-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, n6YhisbuUIBvAuX4cu7czBodcyU4tWtC7nKOLA8UAavigMyydf+82MdTpdxjH2Sz TPIW8qIYpa+Mw7i9tsXhfA== 0000065771-95-000003.txt : 19950517 0000065771-95-000003.hdr.sgml : 19950516 ACCESSION NUMBER: 0000065771-95-000003 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 11 CONFORMED PERIOD OF REPORT: 19950401 FILED AS OF DATE: 19950512 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: MA COM INC CENTRAL INDEX KEY: 0000065771 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 042090644 STATE OF INCORPORATION: MA FISCAL YEAR END: 0928 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-04236 FILM NUMBER: 95538292 BUSINESS ADDRESS: STREET 1: M/S 213 1011 PAWTUCKET BOULEVARD STREET 2: P.O. BOX 3295 CITY: LOWELL STATE: MA ZIP: 01880-6210 BUSINESS PHONE: 6172245600 MAIL ADDRESS: STREET 1: 1011 PAWTUCKET BLVD., M/S-213 STREET 2: P.O. BOX 3295 CITY: LOWELL STATE: MA ZIP: 01853-3295 FORMER COMPANY: FORMER CONFORMED NAME: MICROWAVE ASSOCIATES INC DATE OF NAME CHANGE: 19780803 10-Q 1 M/A-COM, INC. 1995 Q2 10-Q SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------------ FORM 10-Q (Mark One) (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 1, 1995 OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to ----------- ----------- Commission File No. 1-4236 M/A-COM, INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Massachusetts 04-2090644 - ------------------------------- --------------------------------------- (State or other jurisdiction of (I.R.S. Employer Identification Number) incorporation or organization) 100 Chelmsford Street, Lowell, MA 01853-3294 ------------------------------------------------------- (Address of principal executive offices) (Zip Code) (508) 442-5000 -------------- (Registrant's telephone number, including area code) Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes (X) No ( ) As of May 8, 1995, M/A-COM, Inc. had outstanding 26,688,711 shares of Common Stock, $1.00 par value (exclusive of 17,316,998 shares held in its treasury). 2 PART I. FINANCIAL INFORMATION Item 1. Financial Statements M/A-COM, INC. AND SUBSIDIARIES The accompanying condensed consolidated financial statements include, in the opinion of management, all adjustments which are normal and recurring (with the exception of the cumulative effect of a change in accounting for income taxes in 1994) and necessary to a fair statement of the results for the interim periods presented. Neither the results for the current period nor comparison with the corresponding period of the preceding fiscal year should be considered indicative of the results which may be expected for the fiscal year ending September 30, 1995. These condensed consolidated financial statements should be read in conjunction with the financial statements and notes thereto contained in the Company's Annual Report on Form 10-K for the fiscal year ended October 1, 1994. We have engaged our independent accountants, Price Waterhouse LLP, to conduct a limited review of the condensed financial information included in this report for the quarter ended April 1, 1995. They have reported to us that such review, which does not constitute an audit, has been completed in accordance with standards established for such reviews by the American Institute of Certified Public Accountants. They proposed no adjustments or additional disclosure which they believed should be reflected in the financial information accompanying this report. Price Waterhouse LLP's report on their review is enclosed with this report. 3 M/A-COM, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF OPERATIONS (In thousands, except per share amounts) UNAUDITED
Three Months Ended Six Months Ended ------------------------------- ------------------------------- April 1, April 2, April 1, April 2, 1995 1994 1995 1994 ------------------------------- ------------------------------- Net sales $ 92,969 $ 83,851 $174,578 $162,971 -------- -------- -------- -------- Costs and expenses: Cost of sales 62,141 54,646 121,371 106,366 Company sponsored research and development 4,162 5,959 8,421 10,669 Selling, general and administrative expenses 23,566 20,087 44,139 39,558 Interest expense 2,307 2,334 4,563 4,589 Interest income (195) (129) (339) (265) -------- -------- -------- -------- 91,981 82,897 178,155 160,917 -------- -------- -------- -------- Income (loss) before income taxes and cumulative effect 988 954 (3,577) 2,054 Income tax provision 477 482 977 812 -------- -------- -------- -------- Income (loss) before cumulative effect 511 472 (4,554) 1,242 Cumulative effect of a change in accounting for income taxes -- -- -- 3,300 -------- -------- -------- -------- Net income (loss) $ 511 $ 472 $ (4,554) $ 4,542 ======== ======== ======== ======== Income (loss) per share: Income (loss) before cumulative effect $ .02 $ .02 $(.17) $ .05 Cumulative effect of accounting change -- -- -- .13 ----- ----- ----- ----- Net income (loss) per share $ .02 $ .02 $(.17) $ .18 ===== ===== ===== ===== Shares used in income (loss) per share calculation 26,845 25,946 26,139 25,877 ====== ====== ====== ====== See accompanying notes.
4 M/A-COM, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEET (In thousands)
---------------------------- April 1, October 1, 1995 1994 (Unaudited) ---------------------------- ASSETS - ------ Current assets: Cash and cash equivalents $ 7,061 $ 4,631 Marketable securities -- 1,250 Accounts receivable, net 69,398 70,001 Unbilled revenue under customer contracts 2,878 1,926 Inventories 63,233 60,827 Other current assets 10,951 10,842 --------- --------- Total current assets 153,521 149,477 --------- --------- Plant assets 270,152 262,218 Less - Accumulated depreciation (169,702) (158,729) --------- --------- 100,450 103,489 --------- --------- Other assets 52,140 55,666 --------- --------- Total Assets $ 306,111 $ 308,632 ========= ========= LIABILITIES AND STOCKHOLDERS' EQUITY - ------------------------------------ Current liabilities: Notes payable and current portion of long-term debt $ 10,676 $ 6,518 Accounts payable-trade 14,529 14,968 Accrued liabilities and taxes 70,618 74,088 --------- --------- Total current liabilities 95,823 95,574 --------- --------- Long-term debt 67,217 67,599 --------- --------- Other long-term liabilities 23,097 24,119 --------- --------- Stockholders' equity: Paid-in-capital 51,943 48,714 Retained earnings 68,031 72,626 --------- --------- Total stockholders' equity 119,974 121,340 --------- --------- Commitments and contingencies Total Liabilities and Stockholders' Equity $ 306,111 $ 308,632 ========= ========= See accompanying notes.
5 M/A-COM, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (In thousands) UNAUDITED
Six Months Ended ------------------------------- April 1, April 2, 1995 1994 ------------------------------- Cash provided by continuing operating activities $ 5,712 $ 272 -------- -------- Cash flows from investing activities: Additions to plant assets (8,301) (7,648) Sale of marketable securities 1,250 -- -------- -------- Cash applied to investing activities (7,051) (7,648) -------- -------- Cash flows from financing activities: Net proceeds from short-term borrowings 15,196 3,193 Repayment of debt (11,746) (385) Stock options exercised 437 1,047 Other (41) -- -------- -------- Cash provided by financing activities 3,846 3,855 -------- -------- Cash applied to discontinued operations (77) (2,380) -------- -------- Increase (decrease) in cash and cash equivalents 2,430 (5,901) Cash and cash equivalents at beginning of period 4,631 10,024 -------- -------- Cash and cash equivalents at end of period $ 7,061 $ 4,123 ======== ======== See accompanying notes.
