SPECTRIAN CORP /CA/
EX-10.40.3
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>5
<FILENAME>p14146_1040-3.txt
<DESCRIPTION>EX-10.40.3
<TEXT>

Exhibit 10.40.3

                                SPECTRIAN COMPANY

                      CHANGE OF CONTROL SEVERANCE AGREEMENT

This Change of Control Severance Agreement (the "Agreement") is made and entered
into  effective  as of July 19,  2001 (the  "Effective  Date"),  by and  between
Michael D. Angel (the "Employee") and Spectrian Company, a Delaware  Corporation
(the "Company"). Certain capitalized terms used in this Agreement are defined in
Section 1 below.

                                 R E C I T A L S

A.  It is  expected  that  the  Company  from  time to time  will  consider  the
possibility  of a Change of Control.  The Board of Directors of the Company (the
"Board") recognizes that such consideration can be a distraction to the Employee
and can cause the Employee to consider alternative employment opportunities.

B. The Board  believes  that it is in the best  interests of the Company and its
shareholders  to provide the Employee  with an incentive to continue  employment
and to  maximize  the  value of the  Company  upon a Change of  Control  for the
benefit of its shareholders.

C. In order to  provide  the  Employee  with  enhanced  financial  security  and
sufficient   encouragement  to  remain  with  the  Company  notwithstanding  the
possibility of a Change of Control,  the Board believes that it is imperative to
provide  the  Employee  with  certain  severance  benefits  upon the  Employee's
termination of employment following a Change of Control.

D. The Board and  Employee  understand,  agree and  intend  that this  Agreement
supercede  and replace in full any prior verbal or written  agreements as to the
matters  provided  for  herein,  including,  but not  limited  to, the Change of
Control  Severance  Agreement  previously  entered into as of February 16, 2000,
which prior agreement is hereby rendered null and void.

                                    AGREEMENT

In  consideration  of the mutual  covenants  herein  contained and the continued
employment of Employee by the Company, the parties agree as follows:

         1. Definition of Terms.

The  following  terms  referred to in this  Agreement  shall have the  following
meanings:

                  (a) Cause.

"Cause" shall mean (i) any act of personal  dishonesty  taken by the Employee in
connection with Employee's  responsibilities as an employee which is intended to
result in  substantial  personal  enrichment  of the Employee,  (ii)  Employee's
conviction of a felony which the Board reasonably  believes has had or will have
a material detrimental effect on the Company's  reputation or business,  (iii) a
willful act by the Employee which constitutes misconduct and is injurious to the
Company,
<PAGE>

and  (iv)  continued  willful  violations  by the  Employee  of  the  Employee's
obligations  to the Company  after there has been  delivered  to the  Employee a
written demand for  performance  from the Company which  describes the basis for
the  Company's  belief  that  the  Employee  has  not  substantially   performed
Employee's duties.

                  (b) Change of Control.

"Change of Control" shall mean the occurrence of any of the following events:

                           (i) the approval by  shareholders of the Company of a
merger or  consolidation  of the Company  with any other  Company,  other than a
merger or  consolidation  which  would  result in the voting  securities  of the
Company outstanding immediately prior thereto continuing to represent (either by
remaining  outstanding  or by being  converted  into  voting  securities  of the
surviving  entity)  more than  fifty  percent  (50%) of the total  voting  power
represented  by the voting  securities of the Company or such  surviving  entity
outstanding immediately after such merger or consolidation;

                           (ii) any approval by the  shareholders of the Company
of a plan of complete liquidation of the Company or an agreement for the sale or
disposition by the Company of all or substantially all of the Company's assets;

                           (iii) any  "person" (as such term is used in Sections
13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) becoming the
"beneficial  owner"  (as  defined in Rule 13d-3  under  said Act),  directly  or
indirectly,  of securities of the Company  representing 50% or more of the total
voting power represented by the Company's then outstanding voting securities; or

                           (iv) a change in the  composition of the Board,  as a
result of which fewer than a majority of the directors are Incumbent  Directors.
"Incumbent  Directors"  shall mean directors who either (A) are directors of the
Company as of the date of this Agreement,  or (B) are elected,  or nominated for
election,  to the Board with the  affirmative  votes of at least a  majority  of
those  directors  whose  election or nomination  was not in connection  with any
transaction described in subsections (i), (ii) or (iii) or in connection with an
actual or threatened  proxy contest relating to the election of directors of the
Company.

