Common use of Certain Conditions to Employment Clause in Contracts

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. 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/ XXXXX X. XXXXXXX Name: Xxxxx X. Xxxxxxx Title: President and CEO Accepted and agreed to: /s/ R. XXXXXXX XXXXXX Name: Mr. R. Xxxxxxx Xxxxxx 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.

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. 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/ XXXXX X. XXXXXXX Name: Xxxxx X. Xxxxxxx Title: President and CEO Accepted and agreed to: /s/ R. XXXXXXX XXXXXX XXXXX Name: Mr. R. Xx. Xxxxxxx Xxxxxx Xxxxx 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.

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. 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/ XXXXX X. XXXXXXX Name: Xxxxx X. Xxxxxxx Title: President and CEO Accepted and agreed to: /s/ R. XXXXXXX XXXXXX XXXX X. XXXXX Name: Mr. R. Xxxxxxx Xxxxxx Xx. Xxxx Xxxxx 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.

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. 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 By: /s/ XXXXX X. XXXXXXX Name: Xxxxx X. Xxxxxxx Title: President and CEO Accepted and agreed to: /s/ R. XXXXXXX XXXXXX XXXXX Name: Mr. R. Xxxxxxx Xx. Xxxxxx Xxxxx 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.