6 M/A-COM, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements - ---------------------------------------------------- (Unaudited except for October 1, 1994 amounts) Note 1 - Changes in the Business On March 10, 1995, the Company entered into an Agreement and Plan of Merger (the "Merger Agreement") with AMP Incorporated ("AMP") and AMP Merger Corp. ("Merger Sub"), a wholly owned subsidiary of AMP. AMP is a leading producer of electrical and electronic connection devices. Merger Sub was incorporated in February 1995 for purposes of the Merger (as hereinafer defined) and engages in no other business. Pursuant to the Merger Agreement, Merger Sub will merge with and into the Company and the Company will survive such merger (the "Merger") as a wholly owned subsidiary of AMP. In connection with the Merger, holders of outstanding shares of the Company's common stock will receive .28 of one share of common stock of AMP for each share of the Company's common stock. The Merger Agreement will be considered and voted upon at a special meeting of the stockholders of the Company (the "Special Meeting"), which is expected to take place in June 1995. The consummation of the Merger is conditioned upon the holders of at least two-thirds of the issued and outstanding shares of the Company's common stock entitled to vote at the Special Meeting voting to approve and adopt the Merger Agreement. In addition, the closing of the transaction is subject to certain other terms and conditions contained in the Merger Agreement. Note 2 - Restructuring Costs and Unusual Items During the second quarter of 1995, the Company sold a previously vacated facility in Merrimack, New Hampshire for approximately $1.3 million in cash. The Company had previously written this facility down to its net realizable value and, therefore, no gain or loss was recorded during the second quarter. In the fourth quarter of 1994, the Company began implementation of a plan of involuntary employee terminations in an effort to reduce general and administrative expenses. In connection with this plan, the Company recorded a $2.5 million charge for expected termination benefits relating primarily to individuals functioning in a financial, general or administrative capacity. Additionally, at October 1, 1994, the Company had a $1.6 million reserve remaining from prior involuntary employee termination actions. During the first six months of 1995, the Company reduced its workforce by 145 persons, resulting in charges of $1.7 million, of which $.7 million was incurred during the second quarter, against the reserve for severance and related benefits. During the latter half of 1994, the Company's management became concerned about emerging operational trends impacting the Burlington semiconductor operation, which services highly competitive markets characterized by steep selling price reductions. During the first quarter of fiscal 1995, lower sales volume, production inefficiencies related to management transition and the market characteristics discussed above, diminished this operation's ability to fully absorb fixed production costs and cover selling, general and administrative expenses, including an allocation of corporate expenses. As a consequence, this operation lost $4.9 million in the first quarter of 1995. 7 In October 1994, the Company realigned its Burlington semiconductor operation into its Microelectronics Division and a new management team consisting of four experienced and proven Company managers was assigned to this operation. In the fourth quarter of 1993, as a result of its decision to refocus the direction of its commercial business, the Company recorded a charge of $5.3 million for anticipated losses on technically complex development programs related to existing commercial contracts. In the first quarter of 1994, the Company reduced its orders and backlog to reflect an agreement to terminate a technically complex contract. This agreement resulted in a reduction in the anticipated losses related to this contract and the Company reversed $1.0 million of previously established reserves. During the second quarter of 1994, the Company formalized the termination of this contract without any further obligations or contingencies. Accordingly, the Company charged approximately $.7 million in unusable inventory related to this contract against the reserve and reversed the remaining reserve of $.9 million related to this contract. These amounts were recorded as reductions to cost of sales in the respective quarters. Note 3 - Income Taxes In the first quarter of 1994, the Company prospectively adopted Statement of Financial Accounting Standards No. 109, Accounting for Income Taxes ("SFAS 109"), effective as of October 3, 1993. The cumulative effect of adopting SFAS 109 amounted to $3.3 million of income. This amount is reflected in the consolidated statement of operations for the first quarter of 1994 as the cumulative effect of a change in accounting principle. The net current deferred tax asset of $6.6 million is included in other current assets and the net deferred tax liability of $11.5 million is included in other long-term liabilities in the accompanying condensed consolidated balance sheet at April 1, 1995. The Company has not provided deferred taxes on the undistributed earnings of its foreign subsidiaries as such earnings are expected to be reinvested for an indefinite period of time. Note 4 - Common Stock Transactions and Debt The Company has a $30.0 million revolving credit agreement (the "Agreement") which expires on August 30, 1995. The maximum borrowings are restricted based on the amount of the Company's domestic accounts receivable. The agreement contains certain restrictive covenants including, but not limited to, minimum levels of profitability and liquidity and restrictions related to indebtedness, cash flow and capital expenditures. The Agreement also contains restrictions with respect to acquisitions and the repurchase of the Company's public debt. As of the end of the second quarter, the Company was not in compliance with its covenant with respect to a minimum level of cash flow (the "Cash Flow Covenant"). The Agreement also contains an event of default if any person or persons, as defined by Section 13 or 14 of the Securities Exchange Act of 1934, acquires 50% or more of the outstanding common stock of the Company. On March 23, 1995, in anticipation of non- compliance with the Cash Flow Covenant, the Company obtained a waiver of compliance for the second quarter of 1995. Additionally, the Agreement was amended at that time. The amendment contains, among other things, an event of default if the Merger Agreement with AMP (see Note 1 to the Condensed 8 Consolidated Financial Statements) is terminated or the Merger contemplated thereby shall not have occurred on or before July 31, 1995. As of April 1, 1995, the Company had outstanding borrowings under the Agreement of $2.0 million and the Company's borrowing availability under the Agreement was $24.2 million. The Company's foreign subsidiaries have lines of credit available to fund local working capital requirements. These lines of credit provide for borrowings aggregating approximately $18.1 million. During the first six months of 1995, borrowings increased by a net of approximately $2.2 million under foreign lines of credit. As of April 1, 1995, total borrowings under the foreign lines of credit aggregated approximately $8.2 million. In the first quarter of 1994, the Company repaid $2.6 million of an Industrial Revenue Bond ("IRB") associated with a previously discontinued operation. In the three month and six month periods ended April 1, 1995, the Company contributed a total of 130,000 and 272,000 shares of common stock, respectively, to match employee contributions to the Company's defined contribution retirement plan. Note 5 - Inventories Inventories are summarized as follows (in thousands):
April 1, October 1, 1995 1994 ---------------------------------- Raw materials $24,346 $21,762 Work in process 26,006 27,964 Finished goods 12,881 11,101 ------- ------- $63,233 $60,827 ======= =======
9 Note 6 - Computation of Income (Loss) per Share The shares used in the computation of income (loss) per share were as follows (in thousands):
Three Months Ended Six Months Ended ------------------------------ ------------------------------ April 1, April 2, April 1, April 2, 1995 1994 1995 1994 ------------------------------ ------------------------------ Weighted average shares outstanding during period 26,276 25,563 26,139 25,460 Add: Incremental shares to reflect dilutive effect of stock option and deferred compensation plans 569 383 -- 417 ------ ------ ------ ------ 26,845 25,946 26,139 25,877 ====== ====== ====== ======
The shares used in the computation of income (loss) per share in the six month period ending April 1, 1995 do not include the incremental shares to reflect the dilutive effect of stock options and deferred compensation plans as the effect would be anti-dilutive. Fully diluted earnings per share have not been presented as they would not reflect dilution for any other period presented. 10 M/A-COM, INC. AND SUBSIDIARIES Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Overview On March 10, 1995, the Company entered into an Agreement and Plan of Merger (the "Merger Agreement") with AMP Incorporated ("AMP") and AMP Merger Corp. ("Merger Sub"), a wholly owned subsidiary of AMP. AMP is a leading producer of electrical and electronic connection devices. Merger Sub was incorporated in February 1995 for purposes of the Merger (as hereinafer defined) and engages in no other business. Pursuant to the Merger Agreement, Merger Sub will merge with and into the Company and the Company will survive such merger (the "Merger") as a wholly owned subsidiary of AMP. In connection with the Merger, holders of outstanding shares of the Company's common stock will receive .28 of one share of common stock of AMP for each share of the Company's common stock. The Merger Agreement will be considered and voted upon at a special meeting of the stockholders of the Company (the "Special Meeting"), which is expected to take place in June 1995. The consummation of the Merger is conditioned upon the holders of at least two-thirds of the issued and outstanding shares of the Company's common stock entitled to vote at the Special Meeting voting to approve and adopt the Merger Agreement. In addition, the closing of the transaction is subject to certain other terms and conditions contained in the Merger Agreement. During the second quarter of 1995, the Company reported net income of $.5 million, or $.02 per share in comparison with $.5 million, or $.02 per share in the second quarter of 1994. New orders for the second quarter of 1995 increased to $102.2 million from $80.6 million in the same period of 1994. The increase is attributable to a $27.9 million increase in commercial orders and a $3.2 million increase in orders from non-defense U.S. government agencies and foreign governments. These increases were partially offset by a $9.5 million decrease in U.S. defense related orders. The increase in commercial orders is due primarily to the demand for products with applications in the wireless communications markets such as cellular portable telephones, cellular infrastructure and wireless data systems. Commercial orders represent 61% of all new orders in the second quarter of 1995. Commercial orders for the second quarter of 1994 included the reversal of $6.9 million attributable to the cancellation of an order for products ultimately intended for the commercial aircraft industry. The increase in non-defense U.S. government agencies and foreign government orders is primarily attributable to the timing of awards from non-defense U.S. government agencies. The decrease in U.S. defense related orders is due to a non-recurring $7.6 million order awarded to the Company in the second quarter of 1994 under Title III of the Defense Production Act and the timing of program awards in this market. New orders for the first six months of 1995 were $189.5 million, an increase of $43.9 million in comparison with the first six months of 1994. The increase in orders is attributable to a $49.0 million increase in commercial orders and a $9.6 million increase in non-defense U.S. government agencies and foreign government orders. These increases were partially offset by a $14.7 million decrease in U.S. defense related orders. Commercial orders in 11 1994 reflect a $3.9 million reduction relating to the termination of a technically complex development contract during the first quarter of 1994 (see Note 2 to the Condensed Consolidated Financial Statements) and the factors previously discussed. The Company's restructuring reserve balances and activity for the six months ended April 1, 1995 were as follows (in millions):
