-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LqdTfKm8pvwKMJk8huQfE1kTQBQhBh1lNF2p78XF1gIA5IN7jNJqaiKV+0cGBWQc 0VY0SKksUwKCtoF2n4xMRQ== 0000950005-98-000546.txt : 19980619 0000950005-98-000546.hdr.sgml : 19980618 ACCESSION NUMBER: 0000950005-98-000546 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19980617 EFFECTIVENESS DATE: 19980617 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: WATKINS JOHNSON CO CENTRAL INDEX KEY: 0000105006 STANDARD INDUSTRIAL CLASSIFICATION: SPECIAL INDUSTRY MACHINERY, NEC [3559] IRS NUMBER: 941402710 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-57023 FILM NUMBER: 98649619 BUSINESS ADDRESS: STREET 1: 3333 HILLVIEW AVE CITY: PALO ALTO STATE: CA ZIP: 94304-1223 BUSINESS PHONE: 4154934141 MAIL ADDRESS: STREET 1: 3333 HILLVIEW AVENUE CITY: PALO ALTO STATE: CA ZIP: 94304-1223 - -----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MVISCX4aIkKYlqoZBxrk7J2vf4ldpeM/xMCargzojL21QQp69ccsuMeb2EvyVYJI 9UaPMCeaLlx62DIFSjf0eA== 0000950005-98-000546.txt : 19980618 0000950005-98-000546.hdr.sgml : 19980618 ACCESSION NUMBER: 0000950005-98-000546 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19980617 EFFECTIVENESS DATE: 19980617 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: WATKINS JOHNSON CO CENTRAL INDEX KEY: 0000105006 STANDARD INDUSTRIAL CLASSIFICATION: SPECIAL INDUSTRY MACHINERY, NEC [3559] IRS NUMBER: 941402710 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-57023 FILM NUMBER: 98649619 BUSINESS ADDRESS: STREET 1: 3333 HILLVIEW AVE CITY: PALO ALTO STATE: CA ZIP: 94304-1223 BUSINESS PHONE: 4154934141 MAIL ADDRESS: STREET 1: 3333 HILLVIEW AVENUE CITY: PALO ALTO STATE: CA ZIP: 94304-1223 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on June 17, 1998 Registration No. ________ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------------------------------- WATKINS-JOHNSON COMPANY (Exact name of issuer as specified in its charter) California 94-1402710 ---------- ---------- (State of jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 3333 Hillview Avenue, Palo Alto, CA 94304 (Address of Principal Executive Offices) WATKINS-JOHNSON COMPANY 1997 EMPLOYEE STOCK INCENTIVE PLAN (Full Title of the Plan) Scott G. Buchanan Vice President and Chief Financial Officer Watkins-Johnson Company 3333 Hillview Avenue, Palo Alto, CA 94304 (Name and address of agent for service) Telephone number, including area code, of agent for service: (650) 493-4141 Copies to: James G. Leathers, Jr. Esq. 2175 N. California Blvd, Suite 525 Walnut Creek, CA 94596 This Registration Statement consists of 34 sequentially numbered pages. The Exhibit Index is on sequentially numbered page 9. 1 Calculation of Registration Fee
Proposed maximum Proposed maximum Title of securities Amount to be offering price per aggregate offering Amount of to be registered registered share* price* registration fee* - - ---------------------- -------------------- --------------------- --------------------- -------------------- Common Stock 400,000 shares $24.66 $9,864,000 $3,401.00 ====================== ==================== ===================== ===================== ==================== * Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) on the basis of $24.66, the average of the high low prices of shares on the New York Stock Exchange on June 12, 1998.
2 INFORMATION INCLUDED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents are incorporated by reference in this registration statement: (i) Watkins-Johnson Company's (the "Company") latest annual report filed pursuant to Sections 13(a) or (d) of the Securities Exchange Act of 1934 ( the "Exchange Act"); (ii) all other reports filed by the Company pursuant to Sections 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Company's latest annual report; and (iii) the description of the Company's common stock set forth in the Company's Registration Statement on Form 8-A relating thereto, including any amendment or report filed for the purpose of updating such description. All documents filed by the Company after the date of this registration statement pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment (that indicates all securities offered have been sold or deregisters all securities then remaining unsold), shall be deemed to be incorporated by reference in this registration statement and to be a part hereof from the date of filing of such documents. ITEM 4. DESCRIPTION OF SECURITIES Inapplicable ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL Inapplicable ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS The Company's Articles of Incorporation eliminates the liability of its directors and officers to the Company, its stockholders and any other parties for monetary damages to the fullest extent permitted under California General Corporation Law. The Company's By-Laws provide for indemnification of directors and officers of the Company, or of other enterprises if serving at the request of the Company, against all reasonable costs, expenses, liabilities, judgments and losses (including attorney fees and settlement costs) in connection with pending or completed actions, suits or proceeding, whether civil, criminal, administrative or investigative (other than action by or in the right of the Company); provided, however, that no indemnification shall be provided such person (i) for amounts paid in settling a claim without court approval (ii) for expenses incurred in defending an action which is settled without court approval, and (iii) if a court of competent jurisdiction finally determines that any indemnification is unlawful. 3 In any action brought by or in the right of the Company for breach of duty to the Company and its shareholders, the Company's By-Laws provide for indemnification of directors and officers except for (i) acts or omissions involving intentional misconduct or a knowing and culpable violation of law, (ii) acts or omissions that a director believes are contrary to the best interest of the Company or its shareholders or that involve the absence of good faith on the part of the director, (iii) transactions from which the director derived an improper personal benefit, (iv) acts or omissions showing a reckless disregard for the director's duty to the Company or its shareholders where the director was aware or should have been aware of a serious risk of injury to the Company or its shareholders, (v) acts or omissions that constitute an unexcused pattern of inattention amounting to abdication of the director's duty to the Company or its shareholders, (vi) acts or omissions related to contracts in which a director has a material financial interest, (vii) certain unlawful dividends, distributions, loans and Guarantees and (viii) expenses incurred if the director or officers is adjudged to be liable to the Company unless the court specifically approves of the indemnification payment. ITEM 8. EXHIBITS 4.1 The Watkins-Johnson Company 1997 Employee Stock Incentive Plan 4.2 Form of Stock Option Agreement under Company's 1997 Employee Stock Incentive Plan 5.1 Opinion of James G. Leathers, Jr., Esq. 23.1 Consent of Deloitte & Touche LLP 23.2 Consent of James G. Leathers, Jr., Esq. is contained in Exhibit 5.1. 