                  (c) Involuntary Termination.

"Involuntary  Termination" shall mean (i) without the Employee's express written
consent,  a  significant  reduction  of  the  Employee's  duties,   position  or
responsibilities relative to the Employee's duties, position or responsibilities
in effect  immediately  prior to such reduction,  or the removal of the Employee
from such position, duties and responsibilities, unless the Employee is provided
with  comparable  duties,  position  and  responsibilities  as  the  CFO  of  an
independent  public  company of equal or greater size reporting to the CEO; (ii)
without the Employee's express written consent, a substantial reduction, without
good business reasons, of the facilities and perquisites (including office space
and location)  available to the Employee  immediately  prior to such  reduction;
(iii) a reduction by the Company of the  Employee's  base salary or target bonus
as in effect  immediately prior to such reduction;  (iv) a material reduction by
the Company in the kind or level of employee  benefits to which the  Employee is
entitled immediately prior to such reduction with the result that the Employee's
overall benefits package is  significantly  reduced;  (v) without the Employee's
express

                                      -2-
<PAGE>

written consent, the relocation of the Employee to a facility or a location more
than  thirty-five  (35)  miles from his  current  location;  (vi) any  purported
termination  of the  Employee by the Company  which is not effected for Cause or
for which the  grounds  relied  upon are not valid;  or (vii) the failure of the
Company  to  obtain  the   assumption  of  this   Agreement  by  any  successors
contemplated in the "Successors" clause below.

         2. Term of Agreement.

This Agreement shall terminate upon the date that all obligations of the parties
hereto under this Agreement have been satisfied.

         3. At-Will Employment.

The Company and the Employee  acknowledge that the Employee's  employment is and
shall continue to be at-will, as defined under applicable law. If the Employee's
employment  terminates for any reason, the Employee shall not be entitled to any
payments,  benefits,  damages,  awards or compensation other than as provided by
this  Agreement,  or as may otherwise be  established  under the Company's  then
existing employee benefit plans or policies at the time of termination.

         4. Change of Control and Severance Benefits.

                  (a) Termination Following A Change of Control.

                           (i)  Severance  and  Benefits.   If  the   Employee's
employment with the Company terminates as a result of an Involuntary Termination
at any time after a Change of  Control,  and  provided  that the  Employee  duly
executes a General Release of All Claims, in the form attached hereto as Exhibit
A or in another form provided by the Company, then:

                                    (1)  the  Employee   shall  be  entitled  to
receive a sum equal to twenty - four (24) months of Employee's  annualized  base
salary (as in effect immediately prior to the Change of Control (less applicable
tax withholdings). Such severance shall be paid bi-weekly in accordance with the
Company's  normal payroll  practices  unless the Employee  elects to receive the
severance in one lump sum payment.  Payment(s) will be made or will begin within
30 days from the effective date of the General Release of All Claims.

                                    (2)  the  Employee   shall  be  entitled  to
receive  a sum  equal to two  times  Employee's  annual  target  bonus in effect
immediately  prior to the Change of Control (less applicable tax  withholdings).
Such amount  shall be paid  biweekly in  accordance  with the  Company's  normal
payroll  practices  unless the Employee elects to receive the amount in one lump
sum  payment.  Payment(s)  will be made or will  begin  within  30 days from the
effective date of the General Release of All Claims.

                                    (3)  for a  period  of  twenty  - four  (24)
months following the Involuntary Termination, the Company shall continue to make
available to the Employee and Employee's spouse and dependents, at the same cost
to the  Employee  as was in effect  prior to the  Change of  Control,  all group
health,  life and other similar  insurance plans in which Employee or Employee's
dependents participate on the date of the Employee's termination,  including the
Executive Benefits identified in the Employee's offer letter.

                                      -3-
<PAGE>

                           (ii)   Option   Acceleration.   If   the   Employee's
employment with the Company terminates as a result of an Involuntary Termination
at any time after a Change of  Control,  and  provided  that the  Employee  duly
executes a General Release of All Claims, in the form attached hereto as Exhibit
A  or  in  another  form   provided  by  the  Company,   then  the  vesting  and
exercisability  of each  option  granted to the  Employee  by the  Company  (the
"Options") shall be automatically accelerated in full and the Employee will have
90 days to exercise such options  pursuant to the terms of the applicable  stock
option agreements.

