Exhibit 10.1
WJ Communications, Inc.
401 River Oaks Parkway
San Jose, CA 95134
June 28, 2005
Personal and Confidential
Dear Michael:
This letter agreement (the "Agreement"), effective as of the date set forth
above (the "Effective Date"), sets forth all of the terms and conditions
regarding your resignation and separation from employment with WJ
Communications, Inc. (the "Company"), subject to your non-revocation of this
Agreement.
Reference is made to the amended and restated letter agreement
between you and the Company dated November 11, 2004 (the "Employment
Agreement").
The term "Company" shall mean WJ Communications, Inc. and any
other affiliated entities.
1.
YOUR SEPARATION OF EMPLOYMENT IS
EFFECTIVE AS OF THE CLOSE OF BUSINESS ON JUNE 27, 2005 (THE "SEPARATION DATE"),
PURSUANT TO YOUR EXECUTED RESIGNATION LETTER, ANNEXED HERETO AS EXHIBIT 1.
YOU
AGREE NOT TO STAND FOR REELECTION TO THE BOARD OF DIRECTORS OF THE COMPANY
EITHER AT ITS 2005 ANNUAL MEETING, OR THEREAFTER, AND IF YOU ARE REELECTED TO
THE BOARD OF DIRECTORS, YOU AGREE TO DECLINE TO SERVE IN SUCH POSITION.
YOU
HEREBY CONFIRM THAT, AS OF THE DATE HEREOF, YOU HAVE RETURNED TO THE COMPANY ALL
PROPERTY, FILES, AND OTHER COMPANY MATERIAL IN YOUR POSSESSION (INCLUDING ANY
COMPUTERS, PAGERS, BLACKBERRY, CELLULAR PHONES, ETC.), AND ALL COPIES OF
COMPUTERIZED DATABASES AND RELATED MATERIALS, INCLUDING ANY AND ALL MATERIALS
CURRENTLY IN YOUR POSSESSION OR CONTROL.
2.
THE PARTIES ACKNOWLEDGE THAT, SUBJECT
TO THE TERMS AND CONDITIONS SET FORTH HEREIN, YOU SHALL BE ENTITLED TO THE
FOLLOWING:
A.
IN ADDITION TO ANY UNPAID BUT ACCRUED
BASE SALARY THROUGH THE SEPARATION DATE AND PAYMENT FOR ACCRUED, UNUSED VACATION
TIME (WHICH THE PARTIES AGREE SHALL TOTAL TWENTY (20) DAYS) (WHICH AMOUNTS SHALL
BE PAID AS OF THE EFFECTIVE DATE), NO LATER THAN THIRTY (30) DAYS FOLLOWING THE
SEPARATION DATE (AND CONDITIONED ON YOUR EXECUTION AND NON-REVOCATION OF THIS
AGREEMENT), YOU WILL BE ELIGIBLE TO RECEIVE:
(I) ONE HUNDRED FIFTY PERCENT
(150%) OF YOUR ANNUAL BASE SALARY (IN THE AGGREGATE AMOUNT OF $525,000); (II) A
ONE-TIME PAYMENT OF $7,500 IN FULL SATISFACTION OF ANY AMOUNTS OTHERWISE DUE TO
YOU IN CONNECTION WITH SECTION 2(C) OF THE EMPLOYMENT
AGREEMENT; AND (III) 328,500 SHARES OF COMPANY STOCK PURSUANT TO A CUSTOMARY
FORM OF RESTRICTED STOCK AGREEMENT ISSUED UNDER THE COMPANY'S 2000 STOCK
INCENTIVE PLAN (THE "PLAN") WHICH SHARES SHALL BE FULLY VESTED AND
NON-FORFEITABLE AS OF THE DATE OF GRANT.
THE CERTIFICATES REPRESENTING SUCH
SHARES OF STOCK SHALL BE DELIVERED TO YOU WITHOUT RESTRICTIVE LEGENDS (TO THE
EXTENT PERMITTED BY APPLICABLE LAW).
B.
YOU SHALL BE ENTITLED TO THE FOLLOWING
BENEFITS:
(I) CONTINUED GROUP HEALTH INSURANCE BENEFITS UNDER THE COMPANY'S
BENEFIT PLANS FOR ONE YEAR FOLLOWING THE SEPARATION DATE (OR SUCH LESSER PERIOD
IF YOU BECOME ELIGIBLE TO PARTICIPATE UNDER ANOTHER EMPLOYER'S PLAN) AND,
FOLLOWING THE TERMINATION OF SUCH COVERAGE, THE OPPORTUNITY TO ELECT APPLICABLE
COBRA CONTINUATION COVERAGE AT YOUR EXPENSE; (II) EXECUTIVE OUTPLACEMENT AND JOB
ASSISTANCE SERVICES FOR THE SIX-MONTH PERIOD FOLLOWING THE SEPARATION DATE, AT A
LEVEL TO BE DETERMINED BY THE