Exhibit 10-27 AMENDED AND RESTATED SEVERANCE AGREEMENT ---------------------------------------- THIS AMENDED AND RESTATED SEVERANCE AGREEMENT (the "Agreement"), originally dated September 28, 1998, and amended and restated in its entirety effective as...Severance Agreement • December 10th, 1999 • Watkins Johnson Co • Special industry machinery, nec • California
BETWEENPurchase Agreement • October 7th, 1999 • Watkins Johnson Co • Special industry machinery, nec • Delaware
RECITALSCredit Agreement • May 1st, 1997 • Watkins Johnson Co • Special industry machinery, nec • California
BETWEENMerger Agreement • October 28th, 1999 • Watkins Johnson Co • Special industry machinery, nec • California
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • March 19th, 1998 • Watkins Johnson Co • Special industry machinery, nec • California
ANDRights Agreement • October 1st, 1996 • Watkins Johnson Co • Special industry machinery, nec • California
EXHIBIT 4.1 WATKINS-JOHNSON COMPANY AMENDMENT NO. 1 TO RIGHTS AGREEMENT THIS AMENDMENT NO. 1 TO RIGHTS AGREEMENT (the "Amendment") is made as of December 10, 1998 between WATKINS-JOHNSON COMPANY, a California corporation (the "Company"), and...Rights Agreement • December 11th, 1998 • Watkins Johnson Co • Special industry machinery, nec
Payment of Interest The first payment of interest, which shall consist of the amount accrued between the date of this Agreement and March 20, 1997, shall be made upon March 20, 1997. Thereafter, payment of interest accrued between each payment date...Loan Agreement • October 30th, 1996 • Watkins Johnson Co • Special industry machinery, nec
Exhibit 10.29 PURCHASE AND SALE AGREEMENT This Purchase and Sale Agreement (the "Agreement") is entered into as of the 21 day of August, 1999, by and among Watkins-Johnson Company, a California Corporation ("Seller"), and Lincoln Property Company...Purchase and Sale Agreement • December 10th, 1999 • Watkins Johnson Co • Special industry machinery, nec • California
INDEX TO DOCUMENTS WATKINS-JOHNSON COMPANY CREDIT AGREEMENT Dated as of November 30, 1995Credit Agreement • October 30th, 1996 • Watkins Johnson Co • Special industry machinery, nec • California
RECITALSCredit Agreement • July 12th, 2000 • Wj Communications Inc • Special industry machinery, nec • New York
LEASELease • July 12th, 2000 • Wj Communications Inc • Special industry machinery, nec • California
RECITALSCredit Agreement • August 8th, 1997 • Watkins Johnson Co • Special industry machinery, nec • California
June 26, 2000Employment Agreement • July 12th, 2000 • Wj Communications Inc • Special industry machinery, nec • California
STOCK PURCHASE AGREEMENT dated as of August 29, 1997, by and among TSMD ACQUISITION CORP., WATKINS-JOHNSON COMPANYStock Purchase Agreement • November 14th, 1997 • Watkins Johnson Co • Special industry machinery, nec • California
RECITALSEscrow Agreement • July 21st, 1999 • Watkins Johnson Co • Special industry machinery, nec • California
COMMON STOCKUnderwriting Agreement • August 15th, 2000 • Wj Communications Inc • Special industry machinery, nec • New York
Exhibit 10.20 SEVERANCE AGREEMENT ------------------- THIS SEVERANCE AGREEMENT (the "Agreement"), dated___________________is entered into by and between Watkins-Johnson Company, a California corporation ("the Company"), and...Severance Agreement • March 12th, 1999 • Watkins Johnson Co • Special industry machinery, nec • California
EXHIBIT 10.1 CREDIT AGREEMENT DATED AS OF JANUARY 31, 2000Credit Agreement • July 12th, 2000 • Wj Communications Inc • Special industry machinery, nec • New York
Exhibit 10.35 AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this "Agreement") is made as of March 2, 1998, and amended and restated in its entirety effective as of January 25, 1999, and July 9, 1999, by and...Employment Agreement • December 10th, 1999 • Watkins Johnson Co • Special industry machinery, nec • California
FOX PAINE & COMPANY, LLC 950 Tower Lane Suite 1150 Foster City, CA 94404 January 31, 2000Merger Agreement • July 12th, 2000 • Wj Communications Inc • Special industry machinery, nec
In connection with the consummation of the Transactions and the ongoing operations of the Company subsequent thereto, the Company agrees to pay Fox Paine & Company, LLC ("FOX PAINE") (a) a closing fee of $3,500,000 as set forth on EXHIBIT 1 hereto plus reimbursement of Fox Paine's expenses in connection with the Transactions, payable at the closing of the Transactions, and (b) as compensation for Fox Paine's ongoing provision of certain financial and strategic consulting, advisory and other services to the Company (the "SERVICES"), an amount equal to the Fee Amount (as defined below), which shall be billed to the Company by Fox Paine, payable annually on or before the date hereof and each anniversary thereof and continuing until the earlier of (i) such time as the Investors no longer hold an equity investment in the Company or the Investors and their affiliates and managing entities no longer have representation on the Company's board of directors (after which time Fox Paine will cease