                  (b) Other Termination.  If the Employee's  employment with the
Company terminates other than as a result of an Involuntary  Termination after a
Change of Control,  then the Employee shall not be entitled to receive severance
or other benefits hereunder,  but may be eligible for those benefits (if any) as
may then be established under the Company's then existing severance and benefits
plans and policies at the time of such termination.

         5. Accrued Wages and Vacation; Expenses.

Without  regard to the reason for, or the timing of,  Employee's  termination of
employment:  (i) the Company  shall pay the  Employee any unpaid base salary due
for periods  prior to the date of  termination;  (ii) the Company  shall pay the
Employee all of the Employee's  accrued and unused vacation  through the date of
termination;  and (iii)  following  submission of proper expense  reports by the
Employee,  the Company shall reimburse the Employee for all expenses  reasonably
and necessarily  incurred by the Employee in connection with the business of the
Company prior to the date of termination.  These payments shall be made promptly
upon termination and within the period of time mandated by law.

         6. Section 280G Gross Up Payment.

Notwithstanding anything to the contrary contained herein, in the event it shall
be  determined  that any  payment or  distribution  by the Company to or for the
benefit of Employee  (whether paid or payable or  distributed  or  distributable
pursuant to the terms of a Change in Control but  determined  without  regard to
any  additional  payments  required  under  this  Agreement   (collectively  the
"Payment"),  would be subject to the excise tax  imposed by Section  4999 of the
Internal  Revenue  Code of 1986,  as  amended  (the  "Code")  or any  comparable
federal, state or local excise tax, (such excise tax, together with any interest
and penalties,  are hereinafter  collectively  referred to as the "Excise Tax"),
then Employee  shall be entitled to receive an  additional  payment (a "Gross-Up
Payment")  in such an amount  that after the  payment  of all taxes  (including,
without limitation, any interest and penalties on such taxes and the Excise Tax)
on the Payment and on the  Gross-Up  Payment,  Employee  shall  retain an amount
equal to the  Payment  minus  all  applicable  taxes on the  Payment;  provided,
however,  that Employee  will be entitled to receive a Gross-Up  Payment only if
the amount of a parachute payment, as defined in Section 280G(b)(2) of the Code,
exceeds the sum of (A) the greater of (i)  $100,000 or (ii) ten (10)  percent of
the  payments  under  this  Agreement  plus (B) 2.99 times the  Employee's  base
amount, as defined in Section 280G(b)(3) of the Code, and provided further, that
if Employee is not entitled to receive a Gross-Up Payment, Employee will receive
only an amount of total  payments  that would not include  any excess  parachute
payment, as defined in Section 280G(b)(1) of the Code. The intent of the parties
is that the Company shall be solely  responsible  for, and shall pay, any Excise
Tax on any Payment and  Gross-Up  Payment  and any income and  employment  taxes
(including, without limitation,  penalties and interest) imposed on any Gross-Up
Payment, as well as any loss of tax deduction caused by the Gross-Up Payment.

