to the
Company or its nominee such applications and instruments as may be desirable
and appropriate for obtaining for the Company or its nominee, patents,
copyrights, trademarks, know-how and other intellectual property protection of
the United States and all other countries for vesting in the Company or its
nominee, all of your claim, right, title and interest in said Inventions and
for maintaining, enforcing and funding the same, and to otherwise vest in or
evidence the Companys or its nominees exclusive ownership of all of the
rights referred to herein. In the event that, for whatever reason, the results
of your  5 
   past or future work for the Company should
not be deemed to be works made for hire, you agree to assign, and you hereby do
assign, to the Company or its nominee all claim, right, title and interest, in
any country, to each and every of the inventions that is the result of work
done in the course of your past or future employment by the Company, or that
you create or develop, or that you acquire by whatever means that was created
or developed, in whole or in part by using the Companys equipment, supplies,
resources or facilities.  Each and every
such assignment is and shall be in consideration of this Agreement with the
Company, and no further consideration therefore is or shall be provided to you
by the Company.  You hereby waive
enforcement of any moral or legal rights which might limit the Companys rights
to exploit any of the foregoing materials in any manner. d.Equitable Relief. 
You acknowledge that the provisions contained in Sections 6 and 7 of
this Agreement are reasonable and necessary to protect the legitimate interests
of the Company, that any breach or threatened breach of such provisions will
result in irreparable injury to the Company and that the remedy at 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 7 of this Agreement, the Company, in addition and
as a supplement to such other rights and remedies as may exist in its favor,
may apply to any court of law or equity having jurisdiction to enforce this
Agreement, and/or may apply for and have the right to injunctive relief against
any act that would violate any of the provisions of this Agreement (without
being required to post a bond).  You
further agree that injunctive relief may be sought and obtained for any breach
or threatened breach of Section 6 or Section 7 without a showing of irreparable
injury, in order to prevent any such breach or threatened breach.  Such right to obtain injunctive relief may
be exercised, at the option of the Company, concurrently with, prior to, after,
or in lieu of, the exercise of any other rights or remedies that the Company
may have as a result of any such breach or threatened breach. 8.Survival.  Any termination of your
employment or of this Agreement shall have no effect on the continuing
operation of Sections 5, 6, or 7 for the periods specified therein. 9.Waiver of Claims.  As
a condition to your receipt of any termination or severance benefits pursuant
to Section 5 hereof, you will agree, as of the date of such termination, to
waive, discharge and release any and all claims, demands and causes of action,
whether known or unknown, against the Company, its affiliates and subsidiaries,
and their respective current and former directors, officers, employers,
attorneys and agents arising out of, connected with or incidental to your
employment or other dealings with the Company, its affiliates or subsidiaries,
which you or anyone acting on your behalf might otherwise have had or asserted
and any claim to any compensation or benefits from your employment with the
Company or its affiliates (other than employee benefits to be provided pursuant
to the terms of Section 5 hereof or of any employee benefit plans as set forth
in Section 4 hereof). Notwithstanding anything contained herein to the
contrary, no termination or severance payments shall be made under this
Agreement or otherwise until such time as you have delivered an executed
release of claims and any applicable revocation periods under state or federal
law have expired.  The Company agrees,
as further consideration for your waiver, to concurrently execute a waiver of
unknown claims against you on terms and conditions substantially identical to
the waiver provided by you (it being understood that the Company may
specifically reserve claims identified in writing by the Company at the time
that such waiver is provided). 10.Governing Law. 
This Agreement and all questions concerning the construction, validity
and interpretation of this Agreement shall be governed by and determined in
accordance with the internal law, and not the law of conflicts, of the State of
California.  6 
   11.Notices.  All demands, notices and
communications hereunder shall be in writing and shall be 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 other party at the
address set forth herein, or such other address as may hereafter be furnished to
the other party by like notice. Notice or communication hereunder shall be
deemed to have been received on the date delivered to or received at the
premises of the addressee if delivered other than by mail, and in the case of
mail, three days after the depositing of the same in the United States 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 as follows:  If to the Executive:Mr. Fred Krupica121 Calle Palo ColoradoSanta Barbara, CA 93105If to the Company:
  WJ Communications, Inc.401 River Oaks ParkwaySan Jose, CA  95134Attention:  Chief Executive
  OfficerWith a copy to:
  Shumaker, Loop & Kendrick, LLP101 E. Kennedy Boulevard, Suite 2800Tampa, Florida 33602Attention:  Darrell C. Smith,
  Esq.  Either party may change the address to which said
notices are to be sent or given by written notice of such change to the other
parties in the manner set forth above.  12.Separability Clause. 
Any part, provision, representation or warranty of this Agreement which
is prohibited or which is held to be void or unenforceable shall be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof. 13.Successors and Assigns; Assignment of
Agreement.  This Agreement shall bind and inure to the
benefit of and be enforceable by the parties hereto and the respective
successors and assigns of the parties hereto. 
