VARI L CO INC
EXECUTIVE EMPLOYMENT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>d86614ex10-1.txt
<DESCRIPTION>EXECUTIVE EMPLOYMENT AGREEMENT
<TEXT>

<PAGE>   1
                              VARI-L COMPANY, INC.
                         EXECUTIVE EMPLOYMENT AGREEMENT


         THIS AGREEMENT, effective January 22, 2001, is made and entered into by
and between VARI-L COMPANY, INC. (the "Company") and RICHARD P. DUTKIEWICZ
("Employee").

         WHEREAS, the Company wishes to engage Employee as the Company's Chief
Financial Officer and Vice President-Finance to lead the Company's accounting
department and to manage, coordinate and actively participate in the Company's
corporate finance, accounting, banking, investor relations and financial
reporting functions, as part of the Company's continuing efforts to build
shareholder value; and

         WHEREAS, the Company's Board of Directors, comprised solely of
disinterested directors, has determined to provide Employee with this employment
agreement, including the severance package and other benefits provided hereby,
for the purpose of inducing Employee to accept a position with the Company and
to continue to provide diligent and efficacious services to the Company during
his employment.

         NOW, THEREFORE, for good and valuable consideration, the parties hereto
agree as follows:

         I. EMPLOYMENT. The Company hereby employs Employee, and Employee hereby
accepts employment, upon the terms and conditions hereinafter set forth.

         II. TERM. Subject to the provisions for termination as hereinafter
provided, the term of this Agreement is for a period commencing January 22,
2001, and expiring January 21, 2003 (the "Initial Term"). On January 21 of each
year, beginning in 2003, the term of this Agreement shall be automatically
extended for an additional year without any further action on the part of the
Company or Employee unless terminated under the provisions of Section VIII of
this Agreement.

         III. DUTIES. Employee is engaged as Chief Financial Officer and Vice
President-Finance of the Company, to have primary responsibility for and
authority over the management and direction of all accounting, finance and tax
functions of the Company, including the management and coordination of, and
active participation in, the Company's corporate finance, accounting, banking,
investor relations and financial reporting functions, and such other duties as
may be assigned to Employee by the Audit Committee of the Company's Board of
Directors, subject only to the direction of the Audit Committee and, to the
extent such authority is delegated by the Audit Committee to the Chief Executive
Officer or any other officers of the Company, the direction or supervision of
such other officers.

         IV. EXTENT OF SERVICES. Employee shall faithfully, industriously, and
to the best of his ability, experience, and talents, perform all of the duties
that may be required of and from him pursuant to this Agreement. Nothing herein
shall be construed as preventing Employee from (a) investing his assets in such
form or manner as will not require any services on the part of Employee in the
operations or the affairs of the companies in which such investments are


<PAGE>   2

made or (b) serving as a director, advisor, or consultant; provided, however,
that such investments or services may not be in connection with a business which
is in competition with the Company (excluding (i) indirect investments through
mutual funds or other broad based investment vehicles, (ii) investments in debt
instruments, and (iii) investments in less than 5% of the stock of any publicly
held business). For purposes hereof, "in competition with the Company" shall be
construed consistently with Section VII hereof.

         V. COMPENSATION AND EMPLOYEE BENEFITS.

              A. ANNUAL BASE SALARY. For all services rendered by Employee under
this Agreement, the Company shall pay Employee an annual base salary of at least
$150,000, payable in equal bi-weekly installments. The amount of such base
salary shall be determined at the beginning of each fiscal year by the
Compensation Committee of the Company's Board of Directors in its sole
discretion on the basis of merit and the Company's financial success and
progress but in no event shall such base salary be less than the annual base
salary indicated in this paragraph.

              B. BONUS COMPENSATION. Upon Employee's completion of ninety (90)
days employment under this Agreement, the Company will pay an initial signing
bonus of $10,000 to Employee. In addition to and not as a substitute for such
bonus, Employee may receive such additional bonuses, payable in cash or shares
of the Company's stock, as may be determined at the beginning of each fiscal
year of the Company by the Board of Directors or the Compensation Committee of
the Board of Directors, in its sole discretion, on the basis of: (i) Employee's
success in meeting his personal performance goals, as established by the Audit
Committee of the Board of Directors; (ii) Employee's merit, including but not
limited to the quality of the services provided by Employee and his
industriousness and diligence in performing such services; and (iii) the
Company's financial success and progress in the prior fiscal year. It is
anticipated that, if Employee is judged to have been successful under the
foregoing criteria, his annual bonus would be equal to approximately thirty
percent (30%) of his annual base salary for the preceding year.

