EXHIBIT 10.3

          DESCRIPTION OF COMPENSATION PAYABLE TO NON-EMPLOYEE DIRECTORS

        The non-employee directors of Endwave Corporation (the "Company") will
receive for fiscal year 2007 and thereafter, until changed by the Board of
Directors, fees for service on the Company's Board of Directors as listed in the
table below. The members of the Board of Directors are also eligible for
reimbursement for travel expenses incurred in connection with attendance at
Board of Directors and committee meetings in accordance with Company policy.

BOARD MEMBERSHIP FEES PAYABLE TO NON-EMPLOYEE DIRECTORS
--------------------------------------------------------------
Non-Employee Director Annual Retainer                            $   20,000
Board Chair Annual Retainer                                      $   10,000
Audit Committee Chair Annual Retainer                            $   16,000
Audit Committee Member Annual Retainer                           $    6,000
Compensation Committee Chair Annual Retainer                     $    8,000
Compensation Committee Member Annual Retainer                    $    3,000
Nominating and Governance Committee Chair Annual Retainer        $    3,000
Nominating and Governance Committee Member Annual Retainer       $        0
Board Meeting Fee (in person)                                    $    1,000
Board Meeting Fee (telephonic)                                   $        0
Committee Meeting Fee (in person)                                $        0
Committee Meeting Fee (telephonic)                               $        0

        Non-employee directors are eligible to receive automatic option grants
made under the Company's 2000 Non-Employee Director Plan and the Company's 2000
Equity Incentive Plan. Pursuant to these plans, each non-employee director is
granted an option, referred to as an initial option, to purchase 20,000 shares
of common stock automatically upon his or her initial election or appointment to
the Board of Directors. Each non-employee director is also granted an option,
referred to as an annual option, to purchase an additional 6,000 shares of
common stock each year after his or her election or appointment to the Board of
Directors. Prior to 2006, annual options were granted following the date of our
annual meeting of stockholders. In 2006 and for future years, such option is
granted on May 1. In either case, if any non-employee director has not served in
that capacity for the entire period since the preceding grant date, then the
number of shares subject to the annual grant will be reduced, pro rata, for each
full quarter the director did not serve during the previous period. All such
options expire after ten years and have an exercise price equal to the fair
market value on the date of grant. All such options granted prior to February
2005, and all initial options granted thereafter, vest over four years at the
rate of 1/48 of the total option shares per month. Annual options granted after
February 2005 vest over two years at the rate of 1/24 of the total option shares
per month. The Company's non-employee directors are also eligible to participate
in the Company's 2000 Equity Incentive Plan on a discretionary basis.