As used in this Agreement, Company shall  7 
   mean the Company as hereinbefore
defined and any successors to its businesses and/or assets as aforesaid which
assume and agree to perform this Agreement by operation of law, or otherwise.  This Agreement is personal to you and
without the prior written consent of the Company shall not be assignable by you
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 covenant hereunder or of any obligation
hereunder, irrespective of the length of time for which such failure continues,
shall not be a waiver of such partys right to demand strict compliance in the
future. No consent or waiver, express or implied, to or of any breach or
default in the performance of any obligation hereunder, shall constitute a
consent or waiver to or of any other breach or default in the performance of
the same or any other obligation hereunder. 
No term or provision of this Agreement may be waived unless such waiver
is in writing and signed by the party against whom such waiver is sought to be
enforced. 15.Entire Agreement. 
This Agreement constitutes the entire Agreement between the parties
hereto with respect to the subject matter contemplated herein and supersedes
all prior agreements, whether written or oral, between the parties, relating to
the subject matter hereof.  This
Agreement shall not be modified except in writing executed by all parties
hereto. 16.Captions.  Titles or captions of Sections
and paragraphs contained in this Agreement are inserted only as a matter of
convenience and for reference, and in no way define, limit, extend or describe
the scope of this Agreement or the intent of any 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.  Each counterpart shall be
deemed to be an original, and all such counterparts shall constitute one and
the same instrument. 18.Arbitration. 
Any dispute, controversy or claim arising under or in connection with
this Agreement, or the alleged breach hereof, shall be settled exclusively by
private and confidential arbitration conducted by the American Arbitration
Association in accordance with the Rules of the Commercial Panel of the
American Arbitration Association then in effect (and not the Employment Dispute
Resolution Rules).  Judgment upon the
award rendered by the arbitrator(s) may be entered in any court having
jurisdiction thereof.  Any arbitration
held hereunder shall take place in Palo Alto, California.  In addition, any dispute, controversy or
claim arising under or in connection with your rights or obligations pursuant
to any stock option or other equity arrangements between you and the Company,
shall be settled exclusively as provided for by the terms of the applicable
Company plans. 19.Legal Fees.  In the event of any dispute
hereunder or the enforcement of any right hereunder that requires recourse to
arbitration or litigation, the prevailing party therein shall be entitled, in
addition to other remedies, to recover legal fees and costs from the
non-prevailing party, as determined by the arbitrator(s) or the court. 20.Certain Conditions to Employment. 
Notwithstanding anything herein to the contrary, your employment and the
Companys obligations hereunder are conditioned upon your successful passage of
a drug and alcohol screening test, the Companys verification of your past
employment and educational experience and the Companys satisfaction in its
sole discretion as to the results of any criminal background investigation or
reference inquiry performed by it.  8 
   Please execute a
copy of this letter Agreement in the space below and return it to the
undersigned at the address set forth above to confirm your understanding and
acceptance of the agreements contained herein. Very truly yours,WJ COMMUNICATIONS, INC.By :
  /s/ MICHAEL R. FARESE, Ph.DName:Michael R. Farese, Ph.DTitle:President and CEOAccepted and agreed to:
  
  By:
  /s/ FRED J. KRUPICAName:Mr. Fred Krupica   9 
   Annex 1  REPRESENTATIONS AND WARRANTIES (In the event that you receive WJ
Communications stock)  In connection with
the purchase and sale of WJ Communications Stock hereunder, you represent and
warrant to the Company that: (a)The
WJ Communications Stock to be acquired by you pursuant to this Agreement shall
be acquired for your own account and not with a view to, or intention of,
distribution thereof in violation of the Securities Act, or any applicable
state securities laws, and the WJ Communications Stock shall not be disposed of
in contravention of the Securities Act or any applicable state securities laws. (b)You
are an officer of the Company, are sophisticated in financial matters and are
able to evaluate the risks and benefits of the investment in the WJ
Communications Stock.  You are an
accredited investor, as defined in Regulation D promulgated under the
Securities Act. (c)To
the extent that any of the securities being purchased by you are not subject to
an effective registration statement, you are able to bear the economic risk of
your investment in such WJ Communications Stock for an indefinite period of
time and you understand that such securities cannot be sold unless subsequently
registered under the Securities Act or an exemption from such registration is
available. (d)You
have had an opportunity to ask questions and receive answers concerning the
terms and conditions of the offering of WJ Communications Stock and have had
full access to such other information concerning the Company as you have
requested.  You have reviewed, or have
had an opportunity to review, a copy of the Stockholders Agreement. (e)This
Agreement constitutes a legal, valid and binding obligation of yours,
enforceable in accordance with its terms, and the execution, delivery and
performance 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 you
are a party or any judgment, order or decree to which you are subject. (f)You
are not a party to or bound by any employment agreement, noncompete agreement
or confidentiality agreement with any person or entity other than the Company. (g)You
have consulted with independent legal counsel regarding your rights and
obligations under this Agreement and you fully understand the terms and
conditions contained herein.  You have
obtained advice from persons other than the Company and its counsel regarding
the tax effects of the transaction contemplated hereby.