              C. VACATION. Employee shall be entitled to accrue three (3) weeks
of paid vacation for each year of service provided. After one year of service,
that amount will increase to four (4) weeks per year. Any accrued but unused
vacation time shall be paid to Employee at or before the termination of his
employment, in accordance with Company policy, in addition to any amounts due
and payable to Employee under Section VIII hereof. Employee shall be required to
take at least two (2) weeks vacation per year, including in at least one case a
vacation lasting no less than five (5) consecutive business days.

              D. EMPLOYEE BENEFITS. Employee shall be entitled to receive all of
the rights, benefits, and privileges of an employee and an executive officer
under any retirement, pension, profit-sharing, insurance, health and hospital,
and other employee benefit plans which may be now in effect or hereafter adopted
by the Company. It is agreed that, in 2001, Employee will be granted options to
purchase 20,000 shares of the Company's common stock under the Company's Tandem
Stock Option and Stock Appreciation Rights Plan, which option shall vest ratably
over a four year period and shall be subject to the other terms and conditions
of that plan. Employee's right to receive grants in subsequent years will be
determined on the same basis as other senior


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executives of the Company considering, in Employee's case, the performance
standards set forth in Section V. B above.

              E. WORKING FACILITIES. Employee shall be furnished with a private
office, business tools, and such other facilities and services suitable to
Employee's position and adequate for the performance of the duties required by
this Agreement.

              F. EXPENSES. Subject to limits which may be imposed by the Chief
Executive Officer, President or the Board of Directors, including any committee
thereof, Employee is authorized to incur reasonable expenses in connection with
his responsibilities in conducting the business of the Company, including
expenses for entertainment, travel, and similar items. The Company will
reimburse Employee for all such expenses upon the presentation by Employee, from
time to time, of an itemized account of such expenditures, including receipts or
other adequate documentation, or Employee may pay such expenses with a Company
credit card, if a Company credit card is issued to Employee, and Employee shall
appropriately document the business purpose of such expenditures. Employee's
expenses must be submitted to and approved by the Audit Committee or another
officer or employee designated by the Audit Committee to review and approve such
expenses.

         VI. PROPRIETARY INTERESTS OF COMPANY.

              Employee and the Company recognize that the Company is in a highly
competitive business in a highly technical industry. The parties acknowledge
that the success or failure of the Company depends largely on the development
and use of certain proprietary and confidential information and trade secrets,
including without limitation, information concerning any of the Company's
patented components, research and development projects and in patent process
components, and personal relationships with present and potential customers,
suppliers, contractors, and governmental agencies as well as technology,
procedures, systems, and techniques relating to the products developed or
distributed by the Company (hereinafter collectively referred to as
"Confidential Information"). Confidential Information is a substantial asset of
the Company. Confidential Information will be disclosed to Employee in the
normal course of operation. Employee acknowledges that Confidential Information
is extremely valuable to the Company and must be protected from unauthorized use
by the Company's competitors or other persons. Therefore, Employee agrees not to
disclose or use, whether for the benefit of Employee or any other person or
entity, at any time during or after his employment, any Confidential Information
to any person or entity other than the Company or persons authorized by the
Company to receive such Confidential Information.

              Employee recognizes that, during the term of his employment with
the Company, he may develop new products, technology, processes, devices,
inventions, or methods of production, including but not limited to computer
hardware, software or "firmware," and may enhance, improve or perfect existing
products, technology, processes, devices, inventions or methods of production
(hereinafter collectively referred to as "Inventions"). As partial consideration
for the salary and other benefits provided by the Company to the Employee,
Employee hereby agrees that his entire work product while in the employ of the
Company, including any Inventions, is the exclusive property of the Company.
Employee also agrees to cooperate fully with the Company and to do whatever acts
are reasonably necessary in order to


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obtain United States or foreign letters patent or copyrights, or both, and to
vest the entire right and title thereto in the Company. Employee further agrees
that the Company shall have the royalty-free right to use in its business, and
to make, use, and sell such Inventions whether or not patentable, regardless of
whether they are conceived or made by the Employee during the hours which he is
employed by the Company or with the use of or assistance of the Company's
facilities, materials or personnel.