24.1 Power of Attorney of Directors ITEM 9. UNDERTAKINGS (a) The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; 4 (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; (iii) To include any material with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-3 or Form S-8 and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or Section 15 (d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (4) If the registrant is a foreign private issuer, to file a post-effective amendment to the registration statement to include any financial statement required by Rule 3-19 at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Act need not be furnished, provided, that the registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (a)(4) and other information necessary to ensure that all other information in the prospectus is at least as currant as the date of those financial statements. Notwithstanding the foregoing, with respect to registration statements on Form F-3, a post-effective amendment need not be filed to include financial statements and information required by Section 10(a) (3) of the Act or Rule 3-19 of this chapter if such financial statements and information are contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15 (d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Form F-3. 5 (b) The undersigned registrant hereby undertakes that, for purposed of determining any liability under the Securities Act of 1933 each filing of the registrant's annual report pursuant to Section 13 (a) or Section 15 (d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of the Plan's annual report pursuant to Section 15 (d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. 6 SIGNATURES THE REGISTRANT Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on a Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palo Alto, State of California on the 17th day of June, 1998. WATKINS-JOHNSON COMPANY (Registrant) /s/ Scott G. Buchanan - - ---------------------- Scott G. Buchanan Vice President and Chief Financial Officer Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated. Signature Title Date --------- ----- ---- Principal Executive Officer: * /s/ W. Keith Kennedy - - ---------------------------- W. Keith Kennedy President and June 17, 1998 Chief Executive Officer Principal Financial and Principal Accounting Officer: /s/ Scott G. Buchanan - - ---------------------------- Scott G. Buchanan Vice President June 17,1998 and Chief Financial Officer * By: /s/ Scott G. Buchanan - - ---------------------------- Scott G. Buchanan Attorney-in-fact 7 THE DIRECTORS * /s/ Dean A. Watkins - - ---------------------------- Dean A. Watkins Director June 17, 1998 * /s/ H. Richard Johnson - - ---------------------------- H. Richard Johnson Director June 17, 1998 * /s/ W. Keith Kennedy - - ---------------------------- W. Keith Kennedy Director June 17, 1998 * /s/ John J. Hartmann - - ---------------------------- John J. Hartmann Director June 17, 1998 * /s/ Raymond F. O'Brien - - ---------------------------- Raymond F. O'Brien Director June 17, 1998 * /s/ Dr. William R. Graham - - ---------------------------- Dr. William R. Graham Director June 17, 1998 * /s/ Robert L. Prestel - - ---------------------------- Robert L. Prestel Director June 17, 1998 * /s/ Gary M. Cusumano - - ---------------------------- Gary M. Cusumano Director June 17, 1998 * By: /s/ Scott G. Buchanan - - ---------------------------- Scott G. Buchanan Attorney-in-fact A majority of the members of the Board of Directors. 8 EXHIBIT INDEX 4.1 The Watkins-Johnson Company 1997 Employee Stock Incentive Plan 4.2 Form of Stock Option Agreement under Company's 1997 Employee Stock Incentive Plan 5.1 Opinion of James G. Leathers, Jr., Esq. 23.1 Consent of Deloitte & Touche LLP 23.2 Consent of James G. Leathers, Jr., Esq. is contained in Exhibit 5.1 24.1 Power of Attorney of Directors 9 EX-4.1 2 1997 EMPLOYEE STOCK INCENTIVE PLAN EXHIBIT 4.1 2/18/97 Watkins-Johnson Company 1997 Employee Stock Incentive Plan Article I General 1. Purpose This 1997 Employee Stock Incentive Plan (the "Plan") is intended to increase incentives and to encourage stock ownership on the part of Eligible Employees (as defined in Section 3. of this Article I) of Watkins-Johnson Company (the "Company") or of other corporations which are or become subsidiaries of the Company. It is the purpose of the Plan to provide such employees with a proprietary interest, or to increase their proprietary interest, in the Company and its subsidiaries, and to encourage them to remain in the employ of and/or to increase their efforts on behalf of the Company and its subsidiaries. The Plan permits the grant of stock options, restricted stock, stock appreciation rights, performance awards and dividend equivalents. Restricted stock, stock appreciation rights, performance awards, and dividend equivalents, collectively, are sometimes referred to herein as "awards". It is intended that options granted pursuant to this Plan (sometimes referred to as "options" herein) shall not constitute incentive stock options within the meaning of section 422 of the Internal Revenue Code of 1986, as amended (the "Code"). 2. Administration This Plan shall be administered by the Board of Directors of the Company (the "Board"), or such committee, or such person or persons, as the Board shall appoint from time to time. For purposes of this Plan, the Board and any persons appointed by the Board to administer this Plan are referred to as the "Administrator". Subject to the terms and conditions of this Plan and subject to any other terms, conditions, rules and limitations as the Board shall establish, the Administrator shall make all determinations of the persons to whom options and/or awards shall be granted, the amount, and the terms and conditions of such options and/or awards. The Administrator shall interpret and construct all provisions of this Plan or of any option or award granted under this Plan and all such determinations shall be final and shall be given the maximum deference permitted by law. No person acting as the Administrator shall be liable for any action or determination made in good faith with respect to this Plan, or any option or award granted under the Plan. 10 Subject to any terms, conditions, rules and limitations as may be established by the Board, the Administrator may delegate all or any portion of the Administrator's authority, rights, duties or obligations to such other person or persons as the Administrator shall determine in the Administrator's sole discretion. 3. Eligibility Subject to Section 2 of this Article I, the persons eligible to receive options and awards under this Plan ( the "Eligible Employees") shall be all employees of the Company who are not serving as the Administrator and who are not (i) persons covered by section 16 of the Securities Exchange Act of 1934 or (ii) persons who if covered by the Plan would require shareowner approval of the Plan under the rules of the New York Stock Exchange. Except where the context otherwise requires, the term "Company," as used herein, shall include (i) Watkins-Johnson Company and (ii) any of its "subsidiary corporations" which meet the definition of subsidiary corporation contained in section 425(f) of the Code, and Eligible Employees shall include employees of each such subsidiary corporation, as well as employees of Watkins-Johnson Company. 