Facilities Leases Severance and and Carrying and and Other Personnel Equipment Closure Costs Restructuring Related Writedown of Buildings Costs Total ----------------------------------------------------------------------------- Balance at October 1, 1994 $ 4.0 $ -- $ 1.9 $ .4 $ 6.3 Additions -- .2 .1 -- .3 Charges (1.7) (.2) (.6) (.2) (2.7) ----------------------------------------------------------------------------- Balance at April 1, 1995 $ 2.3 $ -- $ 1.4 $ .2 $ 3.9 =============================================================================
In the fourth quarter of 1994, the Company began implementation of a plan of involuntary employee terminations in an effort to reduce general and administrative expenses. In connection with this plan, the Company recorded a $2.5 million charge for expected termination benefits relating primarily to individuals functioning in a financial, general or administrative capacity. Additionally, at October 1, 1994, the Company had a $1.6 million reserve remaining from prior involuntary employee termination actions. During the first six months of 1995, the Company reduced its workforce by 145 persons under this plan, incurring charges of $1.7 million, of which $.7 million was incurred during the second quarter, against the restructuring reserve for severance and related benefits. At April 1, 1995, the remaining balance in the reserve of $3.9 million is considered adequate to complete the actions contemplated by the Company. The Company expects to complete the remaining severance actions by the end of 1995 and anticipates disposing of the facilities held for sale over the next fifteen to twenty-one months. Results of Continuing Operations Net sales for the second quarter of 1995 were $93.0 million, an increase of $9.1 million in comparison with the second quarter of 1994. The increase is primarily attributable to an $11.2 million increase in sales to commercial customers partially offset by a $1.6 million decrease in sales to non-defense U.S. government agencies and foreign governments and a $.5 million decrease in U.S. defense related sales. Sales for the first six months of 1995 increased to $174.6 million from $163.0 million in the first six months of 1994. A $16.7 million increase in sales to commercial customers was partially offset by a $1.8 million decrease in U.S. defense related sales and a $3.3 million decrease in sales to non- defense U.S. government agencies and foreign governments. The changing sales mix is the result of the Company's strategy of developing products for the commercial marketplace specifically with application in the 12 wireless communications and automotive sensor markets. These markets offer increasing opportunities for the Company's products and have resulted in the Company's success in becoming a key supplier of technology and products to industry leaders in the commercial marketplace. In the first six months of 1995, sales of commercial products have increased by 21% in comparison with the first six months of 1994. The Company's gross margin, as a percent of sales, decreased to 33.2% in the second quarter of 1995 from 34.8% in the second quarter of 1994. The decrease can be attributed to increased production costs and decreased volume in the Company's semiconductor and connector operations of 6.4%. Also, as previously discussed (see Note 2 to the Condensed Consolidated Financial Statements), the results for the second quarter of 1994 reflect the reversal of a reserve related to a contract termination which increased gross margin by 1.1% during that quarter. These factors were partially offset by improved margins on integrated circuit products of 3.9% and increased volume within the Company's Microelectronics Division resulting in margin growth of 2.1%. Gross margin for the first six months of 1995 decreased to 30.5% from 34.7% for the first six months of 1994. The decrease is primarily attributable to lower average selling prices in certain of the Company's semiconductor products and under-absorbed fixed production costs in the semiconductor operation resulting in a decrease of 4.3%. Additionally, volume decreases and increased production costs in the connector product operation further reduced gross margin by 1.8%. As previously discussed (see Note 2 to the Condensed Consolidated Financial Statements and above), the results for the six months ended April 2, 1994 reflect the reversal of a reserve related to a contract termination which increased gross margin by 1.1% during that period. These decreases were partially offset by increased sales volume resulting in margin growth of .8% and improved margins for integrated circuit products of 2.7% in the Company's Microelectronics Division. Company-sponsored research and development decreased by $1.8 million and $2.2 million in the three and six month periods ended April 1, 1995 in comparison with the same periods of 1994. Decreases in company-sponsored research and development are attributable to a shift of engineering resources to production in support of increased volume. The Company also incurred $2.5 million and $5.1 million of costs, included in cost of sales, on customer- sponsored research and development (a total of $.2 million of which was not recoverable under fixed price engineering contracts) for the three and six month periods ended April 1, 1995. These amounts were comparable to the same period of 1994. Selling, general and administrative expenses ("SG&A") increased by $3.5 million in the second quarter of 1995 compared with the same period of 1994. The increase is attributable to several factors including increased sales commissions resulting from sharply higher orders and sales levels, one time sales expenses associated with a particular international customer, a general increase in compensation and benefit costs for existing employees, mainly in the growing Microelectronics Division, and additional provisions for bad debt expense. SG&A increased by $4.6 million for the first six months of 1995 in comparison with the first six months of 1994. The increase is attributable to a $.5 million increase for bad debt reserve and a $.3 million provision for a loss and disposal costs relating to the sale of a previously abandoned facility as well as the factors noted above. 13 Net interest expense for the three and six month periods ended April 1, 1995 remained comparable with the same periods of 1994 as lower borrowings in 1995 were offset by increases in interest rates. The Company's tax provision is attributable to provisions for its profitable foreign operations. Due to the Company's net operating loss carryforwards, no benefit has been attributed to losses generated by its domestic operations. Liquidity and Capital Resources The Company's cash and marketable security position at April 1, 1995 was $7.1 million in comparison with $5.9 million at October 1, 1994. The Company's operating activities generated $5.7 million during the first six months of 1995. The Company also expended $8.3 million for additions to plant assets. During the first six months of 1995, from time to time, the Company borrowed $13.0 million in the aggregate and repaid $11.0 million under its revolving credit agreement, increased the amount of borrowing by its foreign subsidiaries by a net of approximately $2.2 million and repaid $.7 million of its long-term debt. The Company has a $30.0 million revolving credit agreement (the "Agreement") which expires on August 30, 1995. The maximum borrowings are restricted based on the amount of the Company's domestic accounts receivable. The agreement contains certain restrictive covenants including, but not limited to, minimum levels of profitability and liquidity and restrictions related to indebtedness, cash flow and capital expenditures. The Agreement also contains restrictions with respect to acquisitions and the repurchase of the Company's public debt. As of the end of the second quarter, the Company was not in compliance with its covenant with respect to a minimum level of cash flow (the "Cash Flow Covenant"). The Agreement also contains an event of default if any person or persons, as defined by Section 13 or 14 of the Securities Exchange Act of 1934, acquires 50% or more of the outstanding common stock of the Company. On March 23, 1995, in anticipation of non- compliance with the Cash Flow Covenant, the Company obtained a waiver of compliance for the second quarter of 1995. Additionally, the Agreement was amended at that time. The amendment contains, among other things, an event of default if the Merger Agreement with AMP (see Note 1 to the Condensed Consolidated Financial Statements) is terminated or the Merger contemplated thereby shall not have occurred on or before July 31, 1995. As of April 1, 1995, the Company had outstanding borrowings under the Agreement of $2.0 million and the Company's borrowing availability under the Agreement was $24.2 million. The Company's inventory balance at April 1, 1995 increased to $63.2 million from $60.8 million at October 1, 1994. The increase is mainly attributable to increased production for anticipated shipments in the third and fourth quarters of 1995 partially offset by decreased semiconductor inventory balances. The Company believes that its existing cash balances, funds to be generated by future operating activities and borrowing capacity are sufficient to finance operating requirements, to provide for ongoing capital and research and development requirements and to take advantage of investment opportunities. 14 Part II. Other Information Item 4. Submissions of Matters to a Vote of Security Holders (a) On February 15, 1995, the Company held its Annual Meeting of Stockholders (the "Meeting"). (b) At the Meeting, the stockholders elected to the Board of Directors all Class II Director nominees listed in the proxy material for the Meeting by the following votes:
Total Vote Name of Total Vote for Withheld from Director Nominees Director Nominee Director Nominee - ----------------- ---------------- ---------------- George N. Hutton, Jr. 23,477,908 366,331 James D. Meindl 23,491,074 353,165 E. James Morton 23,448,272 395,967
Mr. Hutton retired from the Company's Board of Directors effective April 1, 1995. Item 6. Exhibits and Reports on Form 8-K (a) List of Exhibits: Method of Filing ---------------- Exhibit 3 By-laws, as amended through Filed herewith. March 10, 1995. Exhibit 10.1 First Amendment and Waiver to Filed herewith. Revolving Credit Agreement among M/A-COM, Inc. and First National Bank of Boston, et al., dated as of February 14, 1995. Exhibit 10.2 Second Amendment and Waiver to Filed herewith. Revolving Credit Agreement among M/A-COM, Inc. and First National Bank of Boston, et al., dated as of March 23, 1995. Management Contracts, Compensatory Plans and Arrangements Exhibit 10.3 Amendment to M/A-COM, Inc. Long Filed herewith. Term Incentive Plan dated as of October 18, 1989, as amended, adopted on February 14, 1995. Exhibit 10.4 Severance Agreement dated as of Filed herewith. February 1, 1994 between M/A-COM, Inc. and Charles D. Kissner. 15 Exhibit 10.5 Severance Agreement dated as of Filed herewith. December 20, 1991 between M/A-COM, Inc. and Peter L. Manno. Exhibit 10.6 Amendment No. 1 dated May 26, 1993 Filed herewith. to the Deferment Agreement dated December 18, 1986 between M/A-COM, Inc. and E. James Morton. Exhibit 10.7 Deferment Agreement dated December Filed herewith. 31, 1993 between M/A-COM, Inc. and Paul E. Tsongas. ------------------------- Exhibit 11 Statement Re: Computation of Per Incorporated from Share Earnings. Note 6 to Condensed Consolidated Financial Statements. Exhibit 15 Letter Re: Unaudited Interim Filed herewith. Financial Information. Exhibit 27 Financial Data Schedule Filed herewith. (b) Reports on Form 8-K A Current Report on Form 8-K dated March 10, 1995 was filed with the Securities and Exchange Commission on March 20, 1995 to report a matter under Item 5, Other Events. 16 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized, on May 12, 1995. M/A-COM, Inc. By: PETER J. RICE - -------------------------------- Peter J. Rice Vice President, Chief Accounting Officer and Controller 17 Price Waterhouse LLP 160 Federal Street Boston, MA 02110 April 27, 1995 To the Board of Directors and Shareholders of M/A-COM, Inc. We have reviewed the condensed consolidated balance sheet of M/A-COM, Inc. and its subsidiaries as of April 1, 1995 and April 2, 1994 (not presented herein), the related consolidated statement of operations for the three-month and six-month periods then ended and the related condensed consolidated statement of cash flows for the six-month periods then ended. These financial statements are the responsibility of the Company's management. We conducted our review in accordance with the standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statement taken as a whole. Accordingly, we do not express such an opinion. Based on our review, we are not aware of any material modifications that should be made to the accompanying financial information for it to be in conformity with generally accepted accounting principles. We previously audited, in accordance with generally accepted auditing standards, the consolidated balance sheet as of October 1, 1994, and the related consolidated statements of operations and cash flows for the year then ended (not presented herein), and in our report dated November 15, 1994 we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of October 1, 1994, is fairly stated in all material respects in relation to the consolidated balance sheet from which it has been derived. PRICE WATERHOUSE LLP 18 EXHIBIT INDEX Exhibit Description Number 3 By-laws, as amended through March 10, 1995. 