              Except as required in his duties to the Company, Employee will
not, directly or indirectly, use, disseminate, disclose, lecture upon, or
publish articles concerning any Confidential Information without the prior
written consent of the Company.

              Upon termination of his employment with the Company, all
documents, records, notebooks, and similar repositories of or containing
Confidential Information, including copies thereof, then in Employee's
possession, whether prepared by Employee or others, will be left with the
Company, and no copies thereof will be retained by the Employee.

              It is agreed that any breach of this section of the Agreement will
cause immediate irreparable harm to the Company and monetary damages would be
difficult if not impossible to ascertain. Therefore, the parties agree that,
upon any breach of any covenant in this Section VI, that the Company may obtain
from the district court for the City and County of Denver, Colorado, or any
other court of competent jurisdiction, an appropriate restraining order,
preliminary injunction or other form of equitable relief with respect thereto.
Nothing contained herein shall be construed as prohibiting the Company from
pursuing any other available remedies for such breach, including the recovery of
damages, costs, and attorney fees.

         VII. NONCOMPETE AND NONSOLICITATION. During the term of this Agreement
and for a period of the greater of (a) one year after termination or expiration
of this Agreement or (b) the period during which a Severance Amount or
consulting arrangement is being paid to Employee by the Company (the "Noncompete
Period"), the Employee will not, directly or indirectly, own, manage, operate,
control, provide services to, be employed by, participate in, or be connected in
any manner with the ownership, management, operation, or control of any business
which develops, manufactures, distributes or sells the same type of products as
the Company, or products which are the functional equivalent of the Company's
products or currently planned products, within and to the same market as the
Company's market at the time of Employee's activity or, after the termination of
this Agreement, at the time of such termination. Employee certifies that his
employment with the Company will not breach a previous employment agreement.
Employee agrees not to engage in the unauthorized use of the proprietary assets
of others during the term of his employment by the Company. Employee agrees not
to enter into any other employment agreement, oral or written, which will run
concurrently, in whole or in part, with Employee's employment by the Company,
provided, however, that the Company acknowledges and agrees that Employee may,
for a period of up to three (3) months after the date of this Agreement, provide
consulting services on a part time basis to his former employer in order to
assist it in the transition and training of his replacement. It is agreed that
any breach of this section of the Agreement will cause immediate irreparable
harm to the Company and that monetary damages for such breach would be difficult
if not impossible to ascertain. Therefore, the parties agree that upon any
breach of the covenants of this section the Company may obtain from the district
court for the City and County of Denver, Colorado, or any other court of


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competent jurisdiction, an appropriate restraining order, preliminary injunction
or other form of equitable relief with respect thereto. Nothing contained herein
shall be construed as prohibiting the Company from pursuing any other available
remedies for such breach, including the recovery of damages, costs, and attorney
fees.

              The foregoing agreement not to compete shall not be held invalid
because of the scope of the territory or the actions restricted thereby, or the
period of time within which such agreement is operative; but any judgment by a
court of competent jurisdiction may define the maximum territory and actions
subject to, and restricted by, this paragraph and the period of time during
which such agreement is enforceable.

              Notwithstanding the foregoing, in the event of a Change of
Control, as hereinafter defined, not recommended by a majority of the Board of
Directors of the Company as constituted prior to the date of such Change of
Control, this non-compete agreement shall terminate upon the date of such Change
of Control.

         VIII. TERMINATION OF EMPLOYMENT.

              A. TERMINATION BY MUTUAL AGREEMENT. The Company and Employee may
agree to terminate this Agreement on terms and conditions mutually acceptable to
them as of the date of termination.