4. Shares of Stock Subject to the Plan The shares that may be issued under the Plan shall be authorized and unissued or reacquired shares of the Company's common stock (the "Common Stock"). The aggregate number of shares which may be issued under the Plan shall not exceed 400,000 shares of Common Stock, provided that such maximum number of shares shall be adjusted, in accordance with Article IV. If an option or award is exercised or otherwise paid, the number of shares of Common Stock to which such exercise or payment relates, if any, shall be charged against the maximum amount of Common Stock that may be delivered pursuant to the Plan and, if applicable, pursuant to the option or award. If an option or award expires or is canceled for any reason without having been fully exercised or vested, the number of shares or units subject to such option or award which were not purchased or did not vest prior to such expiration or cancellation may again be made subject to either an option or an award granted hereunder (to the same person or to a different person). Recipients of options or awards are sometimes referred to herein as "optionees." 5. Amendment of the Plan The Board may, insofar as permitted by law, from time to time, suspend or discontinue the Plan or revise or amend the Plan in any respect whatsoever, except that no such amendment shall alter or impair or diminish any rights or obligations under any options or awards theretofore granted under the Plan without the consent of the person to whom such option or award was granted. 11 6. Term of Plan Options and awards may be granted under the Plan until February 23, 2007, the date of termination of the Plan. Notwithstanding the foregoing, each option and award granted under the Plan shall remain in effect until such option or award has been satisfied by the issuance of shares or terminated in accordance with its terms and the terms of the Plan. 7. Restrictions All options and awards granted under the Plan shall be subject to the requirement that, if at any time the Administrator shall determine, in its discretion, that the listing, registration or qualification of the shares subject to options or awards granted under the Plan upon any securities exchange or under any state or federal law, or the consent or approval of any government regulatory body, is necessary or desirable as a condition of, or in connection with, the granting of such options and awards or the issuance, if any, or purchase of shares in connection therewith, such options or awards may not be exercised in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Administrator. 8. Nonassignability No option or award shall be assignable or transferable by the optionee except by will or by the laws of descent and distribution. During the lifetime of the recipient, the option or award shall be exercisable only by such recipient, and no other person shall acquire any rights therein. 9. Withholding Taxes Whenever shares of Common Stock are to be issued under the Plan, or payment of cash thereunder, the Company shall have the right to require the optionee to remit to the Company an amount sufficient to satisfy federal, state and local withholding tax requirements prior to the delivery of any certificate or certificates for such shares, or payment of cash. The Company may deduct such withholding taxes from any shares or cash paid under the Plan. 10. Definition of "Fair Market Value" For the purposes of this Plan, the term "Fair Market Value," when used in reference to the date of grant of an option or award or the date of surrender of Common Stock in payment for the purchase of shares pursuant to the exercise of an option, as the case may be, shall mean the closing sale price of the Common Stock quoted on the Composite Tape for New York Stock Exchange--Listed Stocks, as published in the "Wall Street Journal" and determined by the Administrator, or if no sale price was quoted on such date, then as of the next preceding date on which such a sale price was quoted. If the Common Stock is not listed on the New York Stock Exchange, Fair Market Value shall mean the closing sale price on the principal United States securities exchange 12 registered under the Securities Exchange Act of 1934 on which such stock is listed, as published in the "Wall Street Journal" and determined by the Administrator, or, if such stock is not listed on any such securities exchange, the mean between the highest and lowest sale prices or bid quotations with respect to a share of such stock on the date such option or award is granted on the National Association of Securities Dealers, Inc. Automated Quotations System or any successor system, or, if no such sale prices or quotations are available, the Fair Market Value on the date in question of a share of such stock as determined in good faith by the Administrator. Article II Stock Options 1. Award of Stock Options Awards of stock options may be made to Eligible Employees under this Plan under the terms and conditions contained herein. The date on which any option is granted shall be the date of the Administrator's authorization of such grant or such later date as may be determined by the Administrator at the time such grant is authorized. 2. Term of Options No stock option granted under the Plan shall be exercisable after the expiration of ten (10) years from the date of grant. Subject to the foregoing limitation, the Administrator in its sole discretion may establish any term for each option granted under the Plan. 3. Cancellation of and Substitution for Options The Administrator shall have the right to cancel any stock option at any time before it otherwise would have expired by its terms and to grant to the same optionee in substitution therefor a new stock option containing such terms and conditions as the Administrator shall determine, subject to such express limitations as are provided in this Plan. Such cancellation and substitution shall be with the agreement of the optionee. 4. Terms and Conditions of Options Options granted pursuant to the Plan shall be evidenced by agreements in such form as the Administrator shall from time to time determine, which agreements shall contain such terms and conditions as determined by the Administrator in its sole discretion and which also shall comply with the following terms and conditions. 