EXHIBIT 10.5 WATKINS-JOHNSON COMPANY 3333 HILLVIEW AVENUE PALO ALTO, CA 94304 January 31, 2000 Mr. Ralph E. Hoover, Jr. 1190 Vintner Way Pleasanton, California 94566 Re: EMPLOYMENT AGREEMENT Dear Mr. Hoover: This letter agreement (this "AGREEMENT")...Letter Agreement • July 12th, 2000 • Wj Communications Inc • Special industry machinery, nec • California
LEASELease • July 12th, 2000 • Wj Communications Inc • Special industry machinery, nec • California
RECITALSOption Agreement • July 12th, 2000 • Wj Communications Inc • Special industry machinery, nec
RECITALSCredit Agreement • July 12th, 2000 • Wj Communications Inc • Special industry machinery, nec • New York
EXHIBIT 10.4 WATKINS-JOHNSON COMPANY 3333 HILLVIEW AVENUE PALO ALTO, CA 94304 January 31, 2000 Mr. Thomas R. Kritzer 21785 Hyannisport Drive Cupertino, California 95014 Re: EMPLOYMENT AGREEMENT Dear Mr. Kritzer: This letter agreement (this...Employment Agreement • July 12th, 2000 • Wj Communications Inc • Special industry machinery, nec • California
June 26, 2000Employment Agreement • July 12th, 2000 • Wj Communications Inc • Special industry machinery, nec • California
RECITALSEffectiveness Agreement • July 12th, 2000 • Wj Communications Inc • Special industry machinery, nec
EXHIBIT 10.1 CREDIT AGREEMENT DATED AS OF JANUARY 31, 2000Company Credit Agreement • July 12th, 2000 • Wj Communications Inc • Special industry machinery, nec • New York
R E C I T A L S:Sublease and Joint Escrow Instructions • July 12th, 2000 • Wj Communications Inc • Special industry machinery, nec • California
FOX PAINE & COMPANY, LLC 950 Tower Lane Suite 1150 Foster City, CA 94404 January 31, 2000Wj Communications Inc • July 12th, 2000 • 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