              B. DEATH. In the event of Employee's death during the term of this
Agreement, including the Consulting Period, if any, the Company shall pay to
Employee's estate any unpaid wages or other amounts owing at the time of death
and shall pay, in addition to and not as a substitute for the proceeds from any
life insurance policies on Employee's life paid for by the Company, an amount
equal to the Severance Amount which would have been payable to Employee if there
had been a Voluntary Termination on the date of Employee's death and all notice
and other requirements for the payment of such Severance Amount had been
satisfied.

              C. DISABILITY. If Employee becomes Disabled during the term of
employment or during the Consulting Period, the Company, at its option, may
thereafter, upon written notice to Employee or Employee's personal
representative, terminate the employment or Consulting Agreement. Employee shall
thereafter be eligible to receive disability benefits under the Company's
standard employee disability insurance policy like any other employee.

              D. VOLUNTARY OR INVOLUNTARY TERMINATION. Upon a Voluntary or
Involuntary Termination as defined herein, Employee shall continue to render his
services to the Company, if and to the extent required by the Company, up to the
date of such Voluntary or Involuntary Termination as referenced in the written
notice of termination submitted to Employee by the Company, or vice versa, and
shall be paid (i) the unpaid amount of the then applicable annual base salary up
to the date of such Voluntary or Involuntary Termination, (ii) any bonuses which
the Company's Board of Directors may determine, in its sole discretion, to be
due and payable to Employee, and (iii) the Severance Amount as defined herein.
In the event of a Voluntary Termination, as a condition to Employee's receipt of
the foregoing payments to Employee, during the time between the submission of a
notice of termination by Employee and the effective date of termination set
forth in such notice, Employee shall continue to diligently provide the Company
with such services as the Company may request. In the event of an


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Involuntary Termination, all unvested stock options and stock appreciation
rights that have previously been granted to Employee will fully vest and remain
exercisable for a period of time equal to the later of three (3) months after
such termination or the end of the Consulting Period.

              E. DEFINITIONS. All the terms defined in this Section shall have
the meanings given below throughout this Agreement.

                 1. "CHANGE IN DUTIES, COMPENSATION, OR BENEFITS" shall mean any
one or more of the following:

                     a. a significant and detrimental change in the nature or
scope of Employee's authority, responsibilities or duties from those currently
applicable to him;

                     b. a reduction in Employee's annual base salary from that
currently provided to him;

                     c. a diminution in Employee's eligibility to participate in
bonus, stock option, incentive award or any other compensation plan which
provides opportunities to receive compensation from those currently applicable
to him, except for: (i) changes in the eligibility requirements for plans that
are applicable to employees generally; (ii) changes in plans that are applicable
to all executives and result in a diminution of Employee's benefits under such
plan that is fair and proportional as compared to the diminution of benefits for
all executives; and (iii) changes that are required by applicable law;

                     d. a material diminution in employee benefits (including
but not limited to medical, dental or life insurance and long-term disability
plans) and perquisites currently applicable to Employee, except for: (i) changes
in the eligibility requirements for benefits that are applicable to employees
generally; (ii) changes in benefits and perquisites that are applicable to all
executives and result in a diminution of Employee's benefits that is fair and
proportional as compared to the diminution for all executives; and (iii) changes
that are required by applicable law;

                     e. a change in the location of Employee's principal place
of employment by the Company (including its subsidiaries) by more than fifty
(50) miles from the location where he was principally employed immediately prior
to the date on which a Change of Control occurs; or

                     f. a reasonable determination by a majority of those
persons comprising the Board of Directors of the Company prior to a Change of
Control (even if such determination is made after such Change of Control) that,
as a result of a Change of Control and a change in circumstances thereafter
significantly affecting his position, Employee is unable to exercise the
functions or duties attached to his position immediately prior to the date on
which a Change of Control occurs.