                                      -4-
<PAGE>

All determinations required to be made under this Paragraph,  including, without
limitation,  whether and when a Gross-Up  Payment is required  and the amount of
such  Gross-Up  Payment and the  assumptions  to be utilized in arriving at such
determinations,  shall  be made by  Price  Waterhouse  or any  other  nationally
recognized accounting firm which is the Company's outside auditor at the time of
such determinations,  which firm must be reasonably  acceptable to Employee (the
"Accounting  Firm").  The  Company  shall cause the  Accounting  Firm to provide
detailed supporting calculations to the Company and Employee within fifteen (15)
business  days after  notice is given by Employee to the Company  that there has
been a Payment, or such earlier time as is requested by the Company.  Within two
(2) business  days after said notice is given to the Company,  the Company shall
instruct  the  Accounting  Firm to  timely  provide  the data  required  by this
Paragraph to Employee.  All fees and  expenses of the  Accounting  firm shall be
borne solely by the Company. Any Gross-Up Payment as determined pursuant to this
Paragraph,  shall be paid by the Company to the Internal  Revenue Service and/or
other  appropriate  taxing  authority on Employee's  behalf within five (5) days
after receipt of the Accounting  Firm's  determination.  If the Accounting  Firm
determines  that there is substantial  authority  (within the meaning of Section
6662 of the Code) that no Excise Tax is payable by Employee, the Accounting Firm
shall furnish Employee with a written opinion that failure to disclose or report
the Excise Tax on  Employee's  federal  income tax return will not  constitute a
substantial  understatement  of tax or be  reasonably  likely  to  result in the
imposition  of a  negligence  or  similar  penalty.  Any  determination  by  the
Accounting Firm shall be binding upon the Company and Employee in the absence of
material  mathematical  or legal error.  As a result of the  uncertainty  in the
application of Section 4999 of the Code at the time of the initial determination
by the Accounting Firm hereunder,  it is possible that Gross-Up Payment will not
have been made by the Company  that should  have been made  ("Underpayment")  or
that   Gross-Up   Payment  have  been  made  that  should  not  have  been  made
("Overpayment"),  in each case,  consistent with the calculations required to be
made  hereunder.  In the event that the Company  exhausts its remedies  provided
below and  Employee  hereafter  is required to make a payment of any Excise Tax,
the Accounting Firm shall determine the amount of Underpayment that has occurred
and any such Underpayment  shall be promptly paid by the Company to the Internal
Revenue Service or other  appropriate  taxing authority on Employee's behalf or,
if such Underpayment has been previously paid by Employee,  to Employee.  In the
event that the Accounting Firm determines that an Overpayment has been made, any
such  Overpayment  shall be treated for all purposes as a loan to Employee  with
interest at applicable  federal rate provided for in Section  7872(f) (2) of the
Code,  due and payable  within ninety (90) days after written demand to Employee
by the Company; provided, however that Employee shall have no duty or obligation
whatsoever to repay said loan unless Employee's  receipt of the Overpayment,  or
any portion thereof, is includible in Employee's income and Employee's repayment
of same is not deductible by Employee for federal and state income tax purposes.

Employee  shall  notify the  Company  in  writing  of any claim by the  Internal
Revenue Service or state or local taxing authority,  that, if successful,  would
result in any Excise Tax or an  Underpayment  ("Claim").  Such  notice  shall be
given as soon as practicable  but no later than fifteen (15) business days after
Employee is  informed  in writing of the Claim and shall  reprise the Company of
the nature of the Claim, the  administrative or judicial appeal period,  and the
date on which any payment of the claim must be paid.  Employee shall not pay any
portion  of the claim  prior to the  expiration  of the  thirty  (30) day period
following the date on which  Employee  gives such notice to the Company (or such
shorter  period  ending on the date that any amount under the Claim is due).  If
the Company notifies  Employee in writing prior to the expiration of such thirty
(30) day period that it desires to contest the Claim, Employee shall:

                                      -5-
<PAGE>

                           (i)  give  the  Company  any  information  reasonably
requested by the Company relating to the Claim;

                           (ii) take such action in connection  with  contesting
the Claim as the Company shall reasonably  request in writing from time to time,
including,  without limitation,  accepting legal  representation  concerning the
Claim by an attorney  selected by the Company who is  reasonably  acceptable  to
Employee; and

                           (iii)  cooperate  with the  Company  in good faith in
order to  effectively  contest the Claim;  provided,  however,  that the Company
shall  bear  and  pay  directly  all  costs  and  expenses  (including,  without
limitation,  additional  interest and penalties and attorneys' fees) incurred in
such contests and shall  indemnify and hold Employee  harmless,  on an after-tax
basis, for any Excise Tax or income tax (including,  without limitation interest
and  penalties  thereon)  imposed  as a result of such  representation.  Without
limitation upon the foregoing provisions,  except as provided below, the Company
shall control all  proceedings  concerning such contest and, at its sole option,
may pursue or forego any and all administrative  appeal,  proceedings,  hearings
and  conferences  with the taxing  authority  pertaining  to the  Claim.  At the
written  request of the  Company  and upon  payment to  Employee of an amount at
least  equal to the Claim plus any  additional  amount  necessary  to obtain the
jurisdiction  of  the  appropriate  tribunal  and/or  court  ("Additional  Sum")
Employee shall pay same and sue for a refund.  Employee  agrees to prosecute any
contest of a Claim to a determination before any administrative  tribunal,  in a
court  of  initial  jurisdiction  and in one or more  appellate  courts,  as the
Company  shall  determine;  provided,  however,  that  if the  Company  requests
Employee to pay the Claim and sue for  interest-free  basis, and shall indemnify
and hold Employee  harmless on an after-tax basis, from any Excise Tax or income
tax (including,  without limitation,  interest and penalties thereon) imposed on
such advance or for any imputed  income on such  advance.  Any  extension of the
statute of limitations  relating to assessment of any Excise Tax for the taxable
year of Employee  which is the  subject of the Claim is to be limited  solely to
the Claim. Furthermore, the Company's control of the contest shall be limited to
issues for which a Gross-Up Payment would be payable  hereunder.  Employee shall
be entitled to settle or contest,  as the case may be, any other issue raised by
the Internal Revenue Service or any other taxing authority.