10.1 First Amendment and Waiver to Revolving Credit Agreement among M/A-COM, Inc. and First National Bank of Boston, et al., dated as of February 14, 1995. 10.2 Second Amendment and Waiver to Revolving Credit Agreement among M/A-COM, Inc. and First National Bank of Boston, et al., dated as of March 23, 1995. Management Contracts, Compensatory Plans and Arrangements 10.3 Amendment to M/A-COM, Inc. Long Term Incentive Plan dated as of October 18, 1989, as amended, adopted on February 14, 1995. 10.4 Severance Agreement dated as of February 1, 1994 between M/A-COM, Inc. and Charles D. Kissner. 10.5 Severance Agreement dated as of December 20, 1991 between M/A-COM, Inc. and Peter L. Manno. 10.6 Amendment No. 1 dated May 26, 1993 to the Deferment Agreement dated December 18, 1986 between M/A-COM, Inc. and E. James Morton. 10.7 Deferment Agreement dated December 31, 1993 between M/A-COM, Inc. and Paul E. Tsongas. - ------------------------- 11 Statement Re: Computation of Per Share Earnings, incorporated by reference to Note 6 to Condensed Consolidated Financial Statements contained in this Quarterly Report on Form 10-Q. 15 Letter Re: Unaudited Interim Financial Information. 27 Financial Data Schedule. EX-15 2 Exhibit 15 Price Waterhouse LLP 160 Federal Street Boston, MA 02110 May 12, 1995 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, DC 20549 Dear Sirs: We are aware that M/A-COM, Inc. has included our report dated April 27, 1995 (issued pursuant to the provisions of Statements on Auditing Standards Nos. 42 and 71) in the Prospectuses constituting part of its Registration Statements on Form S-3 (No. 2-99637) and Form S-8 (Nos. 2-17757; 2-25410; 2- 31632; 2-47195; 2-53255; 2-53257; 2-68734; 2-68809; 2-69195; 2-69202; 2- 69259; 2-70247; 2-71043; 2-72234; 2-72235; 2-76292; 2-81497; 2-81907; 2- 92614; 2-92616; 2-92617; 33-10913; 33-10916; 33-33372; 33-35845; 33-36846; 33- 44212). We are also aware of our responsibilities under the Securities Act of 1933. Very truly yours, PRICE WATERHOUSE LLP EX-3 3 Exhibit 3 BY-LAWS, AS AMENDED, of M/A-COM, INC. (Through March 10, 1995) ARTICLE FIRST Stockholders Section 1. Annual Meeting. The annual meeting of stockholders shall be held on the third Wednesday of February in each year (or if the date be a legal holiday in the place where the meeting is to be held, on the next succeeding full business day) or such other date as shall be determined from time to time by the Board of Directors. The hour shall be fixed by the Chairman of the Board of Directors or the Chief Executive Officer or the President and stated in the notice of the meeting. The purposes for which the annual meeting is to be held, in addition to those prescribed by law, by the Articles of Organization or by these By-laws, may be specified by the Directors or the Chairman of the Board of Directors or the Chief Executive Officer or the President. If no annual meeting is held in accordance with the foregoing provisions, a special meeting may be held in lieu thereof, and any action taken at such meeting shall have the same effect as if taken at the annual meeting. Section 2. Special Meetings. Special meetings of the stockholders may be called by the Chairman of the Board of Directors or the Chief Executive Officer or the President or the Directors, and shall be called by the Clerk, or in case of the death, absence, incapacity or refusal of the Clerk, by any other officer, upon written application of one or more stockholders who are entitled to vote at the meeting and who hold at least forty percent in interest of the capital stock entitled to vote at the meeting, stating the time, place and purposes of the meeting. Section 3. Place of Meetings. All meetings of stockholders shall be held at the principal office of the corporation unless a different place (within the United States) is fixed by the Directors or the Chairman of the Board of Directors or the Chief Executive Officer or the President and stated in the notice of the meeting. Section 4. Notices. Notice of all meetings of stockholders shall be given as follows, to wit:- A written notice, stating the place, day and hour thereof, shall be given by the Clerk (or the person or persons calling the meeting), at least ten days before the meeting, to each stockholder entitled to vote thereat and to each stockholder who, by law, the Articles of Organization, or these By-laws, is entitled to such notice, by leaving such notice with him or at his residence or usual place of business, or by mailing it, postage prepaid, and addressed to such stockholder at his address as it appears upon the books of the corporation. Notices of all meetings of stockholders shall state the purposes for which the meetings are called. No notice need be given to any stockholder if a written waiver of notice, executed before or after the meeting by the stockholder or his attorney thereunto authorized is filed with the records of the meeting. Section 5. Quorum. At any meeting of stockholders a quorum for the transaction of business shall consist of one or more individuals appearing in person and/or as proxies and owning and/or representing a majority of the shares of the corporation then outstanding and entitled to vote, provided 2 that less than such quorum shall have power to adjourn the meeting from time to time. Section 6. Voting and Proxies. Each stockholder shall have one vote for each share of stock entitled to vote, and a proportionate vote for any fractional share entitled to vote, held by him of record according to the records of the corporation, unless otherwise provided by the Articles of Organization. Stockholders may vote either in person or by written proxy dated not more than six months before the meeting named therein. Proxies shall be filed with the Clerk before being voted at any meeting or any adjournment thereof. Except as otherwise limited therein, proxies shall entitle the persons named therein to vote at the meeting specified therein and at any adjourned session of such meeting but shall not be valid after final adjournment of the meeting. A proxy with respect to stock held in the name of two or more persons shall be valid if executed by one of them unless at or prior to exercise of the proxy the corporation receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a stockholder shall be deemed valid unless challenged at or prior to its exercise. Section 7. Action at Meeting. When a quorum is present, the action of the stockholders on any matter properly brought before such meeting shall be decided by the holders of a majority of the stock present or represented and entitled to vote and voting on such matter, except where a different vote is required by law, the Articles of Organization or these By-laws. Any election by stockholders shall be determined by a plurality of the votes cast by the stockholders entitled to vote at the election. No ballot shall be required for such election unless requested by a stockholder present or represented at the meeting and entitled to vote in the election. ARTICLE SECOND Directors Section 1. Powers. The Board of Directors, subject to any action at any time taken by such stockholders as then have the right to vote, shall have the entire charge, control and management of the corporation, its property and business and may exercise all or any of its powers. Section 2. Number and Election. The number of Directors shall be not less than three nor more than seventeen. The Board of Directors shall be divided into three classes, such classes to be as nearly equal in number as possible. One of such classes of Directors shall be elected annually by the stockholders. Subject to the foregoing requirements and applicable law, the Board of Directors may, from time to time, fix the number of Directors and their respective classifications, provided that any such action does not operate to remove a Director elected by the stockholders other than in the manner specified in the Articles of Organization or these By-laws. Except as otherwise provided in these By-laws, the members of each class shall be elected for a term of three years and shall serve until their successors are elected and qualified. Any successor to a Director whose seat becomes vacant shall serve for the remainder of the term of his predecessor and until his successor is elected and qualified. Section 3. Vacancies. Any vacancy at any time existing in the Board among those Directors whose terms are classified in accordance with these By-laws, whether resulting from an increase in the size of the Board of Directors, 3 from the death, resignation, disqualification or removal of a Director or otherwise, shall be filled solely by the affirmative vote of a majority of the remaining Directors then in office, even though less than a quorum of the Board of Directors. Section 4. Enlargement of the Board. The number of Directors whose terms are classified in accordance with the provisions of these By-laws may be increased by the Directors by the affirmative vote of a majority of the Directors then in office. Any vacancy in the Board of Directors resulting from such an increase in the number of Directors shall be filled solely by the affirmative vote of a majority of the Directors then in office, even though less than a quorum of the Board of Directors. Section 5. Tenure. Except as otherwise provided by law, by the Articles of Organization or by these By-laws, a Director shall hold office until the annual meeting of stockholders held in the third year following the year of his election and thereafter until his successor is chosen and qualified. Any Director may resign by delivering his written resignation to the corporation at its principal office or to the Chairman of the Board of Directors or Clerk. Such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some other event. Section 6. Removal. A Director whose term is classified in accordance with these By-laws may be removed from office only for cause by the affirmative vote of either (a) the holders of a majority of the shares outstanding and entitled to vote in the election of Directors, or (b) a majority of the Directors then in office. As used herein, "cause" shall mean, only (i) conviction of a felony, (ii) declaration of unsound mind by order of a court, (iii) gross dereliction of duty, (iv) commission of an act involving moral turpitude, or (v) commission of an act that constitutes intentional misconduct or a knowing violation of law if such act in either event results both in an improper substantial personal benefit and a material injury to the corporation. A Director may be removed for cause only after reasonable notice and opportunity to be heard before the body proposing to remove him. Section 7. Annual Meeting. Immediately after each annual meeting of stockholders, or the special meeting held in lieu thereof, and at the place thereof, if a quorum of those who are Directors immediately following such meeting were present thereat, there shall be a meeting of the Directors without notice; but if such a quorum of the Directors were not present at such meeting, or if present do not proceed immediately thereafter to hold a meeting of the Directors, the annual meeting of the Directors shall be called in the manner hereinafter provided with respect to the call of special meetings of Directors. Section 8. Regular Meetings. Regular meetings of the Directors may be held at such times and places as shall from time to time be fixed by resolution of the Board and no notice need be given of regular meetings held at times and places so fixed, PROVIDED, HOWEVER, that any resolution relating to the holding of regular meetings shall remain in force only until the next annual meeting of stockholders, or the special meeting held in lieu thereof, and that if at any meeting of Directors at which a resolution is adopted fixing the times or place or places for any regular meetings any Director is absent no meeting shall be held pursuant to such resolution until either each such absent Director has in writing or by telegram approved the resolution or seven days have elapsed after copy of the