13 A. Optionee's Agreement. Each optionee shall agree to remain in the employ of and/or to render to the Company his or her services for a period of no less than two (2) years from the date of the option, but such agreement shall not impose upon the Company any obligation to retain the optionee in its employ for any period. B. Number of Shares and Type of Option. Each option agreement shall state the number of shares to which the option pertains which shall be determined by the Administrator and shall state that the option is a nonqualified stock option. C. Option Price. Each option agreement shall state the option price per share ( or the method by which such price shall be computed). The option price shall be not less than 100% of the Fair Market Value of a share of the Common Stock on the date such option is granted D. Medium and Time of Payment. The option price shall be payable upon the exercise of an option in the legal tender of the United States or, in the discretion of the Administrator in shares of the Common Stock or in a combination of such legal tender and such shares. Upon receipt of payment, the Company shall deliver to the optionee (or person entitled to exercise the option) a certificate or certificates for the shares of Common Stock to which the option pertains. E. Exercise of Options. Each option shall state the time or times when it vests and becomes exercisable, which shall be determined by the Administrator. The Administrator may, in its discretion, waive any vesting provisions contained in an option agreement. To the extent that an option has become vested and subject to the foregoing restrictions, it may be exercised in whole or in such lesser amount as may be authorized by the option agreement; provided, however, that no partial exercise of an option shall be for fewer than fifty (50) shares of Common Stock. If exercised in part, the unexercised portion of an option shall continue to be held by the optionee and may thereafter be exercised as herein provided. F. Termination and Transfer of Options. In connection with the grant of any option under the Plan, the Administrator may provide in the option agreement for the termination of all or any portion of an option under certain circumstances, including, without limitation, termination of the recipient's employment or service as a result of resignation, retirement, disability or death, or for cause, and may distinguish among various causes of termination as the Administrator deems appropriate. In addition, the 14 Administrator may provide, through an option agreement or otherwise, that in the event an optionee's employment (or other service for the Company) is terminated, (i) such optionee's options may be exercised for specified periods thereafter within the option period, (ii) to the extent not fully exercisable or otherwise vested on the termination date, such optionee's options may continue to become exercisable within the option period, or (iii) the portion of the option available to such optionee or his or her beneficiary or personal representative, as the case may be, may be increased. Article III Awards 1. General Awards granted pursuant to the Plan shall be evidenced by agreements in such form as the Administrator shall from time to time determine, which agreements shall contain such terms and conditions as determined by the Administrator in its sole discretion and which also shall comply with the provisions of this Article III. 2. Restricted Stock A. Grants. The Administrator may award restricted stock to Eligible Employees. The number of shares of Common Stock to be delivered, the date of such delivery, the price, if any, to be paid for such shares and the restrictions imposed on such shares shall be determined by the Administrator and set forth in a restricted stock award agreement. Except as otherwise provided in Section 6 of Article V, the restrictions imposed upon restricted stock will lapse in accordance with such schedule and other conditions as shall be determined by the Administrator and set forth in the award agreement. B. Price. The purchase price, if any, per share of shares of restricted stock shall be determined by the Administrator. C. Rights and Restrictions. Persons receiving restricted stock shall be entitled to such dividend, voting and other shareowner rights for the shares covered by a restricted stock award as the Administrator shall determine and provide in the award agreement. 15 3. Stock Appreciation Rights The Administrator may award stock appreciation rights to Eligible Employees. A. Grants. Stock appreciation rights, related or unrelated to options or other awards, may be granted by at any time. A stock appreciation right may extend to all or a portion of the shares covered by a related option or award. B. Exercise of Stock Appreciation Rights. A stock appreciation right shall be exercisable only at such time or times, and to the extent, that the Administrator shall determine and provide in the option or award agreement. C. Payment. (i) Upon the exercise of a stock appreciation right, and if such stock appreciation right is related to an option, surrender of an exercisable portion of the related option, the employee shall be entitled to receive payment of an amount determined by multiplying: (a) the difference obtained by subtracting the purchase price of a share of Common Stock specified in the related option, or if such stock appreciation right is unrelated to an option the initial share value specified in the award, from the Fair Market Value, book value or other measure specified in the award of a share of Common Stock on the date of exercise of such stock appreciation right, by (b) the number of shares as to which such stock appreciation right has been exercised. (ii) The Administrator, in its sole discretion, may require settlement of the amount determined under paragraph (i) above solely in cash, solely in shares of Common Stock (valued at Fair Market Value on the business day next preceding the date of exercise of the stock appreciation right), or partly in such shares and partly in cash. D. Maximum Stock Appreciation Right Term. Each stock appreciation right and all rights or obligations thereunder shall expire on such date as shall be determined by the Administrator and shall be subject to earlier termination as provided in the award agreement. 16 4. Performance Awards The Administrator may grant one or more performance awards to Eligible Employees. The value of such awards (i) may be linked to the Fair Market Value, book value or other measure of the value of the Common Stock of the Company or other specific performance criteria determined appropriate by the Administrator, in each case on a specified date or over any period determined by the Administrator, or (ii) may be based upon the appreciation in the Fair Market Value, book value or other measure of the value of a specified number of shares of Common Stock over a fixed period determined by the Administrator. In making such determinations, the Administrator shall consider (among such other factors as it deems relevant in light of the specific type of award) the contributions, responsibilities and other compensation of the recipient. No shares of Common Stock shall be issued as part of the award; however, payments by the Company may be made in shares of Common Stock, cash, or a combination of Common Stock or cash as the Administrator shall determine. 5. Dividend Equivalents An Eligible Employee receiving an award under this Article III may be awarded dividend equivalents based on the dividends declared and paid on the Common Stock covered by the award, during the period between the award date and the date such award is exercised, vests or expires, as determined by the Administrator. Dividend equivalents may be granted concurrently with or subsequent to the grant of an award. Such dividend equivalents shall be converted to cash or additional shares of Common Stock by such formula and at such time or times and subject to such limitations as may be determined by the Administrator. 