SENIOR EXECUTIVE OFFICER SEVERANCE AND RETENTION PLAN

Exhibit 10.14

Endwave Corporation

SENIOR EXECUTIVE OFFICER SEVERANCE AND RETENTION PLAN

Section 1. Introduction.

     The purpose of this Plan is to encourage Eligible Executive Officers to remain as valued employees of the Company. This Plan supersedes any other severance or retention benefit plan, policy or practice maintained by the Company, in which the Eligible Executive Officers would otherwise be entitled to participate. This Plan amends and restates, and supersedes in its entirety, the Company’s “Executive Officer Severance and Retention Plan” dated June 5, 2003, as amended through October 15, 2008. Some of the capitalized terms used in this Plan document are defined in Section 6 of this Plan. This Plan document is also the Summary Plan Description for the Plan.

Section 2. Eligibility For Benefits.

     (a)  General Provisions. An Eligible Executive Officer will be eligible to receive Severance Benefits under this Plan in the event his employment with the Company is (a) terminated by the Company for a reason other than Cause or (b) voluntarily terminated by the Eligible Executive Officer for Good Reason within 60 days after the initial occurrence of the circumstances giving rise to Good Reason during the term of this Plan or within six months following any Change in Control that occurs during the term of this Plan. An Eligible Executive Officer will be eligible to receive Retention Benefits under this Plan if (1) the Eligible Executive Officer is employed by the Company upon the occurrence of any Change in Control that occurs during the term of this Plan or (2) his employment is terminated by the Company without Cause in connection with, and prior to, such Change in Control. Notwithstanding the foregoing, in the event a Board Composition Change occurs, an Eligible Executive Officer will be eligible to receive Retention Benefits under this Plan even if he is not so employed upon the occurrence of a Change in Control, as long as he was employed by the Company immediately prior to such Board Composition Change. In order to be eligible to receive Benefits under this Plan, an Eligible Executive Officer must execute a general waiver and release in the form attached as Exhibit A and such waiver and release must have become effective as specified in Section 4(c) prior to the payment of such Benefits.

     (b)  Exceptions. An Eligible Executive Officer will not be entitled to any Benefits if:

          (1) His employment with the Company is terminated for Cause at any time.

          (2) His employment is voluntarily terminated for a reason other than Good Reason or is terminated by reason of his death, retirement, failure to return from a leave of absence or disability.

          (3) The Eligible Executive Officer is offered an identical or substantially equivalent or comparable position with the Company or an affiliate of the Company. For purposes of the foregoing, a “substantially equivalent or comparable position” is one that offers

the employee substantially the same level of responsibility and compensation: provided, however, that if any aspect of the new position would constitute Good Reason, the foregoing shall not preclude the Eligible Executive Officer from being entitled to Benefits under the Plan due to a termination for Good Reason.

          (4) The Eligible Executive Officer is offered immediate reemployment by a successor to the Company or an affiliate of the Company or by a purchaser of its assets, as the case may be, following a change in ownership of the Company or an affiliate of the Company or a sale of substantially all the assets of a division or business unit of the Company or an affiliate of the Company: provided, however, that if any aspect of the new position would constitute Good Reason, the foregoing shall not preclude the Eligible Executive Officer from being entitled to Benefits under the Plan due to a termination for Good Reason. For purposes of the foregoing, “immediate reemployment” means that the Eligible Executive Officer ‘s employment with the successor to the Company or an affiliate of the Company or the purchaser of its assets, as the case may be, results in uninterrupted employment such that the Eligible Executive Officer does not suffer a lapse in pay as a result of the change in ownership of the Company or an affiliate of the Company or the sale of its assets.

Section 3. Amount Of Benefit.

     (a)  Retention Benefits. An Eligible Executive Officer’s Retention Benefit will be the acceleration of vesting of all stock options granted to the Eligible Executive Officer by the Company as provided in this Section 3(a). Upon a Change in Control, each such option automatically will become exercisable (without right of repurchase) for that number of shares equal to the number of shares that would be purchasable under the option (without right of repurchase) at the end of the period beginning upon such Change in Control and ending on the date specified in the following table if the Eligible Executive Officer were employed by the Company or its successor at the end of such period:

     (b)  Severance Benefits. An Eligible Executive Officer’s Severance Benefits will be the benefits set forth in paragraphs (1) through (3) below.