resolution certified by the Clerk 4 has been mailed, postage prepaid, addressed to each such absent Director at his last known home or business address. Section 9. Special Meetings. Special meetings of the Directors may be called by the Chairman of the Board of Directors, the Chief Executive Officer, the President, the Treasurer, or by any two Directors, and shall be held at the place designated in the call thereof. Section 10. Notices. Notice of any special meeting of the Directors shall be given by the Clerk or the Secretary to each Director, by (a) mailing written notice of such meeting to him, postage prepaid, at least four days before the meeting, (b) delivering such notice to him in person at least forty-eight hours before the meeting, (c) sending such notice to him by overnight mail or overnight delivery service, postage or delivery charges prepaid, at least forty-eight hours before the meeting, (d) sending such notice to him by telecopy at least forty-eight hours before the meeting, or (e) sending notice of such meeting to him by prepaid telegram, at least forty- eight hours before the meeting. Notices given by mail, overnight delivery or telegram shall be addressed to each Director at his address as registered on the books of the corporation, or if not so registered at his last known home or business address. Notices given by telecopy shall be addressed to each Director at the last telecopy number specified to the corporation by such Director for such purpose, or, if no such number shall have been specified, at the telecopy number associated with such Director's last known home or business address. If the Clerk or the Secretary refuses or neglects for more than twenty-four hours after receipt of the call to give notice of such special meeting, or if the offices of Clerk and Secretary are vacant or the Clerk and the Secretary are absent from the Commonwealth of Massachusetts or incapacitated, such notice may be given by the officer or one of the Directors calling the meeting. Notice need not be given to any Director if a written waiver of notice, executed by him before or after the meeting, is filed with the records of the meeting, or to any Director who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to him. A notice or waiver of notice of a Directors' meeting need not specify the purposes of the meeting. Section 11. Quorum. At any meeting of the Directors a majority of the Directors then in office shall constitute a quorum for the transaction of business; provided always that any number of Directors (whether one or more and whether or not constituting a quorum) present at any meeting or at any adjourned meeting may make any reasonable adjournment thereof. Section 12. Action at Meeting. At any meeting of the Directors at which a quorum is present, the action of the Directors on any matter brought before the meeting shall be decided by the vote of a majority of those present and voting, unless a different vote is required by law, the Articles of Organization, or these By-laws. Section 13. Special Action. Any action by the Directors may be taken without a meeting if a written consent thereto is signed by all the Directors and filed with the records of the Directors' meetings. Such consent shall be treated as a vote of the Directors for all purposes. Section 14. Committees. The Directors may, by vote of a majority of the Directors then in office, elect from their number an executive or other committees and may by like vote delegate thereto some or all of their powers except those which by law, the Articles of Organization or these By-laws they are prohibited from delegating. Except as the Directors may otherwise 5 determine, any such committee may make rules for the conduct of its business, but, unless otherwise provided by the Directors or in such rules, its business shall be conducted as nearly as may be in the same manner as is provided by these By-laws for the Directors. The Chairman of the Executive Committee shall preside at all meetings of the Executive Committee and shall perform such duties and have such powers additional to the foregoing as the Directors or the Executive Committee shall designate. ARTICLE THIRD Officers Section 1. Enumeration. The officers of the corporation shall be (a) the Chairman of the Board of Directors, the Chief Executive Officer, the President, one or more Executive Vice Presidents or Senior Vice Presidents, or both, a Chief Financial Officer, a Treasurer, a Clerk and a Secretary, (b) the corporation's principal accounting officer, principal legal officer, principal manager of operations, principal human resources officer, principal business development officer and controller, and (c) such additional officers as are appointed by the Chief Executive Officer to carry out the principal business or similar policy-making functions of the corporation. The corporate officers so appointed by the Chief Executive Officer shall be those enumerated in one or more certificates delivered by him to the Secretary, which certificates shall be filed by the Secretary with the minutes of the Board of Directors, and such appointed officers shall be subject to removal by the same means. All such officers shall be deemed to be officers of the corporation for purposes of ARTICLE ELEVENTH hereof. Neither divisional officers nor officers of subsidiaries of the corporation shall be deemed to be officers of the corporation by virtue of their positions as such. Section 2. Election. The officers of the corporation specified in Section 1 of this ARTICLE THIRD, except those which are to be appointed by the Chief Executive Officer, shall be elected annually by the Directors at their first meeting following the annual meeting of stockholders or the special meeting held in lieu thereof. Section 3. Qualification. The Chairman of the Board of Directors, the Chief Executive Officer and the President must be Directors. No officer need be a stockholder. Any two or more offices may be held by the same person, provided that the President and Clerk shall not be the same person. The Clerk shall be a resident of Massachusetts unless the corporation has a resident agent appointed for the purpose of service of process. Any officer may be required by the Directors to give bond for the faithful performance of his duties to the corporation in such amount and with such sureties as the Directors may determine. Section 4. Tenure. Except as otherwise provided by law, by the Articles of Organization or by these By-laws, each of the officers enumerated in clauses (a) and (b) of Section 1 of this ARTICLE shall hold office until the first meeting of the Directors following the annual meeting of stockholders, or the special meeting held in lieu thereof, and thereafter until his successor is chosen and qualified. Any officer may resign by delivering his written resignation to the corporation at its principal office or to the Chairman of the Board of Directors or the Chief Executive Officer or the President or Clerk, and such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some other event. 6 Section 5. Removal. The Directors may remove any corporate officer elected by them with or without cause by a vote of a majority of the entire number of Directors then in office, provided that any such corporate officer may be removed for cause only after reasonable notice and opportunity to be heard by the Board of Directors prior to action thereon. Section 6. The Chairman of the Board. The Chairman of the Board shall preside at all meetings of the Directors and shall perform such duties and have such powers additional to the foregoing as the Directors shall designate. It shall be his duty and he shall have the power to see that all orders and resolutions of the Directors are carried into effect. The Chairman of the Board shall also preside at all meetings of the stockholders. In the absence or disability of the Chairman of the Board, the Chief Executive Officer shall perform his duties and have his powers. Section 7. The Chief Executive Officer. The Chief Executive Officer shall be responsible for the planning, coordinating and execution of the corporation's strategies and activities. The Chief Executive Officer may from time to time appoint one or more additional vice presidents, assistant treasurers, assistant secretaries, comptroller, other financial officers of the corporation and a president, vice president, treasurer and other officers, so-called, for any division of the corporation and define their respective powers and duties, and he may remove any such officers at any time. Such appointed officers shall be subject at all times to the control of the Chief Executive Officer, the Board of Directors and of any other officer of the corporation whom he or the Board may designate from time to time. In the absence or disability of the Chief Executive Officer, the President shall perform his duties and have his powers. Section 8. The President. Executive Vice Presidents and Senior Vice Presidents. The President shall have full responsibility for the day-to-day operations of the corporation and shall perform such duties and have such additional powers as the Directors shall designate. The President, as soon as reasonably possible after the close of the fiscal year, shall submit to the Directors a report of the operations of the corporation for such year and a statement of its affairs and shall from time to time report to the Board of Directors all matters within his knowledge which the interests of the corporation may require to be brought to its notice. In the absence or disability of the Chief Executive Officer, his powers and duties shall be performed by the President. In the absence or disability of the President, his powers and duties shall be performed by one or more of the Executive Vice Presidents or Senior Vice Presidents designated for the purpose by the Directors. Each Executive Vice President and Senior Vice President shall have such powers and perform such duties as the Directors shall from time to time designate. Section 9. Chief Financial Officer. The Chief Financial Officer shall be the principal financial officer of the corporation. Subject to the direction and control of the Chief Executive Officer and the Directors, he shall formulate, advise on, and manage the financial policies and finances of the corporation, including but not limited to treasury, cash management, borrowing, lending, issuing and retiring stock and other securities, taxation, and financial planning and controls. From time to time, he shall promptly render such reports on the financial condition of the corporation as the Chief Executive Officer or the Directors may require. The Treasurer shall report to the Chief Financial Officer, and the Chief Financial Officer shall have all powers that the Treasurer has except as may be limited by the Articles of Organization, these By-laws, or applicable law. The Chief 7 Financial Officer shall perform such duties and have such powers additional to the foregoing as the Chief Executive Officer or the Directors may designate. Section 10. Treasurer. The Treasurer shall report to the Chief Financial Officer. The Treasurer shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as shall be designated by the Chairman of the Board of Directors, the Chief Executive Officer, the President, the Chief Financial Officer, or the Directors or in the absence of such designation in such depositories as he shall from time to time deem proper. He shall disburse the funds of the corporation as shall be ordered by the Chairman of the Board of Directors, the Chief Executive Officer, the President, the Chief Financial Officer, or the Directors, taking proper vouchers for such disbursements. He shall promptly render to the Chairman of the Board of Directors, the Chief Executive Officer, the President, the Chief Financial Officer, and Directors such statements of his transactions and accounts as the Chairman of the Board, the Chief Executive Officer, the President, the Chief Financial Officer, and Directors respectively may from time to time require. The Treasurer shall perform such duties and have such powers additional to the foregoing as the Chairman of the Board of Directors, the Chief Executive Officer, the President, the Chief Financial Officer, or the Directors may designate. Section 11. Assistant Treasurers. In the absence or disability of the Treasurer, his powers and duties shall be performed by the Assistant Treasurer, if only one, or, if more than one, by the one designated for the purpose by the Chief Executive Officer. Each Assistant Treasurer shall have such other powers and perform such other duties as the Chief Executive Officer shall from time to time designate. Section 12. Clerk. The Clerk shall record in books kept for the purpose all votes and proceedings of the stockholders and, if there be no Secretary or Assistant