6. Deferral of Awards At the discretion of the Administrator, payment of an award, dividend equivalent, or any portion thereof may be deferred until a time established by the Administrator. Deferrals shall be made in accordance with guidelines established by the Administrator. Without limiting the generality of the foregoing, the Administrator may provide for (i) the crediting of interest on cash payments that are deferred and set the rates of such interest and (ii) the crediting of dividends or dividend equivalents on deferred payments denominated in the form of shares. 7. Termination of Awards In connection with the grant of any award under the Plan, the Administrator may provide in the award agreement for the termination of all or any portion of an award under certain circumstances, including, without limitation, termination of the recipient's employment or service as a result of resignation, retirement, disability or death, or for cause, and may distinguish among various causes of termination as the Administrator deems appropriate. In addition, the Administrator may provide, through an award agreement or otherwise, that in the event an optionee's employment (or other service for the Company) is terminated, (i) such optionee's awards may be exercised for specified periods thereafter within the award period, (ii) to the extent not fully exercisable or otherwise vested on the termination date, such optionee's awards may continue to become exercisable within the award period, or (iii) the portion of the award available to such optionee or his or her beneficiary or personal representative, as the case my be, may be increased. 17 Article IV Recapitalization and Reorganizations The number of shares of Common Stock covered by the Plan, and the number of shares and price per share of each outstanding option and award shall be proportionately adjusted for any increase or decrease in the number of issued and outstanding shares of Common Stock resulting from a subdivision or consolidation of shares or the payment of a stock dividend, or any other increase or decrease in the number of issue and outstanding shares of Common Stock effected without receipt of consideration by the Company. If the Company shall be the surviving corporation in any merger or consolidation, each outstanding option and award shall pertain to and apply to the securities to which a holder of the same number of shares of Common Stock that are subject to that option or award would have been entitled. A dissolution or liquidation of the Company or a merger or consolidation in which the Company is not the surviving corporation (a "Terminating Transaction") shall cause each outstanding option and award to terminate, unless the agreement of merger or consolidation shall otherwise provide; provided, however, that each optionee in the event of a Terminating Transaction which will cause his or her option or award to terminate shall have the right immediately prior to such Terminating Transaction to exercise such option or award in whole or in part, subject to every limitation on the exercisability of such option or award, other than any vesting provisions not required by the Code. To the extent that the foregoing adjustments relate to stock or securities of the Company, such adjustments shall be made by the Administrator, whose determination in that respect shall be final, binding and conclusive. The grant of an option or award pursuant to the Plan shall not affect in any way the right or power of the Company to make adjustments, reclassifications, reorganizations or changes of its capital or business structure or to merge or to consolidate or to dissolve, liquidate or sell, or transfer all or any part of its business or assets. Article V Miscellaneous Provisions 1. Rights as a Shareowner An optionee or a transferee of an option or award shall have no rights as a shareowner of the Company with respect to any shares covered by an option or award until the date of the receipt of payment (including any amounts required by the Company pursuant to Section 9 of Article I) by the Company. No adjustments shall be made as to any option or award for dividends (ordinary or extraordinary, whether in cash, securities or other property) or distributions or other rights for which the record date is prior to such date, except as expressly provided in this Plan. 18 2. Modification, Extension and Renewal of Options and Awards Subject to the terms and conditions and within the limitations of the Plan, the Administrator may modify, extend, renew or cancel outstanding options and/or awards granted under the Plan. Notwithstanding the foregoing, however, no modification of an option or award shall, without the consent of the optionee or recipient, impair or diminish any rights or obligations under any option or award theretofore granted under the Plan. For purposes of the preceding sentence, the right of the Company pursuant to Section 3 of Article II to cancel any outstanding stock option and to issue therefor a substituted stock option stating a lower option price shall not be construed as impairing or diminishing an optionee's rights or obligations. 3. Other Provisions The option and award agreements authorized under the Plan shall contain such other provisions, including, without limitation, restrictions upon the exercise of the option or restrictions required by any applicable securities laws, as the Administrator shall deem advisable. 4. Application of Funds The proceeds received by the Company from the sale of Common Stock pursuant to the exercise of option will be used for general corporate purposes. 5. No Obligation to Exercise Option or Award The granting of an option or award shall impose no obligation upon the optionee or the recipient of an award (or any transferee) to exercise such option or award. 6. Acceleration of Vesting on Change in Control If while unexercised or unvested options, restricted stock, stock appreciation rights, performance awards or dividend equivalents remain outstanding under the Plan (i) any corporation (other than the Company), person or group (within the meaning of Section 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended makes a tender or exchange offer which, if consummated, would make such corporation, person or group the beneficial owner (within the meaning of Rule 13d-3, under the Securities Exchange Act of 1934, as amended) of more than 30% of the Company's then outstanding stock and, pursuant to such offer, purchases are made ("Offer"); (ii) the shareowners or directors of the Company approve a definitive agreement to merge or consolidate with or into another corporation and the Company is not the surviving corporation, or agree to sell or otherwise dispose of all or substantially all of the Company's assets, or adopt a plan of liquidation; (iii) the Company become aware that any person or group (within the meaning of Section 13(d) and 14 (d)(2) of the Securities Exchange Act of 1934, as amended, has become the beneficial owner (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of more than 20% of the Company's then outstanding stock; (iv) 50% or more of the