EXHIBIT 10.2

                               ENDWAVE CORPORATION
           EXECUTIVE INCENTIVE COMPENSATION PLAN FOR FISCAL YEAR 2007

I. PHILOSOPHY

Attainment of the goals of Endwave Corporation ("Endwave") for each fiscal year
will require that its executive team work seamlessly together in building sales
revenues, examining and executing on strategic opportunities, maintaining cost
control and focusing on the bottom line. The basis for the incentive plan is a
combination of Endwave's Annual Operating Plan as well as personal contributions
to meeting our annual corporate goals.

The award of bonuses will be discretionary, administered by Endwave's Board of
Directors (the "Board") and its Compensation Committee (the "Committee"), and
based upon several factors, including but not limited to: individual
performance; team work; exhibited leadership; and efforts in the sales process.

II. PARTICIPATION:

     o   All Endwave officers as determined by the Board ("Officers") will
         participate in the incentive plan.

     o   An officer who worked less than twelve months, but more than one month
         (new hires and those on leave of absence), in a given year will receive
         a pro rated share of his or her bonus based on the percent of the year
         worked.

     o   Participants must be employed as of the day of bonus payment in order
         to receive a bonus.

     o   Officers are eligible for a target bonus to be determined by the
         Compensation Committee based on corporate and personal performance
         criteria established by the Committee.

     o   The payment of a bonus to any Officer is totally discretionary and will
         not be paid if the Board believes that it is in the best interest of
         the Endwave not to pay bonuses.

     o   The bonus payment date for a given year is anticipated to be on or
         about February 1 of the following year, after completion of the annual
         corporate audit.



III. INCENTIVE PLAN:

     o   A bonus pool is generated by multiplying a bonus target set by the
         Committee by the corporate performance achievement level.
         Notwithstanding the foregoing, the total bonus pool will in no event
         exceed 50% of Endwave's net profit (determined without regard to the
         bonus payments made for such year under this Executive Incentive
         Compensation Plan).

     o   Corporate performance is determined based upon financial results for
         the fiscal year in accordance with the guidelines established by the
         Committee.

     o   Individual performance is determined by the Committee.

IV. PERFORMANCE TARGETS:

The corporate performance percentage is based on the critical factors contained
in the Annual Operating Plan. As the plan states, Endwave is focused on the
following:

         (1) Increasing sales revenues, by capturing new customers, expanding
         current customers and making acquisitions.

         (2) Building gross margins and operating profit by maintaining high
         operating leverage, cost reducing products and capturing non-recurring
         engineering fees.

         (3) Improve operating efficiency through better asset utilization

         (4) Widening Endwave's position as the leader in technology and
         quality.

V. BONUS PERCENTAGE:

The performance percentage is calculated by reference to the corporate
achievement level for each of the above items. Various percentages can be earned
for each measure depending on whether that performance is above or below plan.

At the discretion of the Board of Directors, targets may be changed dependent
upon Endwave's business outlook.

VI. DEFINITIONS:

Sales revenues include revenues from sales of products and non-recurring
engineering fees,

Gross margin is calculated as sales revenues minus cost of goods sold

Operating profit is calculated as sales revenues less cost of goods sold and
operating expenses, including bonus expenses. It does not include interest
income/expense, intangible costs, taxes or other non-operating income or
expenses and is subject to such modification as the Committee may deem
appropriate.