Secretary, of the Directors at their meetings. Unless the Directors shall appoint a transfer agent and/or registrar or other officer or officers for the purpose, the Clerk shall be charged with the duty of keeping, or causing to be kept, accurate records of all stock outstanding, stock certificates issued and stock transfers; and, subject to such other or different rules as shall be adopted from time to time by the Directors, such records may be kept solely in the stock certificate books. The Clerk shall perform such duties and have such powers additional to the foregoing as the Directors shall designate. Section 13. Assistant Clerks. In the absence of the Clerk from any meeting of the stockholders or, if there be no Secretary or Assistant Secretary, from any meeting of the Directors, the Assistant Clerk, if one be elected, or, if there be more than one, the one designated for the purpose by the Directors, otherwise a Temporary Clerk designated by the person presiding at the meeting, shall perform the duties of the Clerk. Each Assistant Clerk shall have such other powers and perform such other duties as the Directors may from time to time designate. Section 14. Secretary and Assistant Secretaries. If a Secretary is elected, he shall keep a record of the meetings of the Directors and in his absence, an Assistant Secretary, if one be appointed or, if there be more than one, the one designated for the purpose by the Chief Executive Officer, otherwise a Temporary Secretary designated by the person presiding at the meeting, 8 shall perform the duties of the Secretary. Each Assistant Secretary shall have such other powers and perform such other duties as the Chief Executive Officer may from time to time designate. ARTICLE FOURTH Provisions Relating to Capital Stock Section 1. Certificates of Stock. Each stockholder shall be entitled to a certificate or certificates representing in the aggregate the shares owned by him and certifying the number and class thereof, which shall be in such form as the Directors shall adopt. Each certificate of stock shall be signed by the Chairman of the Board of Directors, the President or a Vice President and by the Treasurer or an Assistant Treasurer, but when a certificate is countersigned by a transfer agent or a registrar, other than a Director, officer or employee of the corporation, such signatures may be facsimiles. In case any officer who has signed or whose facsimile signature has been placed on such certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer at the time of its issue. Every certificate for shares of stock which are subject to any restriction on transfer pursuant to the Articles of Organization, the By-laws or any agreement to which the corporation is a party, shall have the restriction noted conspicuously on the certificate and shall also set forth on the face or back either the full text of the restriction or a statement of the existence of such restriction and a statement that the corporation will furnish a copy to the holder of such certificate upon written request and without charge. Every certificate issued when the corporation is authorized to issue more than one class or series of stock shall set forth on its face or back either the full text of the preferences, voting powers, qualifications and special and relative rights of the shares of each class and series authorized to be issued or a statement of the existence of such preferences, powers, qualifications and rights, and a statement that the corporation will furnish a copy thereof to the holder of such certificate upon written request and without charge. Section 2. Transfer of Stock. The stock of the corporation shall be transferable, so as to affect the rights of the corporation, only by transfer recorded on the books of the corporation, in person or by duly authorized attorney, and upon the surrender of the certificate or certificates properly endorsed or assigned. Section 3. Equitable Interests Not Recognized. The corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact thereof and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person except as may be otherwise expressly provided by law. Section 4. Lost or Destroyed Certificates. The Directors of the corporation may, subject to Massachusetts General Laws, Chapter 156B, Section 29, as amended from time to time, determine the conditions upon which a new certificate of stock may be issued in place of any certificate alleged to have been lost, destroyed, or mutilated. Section 5. Massachusetts Chapter 110D. Until such time as this Section 5 of Article Fourth shall be repealed or these By-Laws shall be amended in accordance with Article Twelfth hereof to provide otherwise, the provisions of Chapter 110D of the Massachusetts General Laws shall not apply to "control 9 share acquisitions" of the Corporation within the meaning of said Chapter 110D. ARTICLE FIFTH Record Date The Directors may fix in advance a time which shall be not more than sixty days prior to (a) the date of any meeting of stockholders, (b) the date for the payment of any dividend or the making of any distribution to stockholders, or (c) the last day on which the consent or dissent of stockholders may be effectively expressed for any purpose, as the record date for determining the stockholders having the right to notice of and to vote at such meeting and any adjournment thereof, the right to receive such dividend or distribution, or the right to give such consent or dissent. In such case only stockholders of record on such date shall have such right, notwithstanding any transfer of stock on the books of the corporation after the record date. Without fixing such record date the Directors may for any of such purposes close the transfer books for all or any part of such period. ARTICLE SIXTH Stock in Other Corporations Except as the Directors may otherwise designate, the Chief Executive Officer, the President, the Chief Financial Officer, or the Treasurer may waive notice of, and appoint any person or persons to act as proxy or attorney in fact for this corporation (with or without power of substitution) at, any meeting of stockholders or shareholders of any other corporation or organization, the securities of which may be held by this corporation. ARTICLE SEVENTH Inspection of Records Books, accounts, documents and records of the corporation shall be open to inspection by any Director at all times during the usual hours of business. The original, or attested copies, of the Articles of Organization, By-laws and records of all meetings of the incorporators and stockholders, and the stock and transfer records, which shall contain the names of all stockholders and the record address and the amount of stock held by each, shall be kept in Massachusetts at the principal office of the corporation, or at an office of its transfer agent or of the Clerk. Said copies and records need not all be kept in the same office. They shall be available at all reasonable times to the inspection of any stockholder for any proper purpose not to secure a list of stockholders for the purpose of selling said list or copies thereof or of using the same for a purpose other than in the interest of the applicant, as a stockholder, relative to the affairs of the corporation. 10 ARTICLE EIGHTH Checks, Notes, Drafts and Other Instruments Checks, notes, drafts and other instruments for the payment of money or money drawn or endorsed in the name of the corporation may be signed by any officer or officers or person or persons authorized by the Board of Directors to sign the same. No officer or person shall sign any such instrument as aforesaid unless authorized by said Board to do so. ARTICLE NINTH Seal The seal of the corporation shall be circular in form, bearing the inscription - M/A-COM, INC. BOSTON MASS. - ESTABLISHED 1950. The Clerk shall have custody of the seal and may affix it (as may any other officer if authorized by the Directors) to any instrument requiring the corporate seal. ARTICLE TENTH Fiscal Year The fiscal year of the corporation shall be the year ending with the Saturday nearest to the last day of September in each year. ARTICLE ELEVENTH Indemnification of Directors, Officers and Certain Employees and Agents Section 1. In General. Subject to the limitations set forth in this ARTICLE, to the extent permitted by applicable law, the corporation shall indemnify and save harmless each person who at the time of the adoption of this By-law is, or at any time thereafter shall be, (i) a Director or officer of the corporation or any Entity controlled directly or indirectly by the corporation, (ii) a former Director or officer of the corporation or any Entity controlled directly or indirectly by the corporation, (iii) a person who serves or has served at the request of the corporation in any capacity with respect to any employee benefit plan, and (iv) the heirs, executors and administrators of any such person, from and against all costs, expenses and liabilities imposed upon, or reasonably incurred by, him or them in connection with, or resulting from, any claim, action, suit, arbitration, alternate dispute resolution mechanism, investigation, administrative hearing, appeal, or any other proceeding, whether civil, criminal, administrative or investigative (hereinafter, a "Proceeding") to which he or they may be or become subject (including, without limitation, being required to appear as a non-party witness) by reason of such person's at any time (i) being or having been a Director or officer of the corporation, (ii) serving or having served at the request of the corporation in any capacity with respect to any employee benefit plan, or (iii) serving or having served as a Director, officer, employee or other agent of any other corporation or Entity at the request of the corporation, or by reason of any alleged acts or omissions of his (whether alleged to have occurred before or after the adoption of this By-law) in any such capacity, whether or not he continues to 11 serve in such capacity at the time any such costs, expenses and liabilities are imposed or incurred. As used in this ARTICLE, the term "officer" shall include the officers enumerated in Section 1 of ARTICLE THIRD hereof, all Founder Directors of the corporation and, as to any Entity, all persons elected or appointed to serve in any similar capacity or as any financial, accounting, tax or legal officer of such Entity by the stockholders, Directors, partners, trustees or similar members, as the case may be, or any executive officer of such Entity, and the term "Entity" shall mean any corporation, partnership, trust, foundation, association, organization or other legal entity and any group or division comprised of all or part of the corporation and its subsidiaries. Section 2. Costs, Expenses and Liabilities. As used in this ARTICLE, the term "costs, expenses and liabilities" shall be deemed to include, but not to be limited to, judgments, penalties, fines, taxes, court costs, attorneys' fees and retainers, transcript costs, fees of experts, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend or investigating a Proceeding, and amounts paid or payable in any settlement; provided that no payment shall be made pursuant to this ARTICLE for amounts paid or payable in any settlement unless such settlement is authorized, or at any time approved or ratified, by (i) a majority vote of a quorum consisting of disinterested Directors, (ii) a majority vote of a committee of the Board of Directors consisting of all the disinterested Directors, (iii) if there are not two or more disinterested Directors in office, then by a majority of the Directors then in office, provided they have obtained a written opinion by special independent legal counsel appointed by a majority of the Directors to the effect that, based upon a reasonable investigation of the relevant facts as described in such opinion, the person to be indemnified appears to have acted in good faith in the reasonable belief that his action was in the best interests of the corporation or, to the extent that such matter relates to service with respect to an employee benefit plan, in the best interests of the participants or beneficiaries of such employee benefit plan, or (iv) by a court of competent jurisdiction. Notwithstanding the foregoing, no payment shall be made pursuant to this ARTICLE in respect of any claim, issue or matter in any Proceeding as to which the person seeking indemnification shall have been adjudicated to be liable to the corporation, any Entity controlled directly or indirectly by the corporation or any employee benefit plan with respect to which the person seeking indemnification serves or has served in any capacity at the request of the corporation; provided, however, that indemnification against costs, expenses and liabilities payable to parties other than the corporation or any such Entity