If, after the receipt by Employee of an amount advanced by the Company  pursuant
to this Agreement, Employee receives any refund of a Claim and/or any Additional
Sum,  Employee  shall  promptly  pay to the  Company  the amount of such  refund
(together  with any interest  paid or credited  thereon  after taxes  applicable
thereto). If, after the receipt by Employee of an amount advanced by the Company
pursuant to this Agreement,  a determination  is made that Employee shall not be
entitled to any refund of the Claim and the Company does not notify  Employee in
writing of its intent to contest  such  denial of refund of a Claim prior to the
expiration  of thirty  (30)  business  days after such  determination,  then the
portion of such advance  attributable to a Claim shall be forgiven and shall not
be required to be repaid.  The amount of such  advance  attributable  to a Claim
shall offset, to the extent thereof, the amount of the Underpayment  required to
be paid by the Company to Employee.

If, after the advance of an  Additional  Sum by the  Company,  there is a "Final
Determination"  (as defined below) made by the taxing authority that Employee is
not entitled to any refund of such Additional Sum, or any portion thereof,  then
such  nonrefundable  amount  shall be repaid to the Company by  Employee  within
thirty  (30)  business  days  after  Employee  receives  notice  of  such  Final
Determination. A "Final Determination" shall occur when the period to contest or
otherwise appeal

                                      -6-
<PAGE>

any decision by an administrative  tribunal or court of initial jurisdiction has
been waived or the tie for contesting or appealing same has expired.

         7. Successors.

Company's  Successors.  Any successor to the Company (whether direct or indirect
and whether by purchase, lease, merger, consolidation, liquidation or otherwise)
to all or substantially all of the Company's business and/or assets shall assume
the Company's  obligations  under this Agreement and agree  expressly to perform
the  Company's  obligations  under this  Agreement in the same manner and to the
same extent as the Company would be required to perform such  obligations in the
absence  of a  succession.  For all  purposes  under  this  Agreement,  the term
"Company"  shall include any successor to the Company's  business  and/or assets
which  executes  and  delivers  the  assumption   agreement  described  in  this
subsection  (a) or  which  becomes  bound  by the  terms  of this  Agreement  by
operation of law.

Employee's  Successors.  Without the written  consent of the  Company,  Employee
shall not assign or transfer  this  Agreement or any right or  obligation  under
this Agreement to any other person or entity. Notwithstanding the foregoing, the
terms of this Agreement and all rights of Employee  hereunder shall inure to the
benefit of, and be enforceable by, Employee's personal or legal representatives,
executors,   administrators,   successors,  heirs,  distributees,  devisees  and
legatees.

         8. Notices.

                  (a) General. Notices and all other communications contemplated
by this  Agreement  shall be in  writing  and  shall be deemed to have been duly
given when personally  delivered or when mailed by U.S.  registered or certified
mail, return receipt requested and postage prepaid. In the case of the Employee,
mailed  notices  shall  be  addressed  to him at the home  address  that he most
recently  communicated  to the Company in writing.  In the case of the  Company,
mailed notices shall be addressed to its corporate headquarters, and all notices
shall be directed to the attention of its Secretary.

                  (b) Notice of Termination.  Any termination by the Company for
Cause  or  by  the  Employee  as a  result  of a  voluntary  resignation  or  an
Involuntary  Termination shall be communicated by a notice of termination to the
other party  hereto given in  accordance  with this  Section.  Such notice shall
indicate the specific termination provision in this Agreement relied upon, shall
set forth in reasonable detail the facts and circumstances  claimed to provide a
basis for  termination  under the  provision  so  indicated.  The failure by the
Employee to include in the notice any fact or circumstance  which contributes to
a showing of Involuntary  Termination  shall not waive any right of the Employee
hereunder or preclude the Employee from asserting such fact or  circumstance  in
enforcing his rights hereunder.