Directors of the Company are elected to the Board of Directors during any period of 2 months or less, such election being without the approval of at least a majority of the members of 19 the Board of Directors of the Company in office immediately prior to such period; then on the date of the first purchase of stock pursuant to such Offer, or the date of any such shareholder approval or adoption, or the date on which the Company becomes aware of the acquisition of such percentage of the Company's stock, or on the date of the election of such Directors (any such date being referred to as an "Acceleration Date"), each outstanding option or award shall be fully vested and exercisable in full. 20 EX-4.2 3 FORM OF STOCK OPTION AGREEMENT EXHIBIT 4.2 FORM OF STOCK OPTION AGREEMENT UNDER COMPANY'S 1997 EMPLOYEE STOCK INCENTIVE PLAN EMPLOYEE STOCK OPTION AGREEMENT UNDER WATKINS-JOHNSON COMPANY 1997 EMPLOYEE STOCK INCENTIVE PLAN THIS AGREEMENT, dated as of , between WATKINS-JOHNSON COMPANY, a California corporation, (hereinafter called "Company") and _________________________________ , (hereinafter called "Employee"). WITNESSETH: WHEREAS, the Company has established the Watkins-Johnson Company 1997 Employee Stock Incentive Plan (the "Plan"), adopted February 24, 1997, a copy of which Plan is attached hereto (unless the context shall clearly require otherwise, all terms used herein shall have the same meaning as provided in the Plan); and WHEREAS, the Administrator under the Plan has determined that the Employee shall be granted a nonqualified stock option under said Plan as hereinafter set forth. NOW, THEREFORE, the parties hereby agree as follows: 21 1. In order to participate in the benefits of the Plan, Employee must remain in the employment of the Company for a period of at least two years from the date hereof. Nevertheless, Employee acknowledges that there is no agreement by Company for any specific period of employment, nor for long-term employment. Employee further acknowledges that while options granted hereunder vest over a period of time, the granting of this option is not a promise or representation, express or implied, of continuing employment, and the Company's right to terminate employment with or without cause is unaltered by the grant of stock options. Employee further acknowledges that pursuant to paragraph 2 of this Agreement, (i) options vest over a period of years and only options vested upon termination of employment may thereafter be exercised for three months, and (ii) that unvested options have no value whatsoever and upon termination of employment are not compensation, nor subject to buyout or other remuneration of any kind under any circumstances. 2. The Company hereby grants to Employee an option to purchase ____________ shares of the no par value common stock of the Company upon the following terms and conditions: a. This option is granted under and pursuant to the above described Plan, and is subject to each and all the provisions thereof. b. The option price shall be ________ per share, which is agreed to be 100% of the fair market value of the common stock of the Company on the date of the granting of the option. c. Subject to the restrictions contained herein and in the Plan, this option may be exercised as follows: During Year of % of Option Grant Exercisable ----------------- -------------- 1 0 2 0 3 33-1/3 4 66-2/3 5 and after 100 22 The term "year of Grant" refers to year periods following the Grant, not to Calendar years. No such exercise shall be with respect to less than fifty (50) shares, or the remaining shares covered by the option, if less than fifty (50). d. In the event that Employee's service with the Company or its subsidiaries terminates for any reason prior to two (2) years from the date hereof, Employee's right to exercise this option or any part thereof shall be forfeited. e. (i) In the event that Employee shall cease to be employed by the Company or its subsidiaries for any reason other than Employee's death (subject to the condition that no option shall be exercisable after the expiration of term for exercise as set forth in paragraph (f)), Employee shall have the right to exercise the option at any time within three (3) months after termination of employment to the extent that, at the date of termination of employment, Employee's right to exercise such option had accrued pursuant to the terms of this option agreement and had not previously been exercised; provided however, that if the employment of Employee is terminated by the Company or a subsidiary by reason of misconduct, such option shall cease to be exercisable on the date of Employee's termination of employment. An employee who is disabled (to be determined by the Administrator) shall have the right to exercise such option at any time within one (1) year after termination of employment as a result of such disability. 23 (ii) If Employee shall die while in the employ of the Company or a subsidiary and shall not have fully exercised the option, an option may be exercised (provided that the option expiration periods set forth in paragraph (f) shall not be exceeded) to the extent that Employee's right to exercise such option had accrued at the date of Employee's death pursuant to the terms of the option agreement and had not previously been exercised, at any time within one (1) year after Employee's death, by the executors or administrators of Employee or by any person or persons who shall have acquired the option directly from Employee by bequest or inheritance. f. Unless sooner terminated as provided in the Plan, the period for which this option is granted is the period of ten (10) years. g. This option is not transferable by Employee otherwise than by Will or the laws of descent and distribution and is exercisable, during the Employee's lifetime, only by him. Neither this option nor any interest therein may be transferred, assigned, pledged or hypothecated by the Employee during this lifetime whether by operation of law or otherwise, nor be made subject to execution, attachment or similar process. 3. a. The Company hereby also grants to Employee a Limited Right with respect to all of the shares of stock covered by the option identified in paragraph 3 herein (the "Related Stock Option"). The Limited Right may be exercised only during the sixty-day period beginning on an "Acceleration Date" (as defined in paragraph 4 hereof); provided, however, that if the Acceleration Date occurs within the six-month period following the grant of the Limited Right or the grant of the Related Stock Option, then the Limited Right will be exercisable for a period of sixty days following expiration of such six-month period. The Limited Right shall be exercisable only if, and to the extent that, (i) the Related Stock Option is exercisable and (ii) the Employee is subject to the restrictions of Section 16 under the Securities Exchange Act of 1934. 