Exhibit
10.33
[
], 2006
RF Monolithics, Inc.
4441 Sigma Road
Dallas, Texas 75244
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Re:
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Lock-Up
Agreement (the “Agreement”)(Executive)
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Ladies and Gentlemen:
1. The undersigned shareholder of
Cirronet Inc., a Georgia corporation (“ Cirronet
”), understands that RF Monolithics, Inc., a Delaware
corporation (“ Parent ”), and CI Acquisition,
Inc., a Georgia corporation and a wholly owned subsidiary of Parent
(the “ Merger Subsidiary ”), have entered into
an Agreement and Plan of Merger, dated as of [
], 2006 (as the same may be amended and restated from time to time,
the “ Merger Agreement ”), with Cirronet, Robert
M. Gemmell and the Shareholders’ Representative (as
identified therein) pursuant to which Merger Subsidiary will merge
with and into Cirronet. In connection with the transactions
contemplated by the Merger Agreement, holders of shares of Cirronet
common stock outstanding immediately prior to the Effective Time
(“ Cirronet Common Stock ”) will receive, among
other things, the right to acquire shares of common stock of Parent
(the “ Parent Common Stock ”), and each option
to purchase Cirronet Common Stock that is unexpired, unexercised
and outstanding immediately prior to the Effective Time (the
“ Cirronet Options ”) will be assumed or
exchanged by Parent in accordance with the Merger Agreement.
Capitalized terms used but not defined herein shall have the
meaning ascribed to them in the Merger Agreement.
2. In order to facilitate the
transactions contemplated by the Merger Agreement and for good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, unless Parent shall consent thereto in
writing, the undersigned agrees that it will not, during the period
commencing on the date hereof and ending on the first anniversary
of the Closing Date, offer to sell, sell, transfer, pledge,
hypothecate, sell any option or contract