          (1) The Company will provide a severance payment based on the Eligible Executive Officer’s base salary (and not commissions, bonuses or other variable pay) determined in accordance with the following table:

          (2) If the Eligible Executive Officer is, immediately prior to termination of employment, enrolled in the Company’s health and/or dental plan and timely elects to continue coverage under such health or dental plan at the time of the Eligible Executive Officer’s termination of employment under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Company will pay the COBRA premiums for such health and/or dental insurance coverage for the Eligible Executive Officer and his then-covered dependents for the period of time following termination of employment determined in accordance with the following table:

No provision of this Plan will affect the continuation coverage rules under COBRA, except that the Company’s payment of any applicable premiums during the COBRA benefits period set forth in the foregoing table will be credited, except for purposes of COBRA premium assistance under the American Recovery and Reinvestment Act of 2009 (the “ARRA”), as payment by the Eligible Executive Officer for purposes of his or her payment required under COBRA. The period during which an Eligible Executive Officer must elect to continue the Company’s group medical or dental coverage at his or her own expense under COBRA, the length of time during which COBRA coverage will be made available to the Eligible Executive Officer, and all other rights and obligations of the Eligible Executive Officer under COBRA (except the obligations of the Company hereunder) will be applied in the same manner that such rules apply in the absence of this Plan. At the conclusion of the COBRA benefits period set forth in the foregoing table, the Eligible Executive Officer will be responsible for the entire payment of premiums required under COBRA for the remainder of the COBRA period, if any, except to the extent that the Eligible Executive Officer qualifies under the ARRA as an “assistance eligible individual” who is entitled to COBRA premium assistance without recapture. For purposes of this Section 3(b)(2), (i) references to COBRA shall be deemed to refer also to analogous provisions of state law and (ii) any applicable insurance premiums that are paid by the Company shall not include any amounts payable by an Eligible Executive Officer under an Internal Revenue Code Section 125 health care reimbursement plan, which amounts, if any, are the sole responsibility of the Eligible Executive Officer. All other benefits (such as life insurance and disability coverage) terminate as of the employee’s termination date, except to the extent that any conversion privilege is available thereunder.

          (3) The acceleration of vesting of all stock options granted to the Eligible Executive Officer by the Company as provided below. Upon termination of employment, each such option automatically will become exercisable (without right of repurchase) for that number of shares equal to the number of shares that would be purchasable under the option (without right of repurchase) at the end of the period beginning upon termination of employment and ending on the date specified in the following table if the Eligible Executive Officer were employed by the Company or its successor at the end of such period:

In the event of a termination of employment in connection with, or within six months after, a Change in Control, the acceleration of vesting provided by this paragraph (3) is intended to be in addition to the acceleration of vesting that would have occurred upon the Change in Control pursuant to Section 3(a).

     (c)  Income Tax Liabilities and Withholding. All income tax liabilities with respect to payments under this Plan will be solely those of the affected Eligible Executive Officer and not the Company or any other party. The Company will have no obligation to structure Benefit payments or otherwise administer this Plan in a manner as to reduce or eliminate such liabilities. Payments under this Plan will be subject to withholdings and deductions as may be required by law.

     (d)  Certain Tax Provisions Affecting Amount of Payments. Anything in this Plan to the contrary notwithstanding, in the event it is determined that any payment by the Company to an Eligible Executive Officer hereunder (a “Payment”) would cause the Eligible Executive Officer to be liable for an excise tax pursuant to Section 4999 of the Code, then the aggregate present value of all amounts payable as Benefits shall be reduced to the Reduced Amount. The “Reduced Amount” will be an amount, expressed in present value, that maximizes the aggregate present value of Benefits without causing any Payment to create an excise tax liability under Section 4999 of the Code. For purposes of this Section 3(d), present value will be determined in accordance with Section 280G(d)(4) of the Code.

     (e)  Certain Reductions. The Company in its sole discretion, shall have the authority to reduce an Eligible Executive Officer’s Benefits, in whole or in part, by any other severance benefits, pay and benefits provided during a period following written notice of a plant closing or mass layoff, pay and benefits in lieu of such notice, or other similar benefits payable to the Eligible Executive Officer by the Company or an affiliate of the Company that become payable in connection with the Eligible Executive Officer’s termination of employment pursuant to (i) any applicable legal requirement, including without limitation, the Worker Adjustment and Retraining Notification Act, the California Plant Closing Act, or any other similar state law, (ii) a written employment or severance agreement with the Company, or (iii) any Company policy or practice providing for the Eligible Executive Officer to remain on the payroll for a limited period of time after being given notice of termination of the Eligible Executive Officer’s employment, and the Plan Administrator shall so construe and implement the terms of the Plan. Any such reductions that the Company determines to make pursuant to this Section 3(e) shall be made such that any Benefit under the Plan shall be reduced solely by any similar type of benefit under such legal requirement, agreement, policy or practice (i.e. any cash severance Benefits under the Plan shall be reduced solely by any cash payments or severance benefits under such legal requirement, agreement, policy or practice, and any continued insurance benefits under the Plan shall be reduced solely by an continued insurance benefits under such legal requirement, agreement, policy or practice). The Company’s decision to apply such reductions to the Benefits of one Eligible Executive Officer and the amount of such reductions shall in no way obligate the

Company to apply the same reductions in the same amounts to the Benefits of any other Eligible Executive Officer, even if similarly situated. In the Company’s sole discretion, such reductions may be applied on a retroactive basis, with severance Benefits previously paid being re-characterized as payments pursuant to the Company’s statutory obligation.

