(D) ARE SIGNING THIS AGREEMENT KNOWINGLY AND VOLUNTARILY.
18.
YOU HEREBY WAIVE ALL NOTICE OF TIME, PLACE
AND PURPOSE OF A SPECIAL MEETING OF THE COMPANY'S BOARD OF DIRECTORS, HELD ON OR
ABOUT 7:30 A.M. (P.S.T.) ON JUNE 28,
7
2005, BY TELEPHONIC CONFERENCE, AND CONSENT TO THE CONDUCT AT SUCH MEETING OF
ALL BUSINESS OF ANY NATURE WHATSOEVER THAT LAWFULLY CAME BEFORE THE MEETING.
19.
YOU ACKNOWLEDGE THAT YOU WERE ADVISED THAT
YOU COULD TAKE UP TO TWENTY-ONE (21) DAYS FROM THE DATE THIS AGREEMENT WAS GIVEN
TO YOU TO REVIEW THIS AGREEMENT AND DECIDE WHETHER YOU WOULD ENTER INTO THIS
AGREEMENT.
TO THE EXTENT THAT YOU HAVE ELECTED TO ENTER INTO THIS AGREEMENT
PRIOR TO SUCH TIME, YOU HAVE DONE SO VOLUNTARILY, AND HAVE KNOWINGLY WAIVED SUCH
TWENTY-ONE (21) DAY REVIEW PERIOD.
20.
YOU MAY REVOKE THIS AGREEMENT FOR A PERIOD
OF SEVEN (7) CALENDAR DAYS AFTER ITS EXECUTION (THE "REVOCATION PERIOD"), BY
DELIVERY OF A NOTARIZED WRITTEN NOTICE OF REVOCATION (THE "REVOCATION NOTICE")
PRIOR TO 5:00 P.M. ON THE LAST DAY COMPRISING THE REVOCATION PERIOD TO FOX PAINE
& COMPANY, LLC, 950 TOWER LANE, SUITE 1150, FOSTER CITY, CA 94404, ATTN: SAMUEL
HINES.
THIS AGREEMENT SHALL BECOME IRREVOCABLE AUTOMATICALLY UPON THE
EXPIRATION OF THE REVOCATION PERIOD IF YOU DO NOT REVOKE IT IN THE AFORESAID
MANNER; PROVIDED THAT THE FOREGOING SHALL NOT APPLY TO YOUR SEPARATION OF
ASSOCIATION FROM THE COMPANY, WHICH SHALL BE EFFECTIVE AS OF THE SEPARATION
DATE.
21.
THIS AGREEMENT SHALL BE CONSTRUED AND
ENFORCED PURSUANT TO THE LAWS OF THE STATE OF CALIFORNIA (APPLICABLE TO
CONTRACTS TO BE PERFORMED WHOLLY WITHIN SUCH STATE).
YOU HEREBY CONSENT TO
PERSONAL JURISDICTION IN ANY STATE OR FEDERAL COURT LOCATED IN SANTA CLARA,
COUNTY IN THE STATE OF CALIFORNIA FOR THE PURPOSE OF ANY LEGAL PROCEEDING
RELATING TO OR ARISING UNDER THIS AGREEMENT.
22.
IN THE EVENT THAT ANY ONE OR MORE OF THE
PROVISIONS OF THIS AGREEMENT SHALL BE DEEMED ILLEGAL OR UNENFORCEABLE FOR ANY
REASON, SUCH PROVISION OR OTHER PORTION THEREOF SHALL BE MODIFIED OR DELETED IN
SUCH MANNER AS TO MAKE THIS AGREEMENT, AS MODIFIED, LEGAL AND ENFORCEABLE TO THE
FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW.
Please acknowledge your agreement and acceptance of the terms and conditions
provided for herein effective as of the date set forth above by signing and
dating below.
Very truly yours,
WJ COMMUNICATIONS, INC.
By:
/s/ W. DEXTER PAINE III
Name:
W. Dexter Paine, III
Title:
Chairman
8
Agreed to and accepted:
/s/ MICHAEL R. FARESE
Michael R. Farese
Date executed: June 28, 2005
9
Exhibit 1
June 28, 2005
W. Dexter Paine, III, Chairman
WJ Communications, Inc.
401 River Oaks Parkway
San Jose, CA 95134
Re: Resignation Letter
Dear Dexter:
This letter serves to inform you that effective as of June 27, 2005, I hereby
resign from my employment with WJ Communications, Inc. (the "Company") and from
the Board of Directors of the Company.
Accordingly, I no longer hold the position of President, Chief Executive