or employee benefit plan shall nevertheless be paid by the corporation to the extent that the court in which such Proceeding shall have been brought or is pending shall determine. The corporation shall not be required pursuant to this ARTICLE to make any payment of amounts otherwise indemnifiable hereunder if and to the extent that the person seeking indemnification has otherwise actually received such payment, pursuant to an insurance policy, contract, agreement or otherwise. The corporation may require that persons receiving indemnification pursuant to this ARTICLE first deliver an undertaking to the effect that, upon the subsequent receipt of any like payment, pursuant to an insurance policy, contract, agreement or otherwise, the indemnified person shall promptly remit the amount of such payment to the corporation. Section 3. Limitations on Indemnification. No payment shall be made pursuant to this ARTICLE to any person, or to his heirs, executors or 12 administrators, with respect to any matter as to which it shall be finally adjudicated that such person did not act in good faith in the reasonable belief that his action was in the best interests of the corporation, or to the extent that such matter relates to service with respect to an employee benefit plan, in good faith in the reasonable belief that his action was in the best interests of the participants or beneficiaries of such employee benefit plan. If any amounts shall have been advanced pursuant to Section 4 hereof to or for the account of any person with respect to any matter as to which such a final adjudication shall have been made, then such person, and his heirs, executors and administrators, shall be obligated to refund to the corporation all such amounts. Section 4. Payments During the Pendency of a Proceeding. The corporation may pay the expenses incurred by any person claiming to be entitled to indemnification pursuant to this ARTICLE in connection with any Proceeding in advance of the final disposition thereof, upon receipt of an undertaking by such person to repay such payment if he shall be adjudicated to be not entitled to indemnification pursuant to this ARTICLE, which undertaking may be accepted by the corporation without reference to the financial ability of such person to make repayment. Section 5. Interpretation and Application. All questions regarding the interpretation or application of this Article to any person or Proceeding shall be determined by, or in the manner designated by, a vote of a majority of the disinterested Directors of the corporation. The corporation may, to the extent authorized from time to time by a majority of the disinterested Directors of the corporation, grant indemnification to any employee or agent of the corporation or any other person who serves or has served at the request of the corporation as an employee or agent of another Entity to the fullest extent of the provisions of this ARTICLE. With respect to any person or Proceeding, the term "disinterested Directors of the corporation" shall mean all Directors of the corporation, other than such person, who are not parties to, or otherwise personally interested in, such Proceeding. Section 6. Miscellaneous. The rights of indemnification provided in this ARTICLE shall be in addition to any other rights to which any indemnified person or his heirs, executors or administrators may be entitled as a matter of law or otherwise. Nothing hereinbefore in this ARTICLE contained shall in any event or under any circumstances form the basis for any inference, result, conclusion, ruling, or decision more stringent than would be reached or applied in the absence of the foregoing provisions of this ARTICLE. If any term or provision of this ARTICLE, or the application thereof to any person or circumstances, shall to any extent be held invalid or unenforceable, the remainder of this ARTICLE, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision of this ARTICLE shall be held valid and be enforced to the fullest extent permitted by law. To the extent required by law, this ARTICLE shall be subject to amendment or repeal only by action of the stockholders of the corporation. ARTICLE ELEVENTH A Conflict of Interest Section 1. No director or officer of this corporation shall in any event or under any circumstances be under any liability or accountability to this 13 corporation which except for these provisions in this Section 1 might result by reason of or from any dealing, contracting or other transaction (before or after the adoption of this By-law) entered into between this corporation and any one or more enterprises the operations of the business of which are supervised, under written contract or otherwise, by the same person, firm, corporation, trust, association, or other entity, legal or otherwise, which then is supervising the operation of the business of this corporation, or entered into between this corporation and said supervisor (said enterprises, so supervised, and said supervisor being hereinafter in this ARTICLE called "said outside enterprises"), or by reason of or from the fact that such director or officer has been (prior to the adoption of this By-law) or is thereafter at any time a member, director, officer, or stockholder of, or otherwise, directly or indirectly, connected with or interested in said outside enterprises, or any one or more of them, or by reason of or from any action at any time (before or after the adoption of this By-law) taken or omitted by any such director or officer as director or officer of this corporation or on behalf of any one or more of said outside enterprises in relation to matters with respect to which both this corporation and any one or more of said outside enterprises are interested or concerned in common or adversely to each other; and no director or officer of this corporation shall in any event or under any circumstances be under any liability or accountability to this corporation which except for these provisions in this Section 1 might result by reason of or from any failure to disclose or to have disclosed such connection or interest, and no director or officer shall be under any obligation to disclose such connection or interest. Section 2. No director or officer of this corporation shall in any event or under any circumstances be disqualified from dealing, contracting or participating in any transactions (before or after the adoption of this By- law) between this corporation and such director or between this corporation and said outside enterprises or any other enterprises, or any one or more of them, nor shall any vote, decision or action of such director or officer or of the Board of Directors (before or after the adoption of this By-law) with respect to any transaction, in any event or under any circumstances, be questioned or invalidated by reason of any connection or interest of any director or officer with or in such transaction or with or in said outside or other enterprises, or any one or more of them; nor shall any dealing, contract, or other transaction (before or after the adoption of this By-law) entered into between this corporation and said director or officer or said outside or other enterprises, or any one or more of them, in any event or under any circumstances, be affected or invalidated by the fact that any one or more directors or officers of this corporation (whether or not participating in this corporation's action with respect thereto or voting thereon or being present at any meeting at which said action shall be authorized) are or were at any time directors or officers of or in any other way, directly or indirectly, connected with or interested in said outside or other enterprises, or any one or more of them, or with or in said dealing, contract, or other transaction, nor shall any such dealing, contract, or other transaction, in any event or under any circumstances, be affected or invalidated by any failure by any such director or officer to disclose or to have disclosed such connection or interest. Section 3. No dealing, contract, or other transaction of this corporation (entered into before or after the adoption of this By-law) in which a director or officer of this corporation has or had any personal or adverse interest, directly or indirectly, and no conduct (before or after the adoption of this By-law) by a director or officer of this corporation, which except for these provisions in this Section 3 might result in any liability 14 or accountability by such director or officer to this corporation or be void or voidable, shall in any event or under any circumstances result in any such liability or accountability or be void or voidable if such dealing, contract, or other transaction, or such conduct shall have been authorized, or shall be or have been at any time ratified or approved, by an affirmative vote of the holders of record (whether or not such holders of record shall, directly or indirectly, be or have been or include or have included such director or officer, or his personal representatives, and whether or not such director or officer, or his personal representatives, shall be or have been a director or officer of any such holder, or of any direct or indirect stockholder in such holder, or shall be or have been otherwise, directly or indirectly, connected with or interested in any such holder) of not less than such proportion of the voting stock of this corporation as is required to effect action by the stockholders, at any annual or special meeting of the stockholders duly called and warned for the purpose. Section 4. As used in this ARTICLE, the term "officer" shall include the officers enumerated in Section 1 of ARTICLE THIRD hereof and all persons elected or appointed to serve in any similar capacity or as any financial, accounting, tax or legal officer of the corporation by the stockholders or any executive officer of the corporation. Section 5. Nothing hereinbefore in this ARTICLE contained shall in any event or under any circumstances form the basis for any inference, result, conclusion, ruling, or decision more stringent than would be reached or applied in the absence of the foregoing provisions of this ARTICLE. If any term or provision of this ARTICLE, or the application thereof to any person or circumstances, shall to any extent be held invalid or unenforceable, the remainder of this ARTICLE, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision of this ARTICLE shall be held valid and be enforced to the fullest extent permitted by law. ARTICLE TWELFTH Amendments These By-laws may at any time be amended by vote of the stockholders, provided that notice of the substance of the proposed amendment is stated in the notice of the meeting. If authorized by the Articles of Organization, the Directors may also make, amend, or repeal these By-laws in whole or in part by a two-thirds vote of the Directors then in office, except with respect to any provision thereof which by law, the Articles of Organization, or these By- laws requires action by the stockholders. Not later than the time of giving notice of the meeting of stockholders next following the making, amending or repealing by the Directors of any By-law, notice thereof stating the substance of such change shall be given to all stockholders entitled to vote on amending the By-laws. Any By-law adopted by the Directors may be amended or repealed by the stockholders. END OF BY-LAWS EX-10.1 4 Exhibit 10.1 FIRST AMENDMENT AND WAIVER TO REVOLVING CREDIT AGREEMENT First Amendment and Waiver dated as of February 14, 1995, by and among M/A- COM, Inc., a Massachusetts corporation (the "Company"), THE FIRST NATIONAL BANK OF BOSTON, BAYBANK and FLEET BANK OF MASSACHUSETTS, N.A. (collectively, the "Banks" and individually, a "Bank"), and THE FIRST NATIONAL BANK OF BOSTON, as agent for the Banks (the "Agent"). PRELIMINARY STATEMENT. The Company, the Banks and the Agent entered into a Revolving Credit Agreement dated as of March 15, 1994 (as amended or modified from time to time, the "Credit Agreement"). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement. WHEREAS, the Company has informed the Banks that as a result of losses sustained by the Company, there have occurred one or more Events of Default under the Credit Agreement; WHEREAS, the Company has requested and the Banks have agreed to waive certain Events of Default and to amend certain provisions of the Credit Agreement on the terms and subject to the provisions set forth herein; NOW, THEREFORE, the parties hereto agree as follows: Section 1. Amendments to the Credit Agreement. Subject to the satisfaction of the conditions set forth in Section 3 hereof, the parties hereto hereby agree to amend the Credit Agreement as follows: 1.1 Interest on Revolving Credit Loans. Section 2.5(b) of the Credit Agreement is hereby amended by deleting the words "one and one-half percent (1 1/2%)" therefrom and substituting in lieu thereof the words "two percent (2%)". 