EXECUTIVE TRANSITION AGREEMENT

Exhibit 10.14

EXECUTIVE TRANSITION AGREEMENT

This Executive Transition Agreement (“ Agreement ”) is made and entered into by and between Winston Hickman (“ Executive ”) and REMEC, Inc. (“ REMEC ” or the “ Company ”), together referred to as “the parties,” based on the following facts:

RECITALS

NOW, THEREFORE , in consideration of the promises and mutual agreements hereinafter set forth, the parties hereby agree as follows:

1. Termination of Employment . Executive and the Company acknowledge and agree that Executive shall resign as Executive Vice President and Chief Financial Officer of the Company (and as an officer and/or director of any other entity which is deemed to be an affiliate of the Company) and shall terminate his employment with the Company effective on September 30, 2005 (the “ Termination Date ”).

1

2. Separation Benefits . In consideration for the release of claims set forth below and other obligations under this Agreement and in full satisfaction of the Company’s obligations to Executive under the terms of the Employment Agreement, and provided that this Agreement is signed by Executive and not revoked under Section 10 herein, and further provided that Executive remains in full compliance with his obligations to the Company under this Agreement, the Company agrees to provide the following separation benefits to Executive:

(a) Cash Payment . Following the Termination Date as consideration for Executive’s agreement to comply with Sections 13 and 14 herein, and acknowledging that Executive is a shareholder of the Company and that within the last twelve (12) months, purchasers have bought Company assets in transactions where the acquisition of goodwill was a key factor in the buyers’ purchase, REMEC will pay to Executive the gross sum of Nine Hundred Thirty Eight Thousand Dollars ($938,000.00). This payment will be paid in one lump sum payment on the Effective Date unless the parties mutually agree to another payment schedule. This payment will be reduced by applicable payroll deductions and tax withholdings.

(b) Accrued Wages and Vacation; Expenses . Promptly and within the period of time mandated by law, REMEC will pay Executive (i) any unpaid base salary due for periods prior to the Termination Date; (ii) all of Executive’s accrued and unused vacation pay through the Termination Date; and (iii) following submission of proper expense reports by Executive, reimbursement for all expenses reasonably and necessarily incurred by Executive in connection with the business of REMEC prior to the Termination Date. In addition, the Company will reimburse Executive for all monthly fees and usage charges for cellular service up to one hundred twenty five dollars ($125.00) per month until December 31, 2004. Each payment will be reduced by applicable payroll deductions and tax withholdings.

(c) Health Insurance and Disability and Life Insurance .

(i) REMEC shall pay Executive’s premiums under COBRA coverage to continue Executive’s current medical, dental and other health plan coverage for Executive and Executive’s spouse and eligible dependents until December 31, 2005. Beginning January 1, 2006 and continuing until the earlier of March 30, 2008 and the date Executive becomes eligible for comparable insurance coverage from new employment, REMEC will reimburse Executive on a quarterly basis for the reasonable cost of Executive’s individual medical and dental insurance plans for Executive and Executive’s spouse and eligible dependents; provided that such plans will be as comparable as reasonably practicable to the Preferred Provider plans in which Executive and Executive’s spouse and eligible dependents participate on the Termination Date based on what is reasonably available on the insurance market to REMEC. Executive acknowledges that because REMEC intends to liquidate and dissolve, it is not expected that Company sponsored or COBRA health benefits will be available after December 31, 2005.

(ii) Within ninety (90) days after the Effective Date, REMEC will pay Executive Four Thousand One Hundred Seventy-Seven Dollars and Fifty Cents ($4,177.50) in one lump sum payment to allow Executive to continue his UNUM Executive Disability Insurance of Two Thousand Five Hundred Dollars ($2,250) per month through March 30, 2008.

(iii) Within ninety (90) days after the Effective Date, REMEC will pay Executive Six Thousand Five Hundred Sixty Dollars ($6,560)in one lump sum payment

2

to cover the premiums on Executive’s One Million Dollar ($1,000,000) Executive Term Life Insurance Policy through March 30, 2008.

(iv) Within ninety (90) days after such coverage becomes available, REMEC will pay Executive in one lump sum payment the reasonable costs of a Term Life Insurance Policy in the face amount of Six Hundred Thousand Dollar ($600,000) covering a period through March 30, 2008.

(d) Electronic Equipment . Executive may retain for his personal use the computer system provided for his use by the Company.

(e) No Other Payments or Benefits . Executive expressly acknowledges that the payments and benefits set forth in Sections 2 and 3 include payments and benefits to which he is not otherwise entitled, and that Executive is not entitled, pursuant to prior contracts, agreements or otherwise, to any other payment, benefit or consideration in connection with the termination of his employment with REMEC beyond that set forth in this Agreement.

3. Consulting Services .

(a) October 1, 2005 to December 31, 2005 . From October 1, 2005 to December 31, 2005, Executive agrees to provide consulting services to the Company for one week per month. The specific nature of the consulting services will be directed by the Company. Executive will be paid at a monthly rate of $6,450.00, plus travel expenses.

(b) January 1, 2006 to September 30, 2006 . From January 1, 2006 to September 30, 2006, Executive agrees to provide consulting services to the Company on a daily basis upon request of the Board of Directors or President of the Company and the reasonable availability of the Executive. The specific nature of the consulting services will be directed by the Company. Executive will be paid at a daily rate of $1,500.00 pro rated for days with less than eight hours worked, plus travel expenses.

(c) No Employment Relationship . The provisions of Section 3 concerning consulting services are not intended to and shall not operate to establish an employer-employee relationship.

4. Excise Taxes . Executive acknowledges that the Company obtained a valuation by the Abrams Valuation Group that determined that the value of all benefits to be paid to Executive pursuant this Agreement is substantially less than the value of the non-competition provisions of Section 13 of this Agreement. Executive hereby agrees to release, indemnify and hold harmless REMEC from any claims, demands, charges and costs arising from or relating to any tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended, or any similar tax that may hereafter be imposed on the Executive on the benefits provided pursuant to this Agreement.

3

5. Release of Claims .

(a) Release by Executive . Executive, for himself and for his heirs, assigns, executors, administrators, successors and each of them, hereby fully and forever waives, releases, acquits and discharges REMEC 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 “ Releasees ”), 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 Executive’s recruitment and hiring by the Company, Executive’s employment with the Company and the involuntary termination or termination without cause thereof, including but not limited to: claims for bonuses, or for severance benefits except pursuant to the Agreement; claims of breach of contract, breach of co