Section 4. Time Of Payment; Right of Offset.

     (a)  Time of Payment. Eligible Executive Officers will receive acceleration of vesting Benefits upon a Change in Control (in the case of Retention Benefits pursuant to Section 3(a)) or upon termination of employment (in the case of Severance Benefits pursuant to Sections 3(b)(3)). Subject to adjustment pursuant to this Section 4, severance payments pursuant to Section 3(b)(1) will be made in the form of equal installment payments on the Company’s regularly scheduled payroll payment dates. COBRA Benefit payments pursuant to Section 3(b)(2) will be made at times deemed appropriate by the Plan Administrator.

     (b)  Acceleration of Severance Payments. Notwithstanding the payment schedule set forth in Section 4(a), the timing of Severance payments may be accelerated in the following circumstances:

          (1) Acceleration of Portion of In-Process Severance Payments upon a Change in Control. If an Eligible Executive Officer’s employment terminates prior to the effective date of a Change in Control and the Company has commenced to pay but has not yet completed paying all severance payments that would be made to the Eligible Executive Officer in accordance with the schedule set forth in Section 4(a) at the time a subsequent Change in Control occurs, then upon the effective date of such Change in Control the Company will pay the Exempted Amount (as defined below) to such Eligible Executive Officer in a lump sum.

          (2) Acceleration of Portion of Severance Payments upon Termination of Employment after a Change in Control. If an Eligible Executive Officer’s employment terminates on or after the effective date of a Change in Control then upon the effective date of such termination of employment (subject, however, to the release described in Section 2(a) first becoming effective) the Company will pay the Exempted Amount (as defined below) to such Eligible Executive Officer in a lump sum upon termination of employment.

          (3) Resumption of Installment Payments . The Company will pay the Remaining Amount, if any, according to the installment schedule set forth in Section 4(a), beginning at the time the Exempted Amount would have been paid in full if such amount were paid in accordance with the installment schedule set forth in Section 4(a).

          (4) Definition of “Exempted Amount” and “Remaining Amount.” For the purposes of this Section 4(b):

               (A) “Exempted Amount” means the lesser of (a) the total of all severance payments owed but not yet made to the Eligible Executive Officer on the effective date of a Change in Control (in the case of Section 4(b)(1)) or termination of employment (in the case of Section 4(b)(2)) and (b) the maximum amount of severance payments described in the last sentence of Section 4(c)(1). .

               (B) “Remaining Amount” means the positive difference, if any, between (i) the total of all severance payments owed but not yet made to the Eligible Executive Officer on the effective date of a Change in Control (in the case of Section 4(b)(1)) or termination of employment (in the case of Section 4(b)(2)) and (ii) the Exempted Amount.

     (c)  Limitations. Notwithstanding anything to the contrary set forth herein:

          (1) Any Benefits provided under the Plan that constitute “deferred compensation” within the meaning of Section 409A of the Code and any state law of similar effect (collectively “Section 409A”) shall not commence in connection with an Eligible Executive Officer’s termination of employment unless and until the Eligible Executive Officer has also incurred a “separation from service” (as such term is defined in Treasury Regulations Section 1.409A-1(h) (“Separation from Service”), unless the Company reasonably determines that such amounts may be provided to the Eligible Executive Officer without causing the Eligible Executive Officer to incur the adverse personal tax consequences under Section 409A.

          (2) (i) no Benefit payment will be made, and no Benefit will be effective, under this Plan prior to the last day of any waiting period or revocation period as required by applicable law in order for the general waiver and release required by Section 2(a) of this Plan to be effective, and (ii) if the Company determines that payments of any Benefits provided to an Eligible Executive Officer pursuant to the Plan (any such payments, the “Plan Payments”) constitute “deferred compensation” under Section 409A and if the Eligible Executive Officer is a “specified employee” of the Company, as such term is defined in Section 409A(a)(2)(B)(i) (a “Specified Employee”), then, solely to the extent necessary to avoid the adverse personal tax consequences under Section 409A, the timing of the Plan Payments will be delayed as follows: on the earliest to occur of (1) the date that is six (6) months and one (1) day after the date of the Eligible Executive Officer’s Separation From Service, and (2) the date of the Eligible Executive Officer’s death (such earliest date, the “Delayed Initial Payment Date”), the Company shall (A) pay the Eligible Executive Officer a lump sum amount equal to the sum of the Plan Payments that the Eligible Executive Officer would otherwise have