24 Upon the exercise of the Limited Right, such Related Stock Option shall cease to be exercisable to the extent of the shares of stock with respect to which such Limited Right is exercised, but shall be considered to have been exercised to that extent for purposes of determining the number of shares of stock available for the grant of further options pursuant to the Plan. Upon the exercise or termination of a Related Stock Option, the Limited Right with respect to such Related Stock Option shall terminate to the extent of the shares of stock with respect to which the Related Stock Option was exercised or terminated. b. Upon the exercise of the Limited Right, the holder thereof shall receive in cash from the Company whichever of the following amounts is applicable: (i) in the case of an exercise of the Limited Right by reason of the occurrence of an Offer (as defined in paragraph 4 hereof), an amount equal to the Offer Spread (as defined in paragraph 3d hereof); (ii) in the case of an exercise of the Limited Right by reason of shareholder approval of an agreement described in paragraph 4, an amount equal to the Merger Spread (as defined in paragraph 3f hereof); or (iii) in the case of an exercise of the Limited Right by reason of shareholder approval of a plan of liquidation described in paragraph 4, an amount equal to the Liquidation Spread (as defined in paragraph 3h hereof); or (iv) in the case of an exercise of the Limited Right by reason of an acquisition of stock described in paragraph 4, an amount equal to the Acquisition Spread (as defined in paragraph 3j hereof); or 25 (v) in the case of an exercise of the Limited Right by reason of the election of 50% or more of the directors described in paragraph 4, an amount equal to the Director Spread (as defined in paragraph 3l hereof). c. The term "Offer Price per Share" as used in this paragraph 3 shall mean, with respect to the exercise of any Limited Right by reason of the occurrence of an Offer, the greater of (i) the highest price per share of stock paid in any Offer, which Offer is in effect at any time during the sixty-day period ending on the date of which such Limited Right becomes exercisable, or (ii) the highest Fair Market Value per Share of the Stock during such sixty-day period. Any securities or property which are part or all of the consideration paid for shares of stock in the Offer shall be valued in determining the Offer Price per Share at the higher of (A) the valuation placed on such securities or property by the corporation, person or other entity making such Offer or (B) the valuation placed on such securities or property by the Committee. d. The term "Offer Spread" as used in this paragraph 3 shall mean an amount equal to the product computed by multiplying (i) the excess of (A) the Offer Price per Share over (B) the option price per share of stock at which the Related Stock Option is exercisable, by (ii) the number of shares of stock with respect to which such Limited Right is being exercised. 26 e. The term "Merger Price per Share" as used in this paragraph 3 shall mean, with respect to the exercise of any Limited Right by reason of shareholder approval of an agreement described in paragraph 4, the greater of (i) the fixed or formula price for the acquisition of shares of stock specified in such agreement if such fixed or formula price is determinable on the date on which such Limited Right becomes exercisable, and (ii) the highest Fair Market Value per Share of the Stock during the sixty-day period ending on the date on which such Limited Right is exercised. Any securities or property which are part or all of the consideration paid for shares of stock pursuant to such agreement shall be valued in determining the Merger Price per Share at the higher of (A) the valuation placed on such securities or property by the corporation, person or other entity which is a party with the Company to such agreement, or (B) the valuation placed on such securities or property by the Committee. f. The term "Merger Spread" as used in this paragraph 3 shall mean an amount equal to the product computed by multiplying (i) the excess of (A) the Merger Price per Share over (B) the option price per share of stock at which the Related Stock Option is exercisable, by (ii) the number of shares of Stock with respect to which such Limited Right is being exercised. g. The term "Liquidation Price per Share" as used in this paragraph 3 shall mean, with respect to the exercise of any Limited Right by reason of shareholder approval of a plan of liquidation described in paragraph 4, the greater of (i) the highest amount paid or to be paid per share of stock pursuant to the plan of liquidation as determined by the Committee and (ii) the highest Fair Market Value per Share of the Stock during the sixty-day period ending on the date on which such Limited Right becomes exercisable. Any securities or property which (A) are part or all of the consideration paid for shares of stock pursuant to such plan of liquidation or (B) are to be sold and the 27 proceeds distributed in liquidation shall be valued in determining the Liquidation Price per share at the higher of (i) the valuation placed on such securities or property by the Company upon the distribution of such securities or property in accordance with the plan of liquidation, if known at the time of the exercise of such Limited Right, or (ii) the valuation placed on such securities or property by the Committee. h. The term "Liquidation Spread" as used in this paragraph 3 shall mean an amount equal to the product computed by multiplying (i) the excess of (A) the Liquidation Price per Share over (B) the option price per share of Stock at which the Related Stock Option is exercisable by (ii) the number of shares of stock with respect to which such Limited Right is being exercised. i. The term "Acquisition Price per Share" as used in this paragraph 3 shall mean, with respect to the exercise of any Limited Right by reason of an acquisition of stock described in paragraph 4, the greater of (i) the highest price per share stated on the Schedule 13D, 14D-1 or similar schedule (or amendment thereto) filed by the holder of 50% or more of the Company's voting power which gives rise to the exercise of such Limited Right, and (ii) the highest Fair Market Value per Share of the Stock during the sixty-day period ending on the date the Limited Right is exercised. j. The term "Acquisition Spread" as used in this paragraph 3 shall mean an amount equal to the product computed by multiplying (i) the excess of (A) the Acquisition Price per Share over (B) the option price per share of stock at which the Related Stock Option is exercisable, by (ii) the number of shares of stock with respect to which such Limited Right is being exercised. k. The term "Director Price per Share" as used in this paragraph 3 shall mean, with respect to the exercise of any Limited Right by reason of the election of 50% or more of the Directors described in paragraph 4, the Fair Market Value per Share of the Stock during the sixty-day period ending on the date the Limited Right becomes exercisable. 