Exhibit 10.22 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement") is made as of February 22, 1999, by and between ________________ (hereinafter called "Employee") and WATKINS-JOHNSON COMPANY, a California corporation (hereinafter called...Employment Agreement • March 12th, 1999 • Watkins Johnson Co • Special industry machinery, nec • California
RECITALSSecurities Purchase Agreement • July 21st, 1999 • Watkins Johnson Co • Special industry machinery, nec • California
Form of Underwriting Agreement WJ COMMUNICATIONS, INC. 12,000,000 Shares of Common Stock Underwriting AgreementUnderwriting Agreement • January 22nd, 2004 • Wj Communications Inc • Special industry machinery, nec • New York
WJ Communications, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), an aggregate of 2,000,000 shares of Common Stock, par value $0.01 per share (the “Common Stock”), of the Company (the “Primary Shares”) and the stockholders of the Company named in Schedule 2 hereto (the “Selling Stockholders”) propose to sell to the Underwriters an aggregate of 10,000,000 shares of Common Stock (the “Secondary Shares”). The aggregate of the Primary Shares and the Secondary Shares is herein referred to as the “Underwritten Shares”. The Selling Stockholders also propose to sell, at the option of the Underwriters, up to an aggregate of 1,800,000 additional shares of Common Stock (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares.”
WJ COMMUNICATIONS, INC. 401 RIVER OAKS PARKWAY SAN JOSE, CALIFORNIA 95134Employment Agreement • November 17th, 2006 • Wj Communications Inc • Special industry machinery, nec • California
This letter agreement (this “Agreement”) sets forth the terms and conditions of your employment with WJ Communications, Inc. (the “Company”), effective as of DATE (the “Effective Date”). You acknowledge that if the Effective Date does not occur on or before DATE, the Company shall have no obligation to employ you and this Agreement shall terminate.
RECITALSInvestor's Rights Agreement • July 26th, 2000 • Wj Communications Inc • Special industry machinery, nec • California
RECITALSRemediation Agreement • December 10th, 1999 • Watkins Johnson Co • Special industry machinery, nec • California
RECITALSAgreement for Option to Amend Sublease • July 12th, 2000 • Wj Communications Inc • Special industry machinery, nec
RECITALSCo-Sale/Redemption Rights Agreement • July 26th, 2000 • Wj Communications Inc • Special industry machinery, nec • California
DIRECTOR STOCK OPTION AGREEMENT THIS AGREEMENT, dated _________________________, is between WATKINS-JOHNSON COMPANY, a California corporation, (hereinafter called "Company") and ___________________________________________, (hereinafter called...Director Stock Option Agreement • July 28th, 1998 • Watkins Johnson Co • Special industry machinery, nec • California
e. (i) In the event that Employee shall cease to be employed by the Company or its subsidiaries for any reason other than Employee's death (subject to the condition that no option shall be exercisable after the expiration of term for exercise as set...Employee Stock Option Agreement • June 17th, 1998 • Watkins Johnson Co • Special industry machinery, nec • California
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED BY WJ COMMUNICATIONS, INC. CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.] WJ COMMUNICATIONS, INC. SAN JOSE, CALIFORNIA...Employment Agreement • February 3rd, 2005 • Wj Communications Inc • Special industry machinery, nec • Texas
This letter agreement (this “Agreement”) sets forth the terms and conditions of your employment with WJ Communications, Inc. (the “Company”), effective as of the date first above written (the “Effective Date”).
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED BY WJ COMMUNICATIONS, INC. CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.] AGREEMENT AND PLAN OF MERGER by and between WJ...Merger Agreement • June 24th, 2005 • Wj Communications Inc • Special industry machinery, nec • Delaware
This Agreement and Plan of Merger (this “Agreement”) is entered into as of the 19th day of January, 2005, by and among WJ Communications, Inc., a Delaware corporation (the “Purchaser”), WJ Newco, LLC, a Delaware limited liability company and a wholly owned subsidiary of the Purchaser (the “Sub”), Telenexus, Inc., a Texas corporation (the “Company”), and Wilfred K. Lau, Richard J. Swanson, Kurt Christensen, David Fried and Mark Sutton (together, the “Shareholders”). The Purchaser, the Sub, the Company, and the Shareholders are referred to collectively herein as the “Parties.”
December 27, 2006 Greg Miller Chief Financial Officer WJ Communications, Inc.Credit Facility Extension • January 4th, 2007 • Wj Communications Inc • Special industry machinery, nec
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • August 14th, 2007 • Wj Communications Inc • Special industry machinery, nec • California
This Asset Purchase Agreement (the “Agreement”) is entered into as of May 23, 2007, by and between AmpTech, Inc., a Delaware corporation (“Buyer”) and WJ Communications, a Delaware corporation (“Seller”).