         9. Arbitration.

Any dispute or controversy  arising out of,  relating to, or in connection  with
this Agreement,  or the  interpretation,  validity,  construction,  performance,
breach, or termination  thereof,  shall be settled by binding  arbitration to be
held in Palo Alto,  California,  in accordance  with the National  Rules for the
Resolution  of Employment  Disputes  then in effect of the American  Arbitration
Association (the "Rules") provided, however, that the arbitrator shall allow the
discovery  authorized by  California

                                      -7-
<PAGE>

Code of Civil Procedure  section 1280, et seq., or any other discovery  required
by California  law in arbitration  proceedings.  Also, to the extent that any of
the  Rules  or  anything  in  this  Agreement  conflicts  with  any  arbitration
procedures  required by California law, the arbitration  procedures  required by
California  law shall govern.  The  arbitrator  may grant  injunctions  or other
relief in such dispute or controversy.  The decision of the arbitrator  shall be
final, conclusive and binding on the parties to the arbitration. Judgment may be
entered on the arbitrator's decision in any court having jurisdiction.

The  arbitrator(s)  shall apply  California  law to the merits of any dispute or
claim, without reference to conflicts of law rules.  Employee hereby consents to
the personal  jurisdiction of the state and federal courts located in California
for any action or  proceeding  arising  from or  relating to this  Agreement  or
relating to any arbitration in which the parties are participants.

Employee  understands that nothing in this Section modifies  Employee's  at-will
employment  status.  Either Employee or the Company can terminate the employment
relationship at any time, with or without cause.

EMPLOYEE AND COMPANY HAVE READ AND  UNDERSTAND  THIS  SECTION,  WHICH  DISCUSSES
ARBITRATION.  EMPLOYEE AND COMPANY  UNDERSTAND  THAT ANY CLAIMS  ARISING OUT OF,
RELATING  TO, OR IN  CONNECTION  WITH  THIS  AGREEMENT,  OR THE  INTERPRETATION,
VALIDITY,  CONSTRUCTION,  PERFORMANCE,  BREACH OR  TERMINATION  THEREOF  MUST BE
SUBMITTED TO BINDING  ARBITRATION TO THE EXTENT  PERMITTED BY LAW, AND THAT THIS
ARBITRATION  CLAUSE  CONSTITUTES A WAIVER OF EMPLOYEE'S RIGHT TO A JUDGE OR JURY
TRIAL (CIVIL ACTION) AND RELATES TO THE  RESOLUTION OF ALL DISPUTES  RELATING TO
ALL ASPECTS OF THE EMPLOYER/EMPLOYEE RELATIONSHIP, INCLUDING BUT NOT LIMITED TO,
THE FOLLOWING CLAIMS:

                           (i) ANY AND ALL  CLAIMS  FOR  WRONGFUL  DISCHARGE  OF
EMPLOYMENT; BREACH OF CONTRACT, BOTH EXPRESS AND IMPLIED; BREACH OF THE COVENANT
OF GOOD  FAITH  AND  FAIR  DEALING,  BOTH  EXPRESS  AND  IMPLIED;  NEGLIGENT  OR
INTENTIONAL   INFLICTION  OF  EMOTIONAL   DISTRESS;   NEGLIGENT  OR  INTENTIONAL
MISREPRESENTATION;  NEGLIGENT  OR  INTENTIONAL  INTERFERENCE  WITH  CONTRACT  OR
PROSPECTIVE ECONOMIC ADVANTAGE; AND DEFAMATION.

                           (ii) ANY AND ALL CLAIMS FOR  VIOLATION OF ANY FEDERAL
STATE OR  MUNICIPAL  STATUTE,  INCLUDING,  BUT NOT LIMITED TO,  TITLE VII OF THE
CIVIL RIGHTS ACT OF 1964, THE CIVIL RIGHTS ACT OF 1991,  THE AGE  DISCRIMINATION
IN EMPLOYMENT ACT OF 1967, THE AMERICANS WITH DISABILITIES ACT OF 1990, THE FAIR
LABOR  STANDARDS ACT, THE CALIFORNIA  FAIR EMPLOYMENT AND HOUSING ACT, AND LABOR
CODE SECTION 201, et seq;

                           (iii)  ANY AND ALL  CLAIMS  ARISING  OUT OF ANY OTHER
LAWS AND REGULATIONS RELATING TO EMPLOYMENT OR EMPLOYMENT DISCRIMINATION.