                 2. "CHANGE OF CONTROL" shall be deemed to have occurred if:

                     a. any "person," including a "group" as determined in
accordance with Section 13(d)(3) of the Securities Exchange Act of 1934 (the
"Exchange Act"),


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is or becomes the beneficial owner, directly or indirectly, of securities of the
Company representing 50% or more of the combined voting power of the Company's
then outstanding securities;

                     b. as a result of, or in connection with, any tender offer
or exchange offer, merger or other business combination, sale of assets or
contested election, or any combination of the foregoing transactions (a
"Transaction"), the persons who were directors of the Company before the
Transaction shall cease to constitute a majority of the Board of Directors of
the Company or any successor to the Company;

                     c. the Company is merged or consolidated with another
corporation or entity and, as a result of the merger or consolidation, less than
80% of the outstanding voting securities of the surviving corporation or entity
is then owned in the aggregate by the former stockholders of the Company;

                     d. a tender offer or exchange offer is made and consummated
for the ownership of securities of the Company representing 50% or more of the
combined voting power of the Company's then outstanding voting securities; or

                     e. the Company transfers all or substantially all of its
assets to another corporation which is not a wholly-owned subsidiary of the
Company.

                 3. "DISABLED" OR "DISABILITY" shall mean mental or physical
illness or condition rendering Employee incapable of performing any portion of
Employee's normal duties with the Company even after the Company's reasonable
accommodation of any such disability in accordance with the Americans with
Disabilities Act and the Colorado Nondiscrimination statute.

                 4. "INVOLUNTARY TERMINATION" shall mean any termination except:

                     a. VOLUNTARY TERMINATION;

                     b. termination by mutual agreement;

                     c. termination as a result of death; or

                     d. Employee's voluntary retirement from employment or
mandatory retirement from employment pursuant to a retirement plan to which
Employee was subject prior to any Change of Control. ("Retirement").

                 5. "SEVERANCE AMOUNT" is equal to:

                     a. in the case of an Involuntary Termination not following
a Change of Control, one-half of Employee's annual base salary payable ratably
over a six (6) month period on the Company's regular payroll dates, in addition
to and not as a substitute for compensation payable to Employee on account of
post-termination consulting services provided by Employee to the Company, if
any, pursuant to Section XI hereof. In the case of a Involuntary Termination
following a Change of Control, the Severance Amount shall be an amount equal to


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seventy five percent (75%) of Employee's then annual base salary, payable in a
single lump sum no later than thirty (30) days following such termination. In
the event of Voluntary Termination, no Severance Amount shall be payable until
Employee has completed one (1) year of service under this Agreement, in which
case the Severance Amount will be equal to one (1) month's salary for every year
of service completed under this Agreement, up to a maximum of three (3) months,
payable ratably on the Company's regular payroll dates.

                     b. In the case of a Voluntary Termination or an Involuntary
Termination resulting from Employee's resignation following a Change in Duties,
Compensation or Benefits, Employee must give the Company proper notice of such
Termination in order to receive the Severance Amount. For purposes hereof,
proper notice is defined as written notice received by the Company not less than
thirty (30) days prior to the date of termination of employment.

                     c. In the case of an Involuntary Termination by the
Company, the Company must give Employee not less than thirty (30) days prior
written notice of such termination.

                     d. Notwithstanding any other provision of this Agreement,
in the event that the Employee is found to have violated the non-compete
provisions of Section VII of this Agreement by a court of competent jurisdiction
("Breach"), all Severance Amounts due and owing under this Agreement shall be
terminated upon the effective date of the Breach and the Employee shall
reimburse the Company for any portion of the Severance Amount previously paid to
Employee.

                 6. "VOLUNTARY TERMINATION" shall mean any termination which
results from a resignation by the Employee other than a resignation following a
Change in Duties, Compensation, or Benefits as defined herein.

                 7. "VOTING SECURITIES" shall mean any securities which
ordinarily possess the power to vote in the election of directors without the
occurrence of any pre-condition or contingency other than the passage of time.

                 8. "BENEFICIALLY OWNED" shall mean beneficial ownership by the
Employee, the Employee's spouse, or a trust or similar arrangement established
by or for the benefit of the Employee, the Employee's spouse, or the Employee's
minor children as well as the meaning of such term under Section 13 or Section
16 of the Securities Exchange Act.

              F. SECTION 280G PAYMENT. In the unlikely event that the Severance
Amount payments under this Agreement are determined by an independent accounting
firm retained by Employee (but paid for by the Company) to constitute "excess
parachute payments" within the meaning of Section 280G of the Internal Revenue
Code of 1986, as amended, (the "Code") and any regulations thereunder, such
Severance Amount shall be reduced by the amount necessary to avoid such
classification.

