PERFORMANCE AND RETENTION AGREEMENT

Exhibit 10.15

Performance and Retention Agreement

THIS PERFORMANCE AND RETENTION AGREEMENT (hereafter referred to as the “Agreement”) is made and entered into as of September 6, 2005 (the “Effective Date”) by and between REMEC, Inc., a California corporation, (hereafter referred to as the “Company”), and David F. Wilkinson (hereafter referred to as the “Employee”). Company and Employee are each referred to as a “Party”, and collectively as “Parties.”

The purpose of the Agreement is to provide an incentive payment to the Employee, currently employed by the Company as Director, Worldwide Tax in exchange for (i) the Employee’s continued employment with the Company after the Effective Date and until terminated by the Company for other than Cause (as defined in Section 2.2 below), and (ii) the execution of a general release of all claims against the Company on a form reasonably acceptable to the Company (“General Release”). Such incentive payment is in lieu of any other severance the Employee may be eligible to receive from the Company upon the termination of employment.

2.1 As an incentive and on condition that: (a) the Employee remain employed with the Company after the Effective Date and until terminated by the Company for other than Cause (as defined in Section 2.2 below), and (b) the Employee shall execute the General Release, the Employee shall earn an incentive payment equal to $150,000.00 (the “Incentive Payment”). The Incentive Payment shall be paid to the Employee on the date of termination of employment other than as set forth in Section 2.2 below.

2.2 If the Employee’s employment with the Company is voluntarily terminated by the Employee, or terminated by the Company for Cause (as defined herein) prior to the end of the term of this Agreement, the Employee shall be consider