                                      -8-
<PAGE>

         10. Miscellaneous Provisions.

                  (a) No Duty to Mitigate. The Employee shall not be required to
mitigate the amount of any payment contemplated by this Agreement, nor shall any
such payment be reduced by any  earnings  that the Employee may receive from any
other source.

                  (b) Waiver.  No provision of this  Agreement  may be modified,
waived or discharged unless the  modification,  waiver or discharge is agreed to
in  writing  and  signed by the  Employee  and by an  authorized  officer of the
Company (other than the  Employee).  No waiver by either party of any breach of,
or of compliance with, any condition or provision of this Agreement by the other
party shall be considered a waiver of any other condition or provision or of the
same condition or provision at another time.

                  (c)   Integration.   This   Agreement  and  the  stock  option
agreements   representing  the  Options   represent  the  entire  agreement  and
understanding  between the parties as to the subject matter herein and supersede
all prior or contemporaneous agreements, whether written or oral.

                  (d) Choice of Law. The validity, interpretation,  construction
and performance of this Agreement shall be governed by the internal  substantive
laws, but not the conflicts of law rules, of the State of California.

                  (e) Severability.  The invalidity or  unenforceability  of any
provision  or  provisions  of this  Agreement  shall not affect the  validity or
enforceability of any other provision  hereof,  which shall remain in full force
and effect.

                  (f)  Employment  Taxes.  All  payments  made  pursuant to this
Agreement  shall be subject to withholding  of applicable  income and employment
taxes.

                  (g)   Counterparts.   This   Agreement   may  be  executed  in
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together will constitute one and the same instrument.

IN WITNESS WHEREOF, each of the parties has executed this Agreement, in the case
of the  Company  by its duly  authorized  officer,  as of the day and year first
above written.

                                            SPECTRIAN COMPANY

/s/ Michael D. Angel                                 /s/ Thomas H. Waechter
_________________________________           By: ________________________________
Employee Signature
                                                     CEO & President
                                            Its: _______________________________
    July 19, 2001
________________________________                     July 19, 2001
Date                                        ____________________________________
                                            Date

                                      -9-
<PAGE>

                                    Exhibit A

                          GENERAL RELEASE OF ALL CLAIMS

                   (to Change of Control Severance Agreement)

On behalf of myself, my heirs,  executors,  administrators and assigns, I hereby
make  the  following   agreements  and  acknowledgements  in  exchange  for  the
severance,  benefits  and option  acceleration  to be  received  by me under the
Spectrian Company Change of Control Severance Agreement (the "CIC Agreement").

1. I agree  that I fully  and  forever  waive,  release,  acquit  and  discharge
Spectrian  Company and any and all past,  current and future parent,  subsidiary
and affiliated  companies,  predecessors and successors  thereto, as well as the
Company's officers, directors, agents, employees,  affiliates,  representatives,
shareholders and assigns (collectively the "Company"),  from any and all claims,
actions,  charges,  complaints,  grievances  and  causes of  action of  whatever
nature,  whether now known or unknown,  including but not limited to, all claims
arising  from or  relating  to my  recruitment  and  hiring by the  Company,  my
employment with the Company and the Involuntary  Termination thereof,  including
but not limited to: claims for bonuses,  or for severance except pursuant to the
CIC  Agreement;  claims of breach of  contract,  breach of the  covenant of good
faith and fair dealing, wrongful termination, violation of public policy, fraud,
intentional  or  negligent  misrepresentation,   defamation,   personal  injury,
infliction of emotional  distress,  and claims under Title VII of the 1964 Civil
Rights Act, the Equal Pay Act of 1963, the Age Discrimination in Employment Act,
the Americans with  Disabilities Act, the Civil Rights Act of 1866, the Employee
Retirement  Income  Security Act of 1974, the Worker  Adjustment  Retraining and
Notification Act, the Family Medical Leave Act, the California  Government Code,
the  California  Labor Code,  and any other  local,  state and federal  laws and
regulations relating to employment, except any claim I may have for:

                  a.  unemployment or any state  disability  insurance  benefits
pursuant to the terms of applicable state law;

                  b. workers' compensation insurance benefits under the terms of
any worker's compensation insurance policy or fund of the Company.