              G. MEDICAL AND DENTAL BENEFITS. If Employee's employment by the
Company or any subsidiary or successor of the Company is terminated because of
Death, Disability, or Involuntary Termination, then to the extent that Employee
or any of Employee's


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dependents may be covered under the terms of any medical and dental plans of the
Company (or any subsidiary) immediately prior to the termination, the Company
will provide Employee and those dependents with the same or equivalent coverages
until three (3) months after any such termination of employment. The Company
may, at its election, procure such coverages apart from, and outside of the
terms of, the plans applicable to other employees. The Company's obligation to
provide such coverages will be limited by the requirement that Employee and
Employee's dependents comply with all of the conditions of the medical or dental
plans applicable to employees generally and the Company is under no obligation
to obtain special coverages for Employee which would not be covered by the plans
applicable to employees generally. In consideration for these benefits, Employee
must make contributions equal to those required from time to time from other
employees for equivalent coverages under the medical or dental plans. If and to
the extent that Employee is eligible to participate in a medical, dental or
other health insurance plan of another employer after the termination of his
employment by the Company, then the benefit provided by this section shall be
eliminated or commensurately diminished.

         IX. LIFE INSURANCE.

              A. GROUP LIFE INSURANCE. The Company shall provide Employee with
personal life insurance under the Company's group life insurance policy as in
effect from time to time which shall be payable to a beneficiary designated by
Employee in addition to, and not as a substitute for, any Severance Amount
payable under Section VIII.B. above. Employee acknowledges that, while the
Company currently maintains group life insurance which provides for a death
benefit equal to three (3) times an officer's annual base salary at the time of
death as well as an accidental death and dismemberment policy (the AD&D Policy")
which also provides for an additional benefit in the same amount as the group
life insurance if the cause of death is covered by the AD&D Policy, such
coverages may be altered or amended in the future on a Company-wide basis,
provided, however, that under no circumstances will such coverages be reduced
unless other officers of comparable rank within the Company are correspondingly
reduced.

              B. KEY MAN LIFE INSURANCE. Employee hereby consents to the
purchase by the Company, at the Company's option, of one or more "key man" life
insurance policies on Employee's life naming the Company or its designee as
beneficiary (the "Key Man Policies"); provided, however, that the Company shall
not be required to obtain such insurance. Employee agrees that he shall take any
reasonable actions which may be requested by the Company, and otherwise fully
cooperate with the Company, in its efforts to purchase and maintain the Key Man
Policies. The Key Man Policies will be owned by the Company and the proceeds
made payable to the Company or its designee. If purchased by the Company, the
Key Man Policies shall be for the purpose of providing funds necessary to obtain
a replacement for Employee and for any other reasonable business purpose as may
be determined by the Company in amounts sufficient to accomplish their intended
purposes.

         X. DIRECTORS AND OFFICERS INSURANCE. The Company shall maintain and
keep in force directors and officers liability insurance coverage on all
directors and officers in such an amount as the Company deems reasonable and
necessary under the circumstances but in no event less than $7.5 million of
aggregate coverage.


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         XI. POST-TERMINATION CONSULTING. In the event of Employee's Involuntary
or Voluntary Termination, Employee agrees to provide services to the Company as
a consultant for a period of ninety (90) days following the termination of his
employment (the "Consulting Period"), in exchange for cash compensation at the
rate of $100 per hour. While the Consulting Period will only begin after
termination of employment under this Agreement, Employee shall nevertheless
continue to be an "employee" of the Company during the Consulting Period for
purposes of the Company's Tandem Stock Option and Stock Appreciation Rights Plan
and Stock Bonus Plan, although the scope of Employee's services and
responsibilities shall be diminished in such manner and amounts as may be agreed
upon by the Company and Employee. Employee shall have the right to decline to
provide any consulting services after an Involuntary Termination or Voluntary
Termination but such refusal will result in the forfeiture of Employee's right
to the Severance Amount hereunder. If Employee does elect to provide consulting
services, Employee shall be obligated to provide no more than ten (10) hours of
consulting services per week during the Consulting Period, if and to the extent
requested by the Company. Employee may determine to cease providing such
services to the Company at any time but such a determination, to the extent it
is made prior to the completion of the full ninety (90) day Consulting Period,
shall proportionately reduce Employee's entitlement to the Severance Amount
payable hereunder.