28 l. The term "Director Spread" as used in this paragraph 3 shall mean an amount equal to the product computed by multiplying (i) the excess of (A) the Director Price per Share over (b) the option price per share of stock at which the Related Stock Option is exercisable, by (ii) the number of shares of stock with respect to which such Limited Right is being exercised. m. The term "Fair Market Value per Share of the Stock" as used in this paragraph 3 shall mean, as of a particular date, (i) if the shares of stock are then listed on a national securities exchange, the definition provided in Article 6(C) of the Plan, or (ii) if the shares of Stock are not then listed on a national securities exchange, the average of the closing "bid" and "asked" prices for shares of stock in the over-the-counter market for the last preceding date on which there was a sale of Stock in such market. 4. If while unexercised options remain outstanding under the Plan (i) any corporation (other than the Company), person or group (within the meaning of Section 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Act") makes a tender or exchange offer which, if consummated, would make such corporation, person or group the beneficial owner (within the meaning of Rule 13d-3 under the Act) of more than 30% of the Company's then outstanding Stock and, pursuant to such offer, purchases are made ("Offer"); (ii) the shareholders or directors of the Company approve a definitive agreement to merge or consolidate the Company with or into another corporation and the Company is not the surviving corporation, or upon agreement to sell or otherwise dispose of all or substantially all of the Company's assets, or adopt a plan of liquidation; (iii) the Company becomes aware that any person or group (within the meaning of Section 13(d) and 14(d)(2) of the Act), has become the beneficial owner (within the meaning of Rule 13d-3 under the Act) of more than 20% of the Company's then outstanding Stock; (iv) 50% or more of the directors of the Company are elected to the Board of Directors during 29 any period of 24 months or less, such election being without the approval of at least a majority of the members of the Board of Directors of the Company in office immediately prior to such period; then on the date of the first purchase of stock pursuant to such Offer, or the date of any such shareholder approval or adoption, or the date on which the Company becomes aware of the acquisition of such percentage of the Company's Stock or on the date of the election of such directors (any such date being referred to as an "Acceleration Date"), each outstanding option shall be exercisable in full. 5. Employee may exercise this option by giving written notice to the Company at Palo Alto, California, attention of the Secretary, specifying the election to exercise the option and the number of shares in respect of which it is being exercised. Employee or Employee's representative shall deliver to the Secretary at the time of giving such notice payment in United States dollars for the amount of the purchase price. In addition, Employee may deliver Company stock, valued at its fair market value (as defined in the Plan) on the date of such exercise, in the full amount of the purchase price, or any portion thereof, in payment for the shares. The notice shall be signed by the Employee exercising the option. The Company shall thereafter cause to be issued a certificate or certificates for the shares as to which the option shall have been so exercised, registered in the name of the Employee. 6. This Agreement shall be interpreted and construed in accordance with the laws of the State of California. 30 IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written. WATKINS-JOHNSON COMPANY By: __________________________ ACCEPTED: ______________________________________________ Employee 31 EX-5.1 4 OPINION OF JAMES G. LEATHERS, JR., ESQ. EXHIBIT 5.1 [Letterhead] June 17, 1998 Board of Directors Watkins-Johnson Company 3333 Hillview Avenue Palo Alto, CA 94304 Re: Watkins-Johnson Company 1997 Employee Stock Incentive Plan Gentlemen: In connection with the granting of options to purchase, and awards of, up to 400,000 shares of common stock of Watkins-Johnson Company (respectively, the "Options" and the "Awards") under the Watkins-Johnson Company 1997 Employee Stock Incentive Plan (the "Plan"), I am of the opinion that the shares of common stock of Watkins-Johnson Company issuable upon exercise of the Options and under the Awards, when issued in accordance with the terms of the Plan, will be legally issued, fully paid and nonassessable shares of common stock, no par value, of Watkins-Johnson Company. I hereby consent to the filing of this opinion as an exhibit to the Registration Statement on Form S-8 filed with the Securities and Exchange Commission with respect to the Options and Awards and the shares of common stock of Watkins-Johnson Company issuable upon exercise or grant thereof as appropriate under each Option and Award. Very truly yours, /s/ James G. Leathers, Jr. --------------------------- James G. Leathers, Jr. 32 EX-23.1 5 INDEPENDENT AUDITORS' CONSENT EXHIBIT 23.1 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of Watkins-Johnson Company on Form S-8 of our reports dated February 9, 1998, appearing in the Annual Report on Form 10-K of Watkins Johnson Company for the year ended December 31, 1997 and to the reference to us under the heading "Experts" in the Prospectus, which is part of this Registration Statement. Deloitte & Touche LLP San Jose, California June 17, 1998 33 EX-24.1 6 POWER OF ATTORNEY OF DIRECTORS EXHIBIT 24.1 POWER OF ATTORNEY OF DIRECTORS KNOW BY ALL PERSONS BY THESE PRESENTS: Each of the undersigned hereby constitutes and appoints the President, the Vice President and Chief Financial Officer, the Vice President and General Counsel and the Treasurer of Watkins-Johnson Company and each of them with the power to act alone, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign (either manually or by use of said person's "Personal Identification Number" issued by the United States Securities and Exchange Commission) a Registration Statement or Registration Statements on Form S-8 relating to shares of common stock of Watkins-Johnson Company and interests issuable under the various employee benefit plans of Watkins-Johnson Company, and any and all amendments of any such Registration Statements, including without limitation post-effective amendments, and to file the same, together with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such attorney-in-fact full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises hereof, as fully to all intents and purposes as he or she might do or could do in person, thereby ratifying and confirming all that said attorney-in-fact or his or her substitutes may lawfully do or cause to be done by virtue hereof. This power of attorney shall expire on December 31, 2000. Executed on this 30th day of September, 1996. /s/ Dean a. Watkins /s/ Raymond F. O'Brien - - ------------------------ ---------------------------- Dean A. Watkins Raymond F. O'Brien /s/ H. Richard Johnson /s/ Dr. William R. Graham - - ------------------------ ---------------------------- H. Richard Johnson Dr. William R. Graham /s/ W. Keith Kennedy, Jr. /s/ Robert L. Prestel - - ------------------------ ---------------------------- W. Keith Kennedy, Jr. Robert L. Prestel /s/ John J. Hartmann /s/ Gary M. Cusumano - - ------------------------ ---------------------------- John J. Hartmann Gary M. Cusumano 34 - -----END PRIVACY-ENHANCED MESSAGE----- -----END PRIVACY-ENHANCED MESSAGE-----