2. I understand and agree that if, hereafter, I discover facts different from or
in addition  to those  which I now know or believe to be true,  that the waivers
and  releases  of this  General  Release  shall be and remain  effective  in all
respects  notwithstanding such different or additional facts or the discovery of
such  facts.  I agree  that I fully and  forever  waive any and all  rights  and
benefits  conferred  upon me by the provisions of Section 1542 of the Civil Code
of the State of  California  (or other  comparable  provision of any  applicable
state statutory or common law), which states as follows (parentheticals added):

                  A general release does not extend to claims which the creditor
                  [i.e.,  me] does not know or  suspect to exist in his favor at
                  the time of executing the release,  which if known by him must
                  have materially affected his settlement with the debtor [i.e.,
                  the Company].

                                      -1-
<PAGE>

3. I understand and agree that the severance, benefits, and options acceleration
provided  under the CIC  Agreement  shall  constitute  the entire  consideration
provided  under  this  General  Release  and that I will  not  seek any  further
compensation  or  benefits in  connection  with my  employment  or for any other
claims,  damages,  costs,  or  attorneys'  fees in  connection  with the matters
encompassed in this General Release.

4. I agree  that  neither  the fact nor any  aspect of this  General  Release is
intended, or should be construed at any time, to be an admission of liability or
wrongdoing by either myself or by the Company.

5. I agree  that I will not make  any  negative  or  disparaging  statements  or
comments,  either as fact or as opinion,  about the Company,  including  but not
limited to its employees, officers, directors,  shareholders,  vendors, products
or services,  business,  technologies,  market  position,  performance and other
similar information concerning the Company.

6. I agree that if any  provision,  or portion of a  provision,  of this General
Release is, for any reason, held to be unenforceable, that such unenforceability
will not affect any other provision, or portion of a provision, and this General
Release  shall be  construed as if such  unenforceable  provision or portion had
never been contained herein.

7. I understand that this Agreement constitutes the entire agreement between the
Company  and  me  on  the  subjects   addressed  herein,  and  no  promises  and
representations  were  made to me which do not  appear in this  Agreement.  This
Agreement  may  not  be  modified  or  changed  orally.  I  understand  that  no
modification  of any of the  terms  or  conditions  of this  Agreement  shall be
effective unless made in writing and signed by the Company and me.

8. I understand that this Agreement supercedes and replaces all prior agreements
between the Company and me, whether express or implied, oral or written,  except
that this Agreement (a) does not supercede the terms of any  obligation  which I
have to maintain  confidentiality  of and not misappropriate  trade secrets,  or
proprietary  or  confidential  information  of the  Company;  and (b)  does  not
supercede the terms of any obligation  which I have pertaining to the assignment
of inventions to the Company.

9. I understand that I may review and consider,  and discuss with an attorney of
my own  choosing,  and decide  whether or not to sign this  General  Release.  I
understand that through this General Release I am releasing the Company from any
and  all  claims  I  have  or  may  have  against  the  Company,  including  age
discrimination claims up through the Effective Date of this General Release.

10. I understand that if I choose to accept this General  Release,  I must date,
sign,  and  deliver  it to the  Company  no later  than the  21st  calendar  day
following my Involuntary Termination.

                                      -2-
<PAGE>

11. I understand that after signing this Agreement, I have seven (7) days within
which to revoke the Agreement.  In order to revoke this Agreement,  I understand
that I must do so in writing and that I must deliver the written  revocation  so
that it is received in the Company's  physical  possession before the end of the
seven (7)-day revocation period. The written revocation must be delivered to the
Company at the following address:

                  Vice President, Human Resources
                  Spectrian Company
                  350 West Java Drive
                  Sunnyvale, CA  94089
                  Facsimile: (408) 541-0260

I further  understand  that I may not sign this General Release any earlier than
the effective date of my Involuntary Termination, and that the Effective Date of
this  General  Release  will be the eighth day after I have signed it,  provided
that I have  delivered  it to the  Company  and I have not revoked it during the
seven  days  after I signed  it. I  understand  that I should  return  my signed
General Release as noted above.

                                                SPECTRIAN COMPANY


Dated: _____________________________            By: ____________________________

                                                Its: ___________________________


____________________________________            ________________________________
Dated                                           Employee's Signature

                                      -3-

</TEXT>
</DOCUMENT>