         XII. NOTICES. Any notice required or permitted to be given under this
Agreement shall be sufficient if in writing and delivered in person or sent by
registered or certified mail to Employee's residence as indicated in Employee's
personnel file at in the Company's records in the case of Employee or to its
principal office in the case of the Company.

         XIII. WAIVER. The waiver of any provision of this Agreement shall not
operate or be construed as a waiver of any other provision of this Agreement. No
waiver shall be valid unless in writing and executed by the party to be charged
therewith.

         XIV. SEVERABILITY/MODIFICATION. In the event that any clause or
provision of this Agreement shall be determined to be invalid, illegal or
unenforceable, such clause or provision may be severed or modified to the extent
necessary, and, as severed and/or modified, this Agreement shall remain in full
force and effect.

         XV. ASSIGNMENT. Except for a transfer by will or by the laws of descent
or distribution, Employee's right to receive payments or benefits under this
Agreement shall not be assignable or transferable, whether by pledge, creation
of a security interest or otherwise. In the event of any attempted assignment or
transfer contrary to this paragraph, the Company shall have no liability to pay
any amount so attempted to be assigned or transferred. Employee acknowledges
that the services to be rendered under this Agreement are unique and personal.
Accordingly, Employee may not assign such duties or obligations under this
Agreement.

         XVI. SUCCESSORS. This Agreement shall be binding upon and inure to the
benefit of the Company, its successors and assigns (including, without
limitation, any company into or with which the Company may merge or
consolidate). The Company agrees that it will not effect the sale or other
disposition of all or substantially all of its assets unless either (i) the
person or entity acquiring the assets or a substantial portion of the assets
shall expressly assume by an instrument in writing all duties and obligations of
the Company under this Agreement or (ii) the Company


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shall provide, through the establishment of a separate reserve or otherwise, for
the payment in full of all amounts which are or may reasonably be expected to
become payable to Employee under this Agreement.

         XVII. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
concerning the employment arrangement between the parties and shall, as of the
effective date hereof, supersede all other such agreements between the parties,
provided, however, that nothing in this Agreement shall prevent the Company from
granting additional or special compensation or benefits to Employee after the
date of execution of this Agreement. This Agreement may not be amended except by
an agreement in writing signed by both parties.

         XVIII. GOVERNING LAW AND JURISDICTION. This Agreement shall be
interpreted, construed, and enforced under the laws of the State of Colorado.
The courts of the State of Colorado shall have sole jurisdiction and venue over
all controversies which may arise with respect to this Agreement.

         XIX. TIME. In comparing any period of time prescribed or allowed by
this Agreement, the day of the act, event or default from which the designated
period of time begins to run shall not be included. Time accounting shall begin
upon midnight of the following calendar day. All periods of time shall be
assumed to be specified in calendar days unless otherwise noted. In the case of
fractional days of time, the appropriate equivalent hours can be calculated and
accounted for against midnight of the calendar day in which the period of time
started. For purposes of calculating the duration of the covenant not to compete
the time period of such covenant shall be extended by one day for each day that
Employee competes with Company in violation of such covenant.

         XX. COLORADO WAGE ACT. The Company and Employee agree that the
Severance Amount, if any, payable under this Agreement shall be considered
"wages" for purposes of the Colorado Wage Act, C.R.S. Section 8-4-101 et seq.

         XXI. COUNTERPARTS. This Agreement may be signed in one or more
counterparts which, taken together, shall constitute a single binding agreement
between the parties. Photocopies or telecopies of the parties' original
signatures hereto may be relied upon as originals for all purposes.


                                       11
<PAGE>   12

         IN WITNESS WHEREOF, the parties have executed this Agreement the date
and year indicated below.

                           THE COMPANY:

                           VARI-L COMPANY, INC.



                           By:
                               -------------------------------------------------
                               G. Peter Pappas, Chief Executive Officer


                           EMPLOYEE:



                           -----------------------------------------------------
                           Richard P. Dutkiewicz



                                       12
</TEXT>
</DOCUMENT>