1.2 Commitment Fee. Section 4 of the Credit Agreement is hereby amended by adding a new Section 4.2A thereto: 4.2A Commitment Fee. The Borrower agrees to pay to the Agent, for the accounts of the Banks in accordance with their applicable Commitment Percentage, a commitment fee (the "Commitment Fee") at the rate of one-half of one percent (1/2%) per annum on the average daily amount during each quarter or portion thereof from December 31, 1994 to the Maturity Date, by which the Total Commitment exceeds the aggregate outstanding amount of the Loans during such quarter. The Commitment Fee shall be payable quarterly in arrears on the last day of each March, June, September and December, commencing March 31, 1995 with the final payment at maturity of the Loans. Section 2 Waiver. Subject to the satisfaction of the conditions set forth in Section 3 below, the Banks hereby waive the covenants of the Company set forth in Section 8.1 (Profitability) and Section 8.4 (Consolidated Operating Cash Flow to Consolidated Total Debt Service) of the Credit Agreement solely with respect to the Company's fiscal quarter ending December 31, 1994. Section 3. Effectiveness of Amendments and Waiver. The amendments and waiver set forth above shall become effective when the Agent shall have received the following from the Company: 2 (i) this Amendment and Waiver duly executed by the Company and each of the Banks; and (ii) an amendment fee in an amount equal to $75,000 payable to the Agent for the pro rata account of the Banks in accordance with their respective Commitment Percentages. Section 4. Representations and Warranties; No Default. The Company hereby warrants to the Banks and the Agent that (i) the representations and warranties made by the Company in the Credit Agreement, as amended hereby, were true and correct in all material respects when made, and continue to be true and correct in all material respects on the date hereof except to the extent that facts upon which such representations and warranties are based may in the ordinary course be changed pursuant to the transactions permitted or contemplated by the Credit Agreement, as amended hereby and except to the extent that such representations and warranties relate expressly to an earlier date, (ii) to the knowledge of the Chief Financial Officer or Treasurer of the Company, upon the effectiveness of this Amendment and Waiver there will exist no Default or Event of Default which would, with either or both the giving of notice or the lapse of time, result in a Default or Event of Default and (ii) the execution and delivery by the Company of this Amendment and Waiver and the Credit Agreement as amended and modified hereby and the performance by the Company of its obligations thereunder and hereunder in accordance with their respective terms, and the borrowings and transactions contemplated hereby and thereby: (a) are within the corporate powers of the Company, have been duly authorized by all necessary corporate action, and do not and will not contravene any provisions of law applicable to the Company; (b) do not require any approval, consent, order, authorization, or license by, or giving notice to, or taking any other action with respect to any governmental or regulatory authority, under any provisions of any laws or any governmental rules, regulations, orders or decrees applicable to and binding upon the Company except such consents as have been obtained, are in force and adequate for their purposes and copies of which have been provided to the Agent; (c) do not require any filing, recording or enrolling of any instrument with any governmental or regulatory authority or any political subdivision thereof except such as have been obtained, are in full force and effect and adequate for their purposes and copies of which have been provided to the Agent and the Banks; (d) do not contravene the terms of the Company's Articles of Organization or by-laws, or any amendment thereof; (e) will not conflict with or result in any breach or contravention of or in the creation of any lien, mortgage, charge, hypothecation, security interest or other encumbrance under any indenture, agreement, lease, instrument or undertaking to which the Company is a party or by which it or any of its properties, assets or rights is or will become bound or affected; and (f) are and will be valid and legally binding obligations of the Company and are and will be enforceable in accordance with their respective terms, except as limited by bankruptcy, insolvency, reorganization, 3 moratorium or similar laws relating to or affecting generally the enforcement of creditors' rights. Section 5. Reference to and Effect on Credit Agreement. (a) On and after the Effective Date, each reference in the Credit Agreement to "this Agreement," "hereunder," "hereof," "herein" or words of like import, shall mean and be a reference to the Credit Agreement as amended and modified hereby. (b) Except as specifically amended and modified hereby, the Credit Agreement shall remain in full force and effect, and is hereby ratified and confirmed. (c) The execution, delivery and effectiveness of this Amendment and Waiver shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Bank under the Credit Agreement. Section 6. Governing Law. This Amendment and Waiver shall be deemed to be a contract under the laws of the Commonwealth of Massachusetts and shall for all purposes be construed in accordance with and governed by the laws of said Commonwealth. Section 7. Miscellaneous. The captions in this Amendment and Waiver are for convenience of reference only and shall not define or limit the provisions hereof. This Amendment and Waiver may be executed in separate counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one instrument. In proving this Amendment and Waiver it shall not be necessary to produce or account for more than one such counterpart. Signed, sealed and delivered, as of the date set forth at the beginning of this Amendment and Waiver by the Company, each of the Banks and the Agent. M/A-COM, INC. THE FIRST NATIONAL BANK OF BOSTON, individually and as Agent By: /s/ Karen L. Edlund By: /s/ Tena C. Lindenauer Title: Vice President & Treasurer Title: Vice President BAYBANK FLEET BANK OF MASSACHUSETTS, N.A. By: /s/ Mark H. Trachy By: /s/ Roger Boucher Title: Senior Vice President Title: Vice President EX-10.2 5 Exhibit 10.2 SECOND AMENDMENT AND WAIVER TO REVOLVING CREDIT AGREEMENT Second Amendment and Waiver dated as of March 23, 1995, by and among M/A-COM, Inc., a Massachusetts corporation (the "Company"), THE FIRST NATIONAL BANK OF BOSTON, BAYBANK and FLEET BANK OF MASSACHUSETTS, N.A. (collectively, the "Banks" and individually, a "Bank"), and THE FIRST NATIONAL BANK OF BOSTON, as agent for the Banks (the "Agent"). PRELIMINARY STATEMENT. The Company, the Banks and the Agent entered into a Revolving Credit Agreement dated as of March 15, 1994 (as amended or modified from time to time, the "Credit Agreement"). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement. WHEREAS, the Company has informed the Banks that as a result of losses sustained by the Company, there have occurred one or more Events of Default under the Credit Agreement; WHEREAS, the Company has requested and the Banks have agreed to waive certain Events of Default and to amend certain provisions of the Credit Agreement on the terms and subject to the provisions set forth herein; NOW, THEREFORE, the parties hereto agree as follows: Section 1. Amendment to the Credit Agreement. Subject to the satisfaction of the conditions set forth in Section 3 hereof, the parties hereto hereby agree to amend the Credit Agreement as follows: 1.1 Merger with AMP. Section 11 of the Credit Agreement is hereby amended by adding the following new Section 11.1(q) thereto: 11.1(q) The Merger Agreement dated March 10, 1995 among the Borrower, AMP Incorporated and AMP Merger Corp. shall have been terminated by any party thereto or the Effective Time referred to in such Merger Agreement shall not have occurred on or before July 31, 1995. Section 2 Waiver. Subject to the satisfaction of the conditions set forth in Section 3 below, the Banks hereby waive the covenants of the Company set forth in Section 8.1 (Profitability) and Section 8.4 (Consolidated Operating Cash Flow to Consolidated Total Debt Service) of the Credit Agreement solely with respect to the Company's fiscal quarter ending March 31, 1995. Section 3. Effectiveness of Amendments and Waiver. The amendments and waiver set forth above shall become effective when the Agent shall have received the following from the Company: (i) this Amendment and Waiver duly executed by the Company and each of the Banks; and (ii) an amendment fee in an amount equal to $25,000 payable to the Agent for the pro rata account of the Banks in accordance with their respective Commitment Percentages. Section 4. Representations and Warranties; No Default. The Company hereby warrants to the Banks and the Agent that (i) the representations and 2 warranties made by the Company in the Credit Agreement, as amended hereby, were true and correct in all material respects when made, and continue to be true and correct in all material respects on the date hereof except to the extent that facts upon which such representations and warranties are based may in the ordinary course be changed pursuant to the transactions permitted or contemplated by the Credit Agreement, as amended hereby and except to the extent that such representations and warranties relate expressly to an earlier date, (ii) to the knowledge of the Chief Financial Officer or Treasurer of the Company, upon the effectiveness of this Amendment and Waiver there will exist no Default or Event of Default which would, with either or both the giving of notice or the lapse of time, result in a Default or Event of Default and (ii) the execution and delivery by the Company of this Amendment and Waiver and the Credit Agreement as amended and modified hereby and the performance by the Company of its obligations thereunder and hereunder in accordance with their respective terms, and the borrowings and transactions contemplated hereby and thereby: (a) are within the corporate powers of the Company, have been duly authorized by all necessary corporate action, and do not and will not contravene any provisions of law applicable to the Company; (b) do not require any approval, consent, order, authorization, or license by, or giving notice to, or taking any other action with respect to any governmental or regulatory authority, under any provisions of any laws or any governmental rules, regulations, orders or decrees applicable to and binding upon the Company except such consents as have been obtained, are in force and adequate for their purposes and copies of which have been provided to the Agent; (c) do not require any filing, recording or enrolling of any instrument with any governmental or regulatory authority or any political subdivision thereof except such as have been obtained, are in full force and effect and adequate for their purposes and copies of which have been provided to the Agent and the Banks; (d) do not contravene the terms of the Company's Articles of Organization or by-laws, or any amendment thereof; (e) will not conflict with or result in any breach or contravention of or in the creation of any lien, mortgage, charge, hypothecation, security interest or other encumbrance under any indenture, agreement, lease, instrument or undertaking to which the Company is a party or by which it or any of its properties, assets or rights is or will become bound or affected; and (f) are and will be valid and legally binding obligations of the Company and are and will be enforceable in accordance with their respective terms, except as limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting generally the enforcement of creditors' rights. Section 5. Reference to and Effect on Credit Agreement. (a) On and after the Effective Date, each reference in the Credit Agreement to "this Agreement," "hereunder," "hereof," "herein" or words of like import, shall mean and be a reference to the Credit Agreement as amended and modified hereby. 3 (b) Except as specifically amended and modified hereby, the Credit Agreement shall remain in full force and effect, and is hereby ratified and confirmed. (c) The execution, delivery and effectiveness of this Amendment and Waiver shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Bank under the Credit Agreement. Section 6. Governing Law. This Amendment and Waiver shall be deemed to be a contract under the laws of the Commonwealth of Massachusetts and shall for all purposes be construed in accordance with and governed by the laws of said Commonwealth. Section 7. Miscellaneous. The captions in this Amendment and Waiver are for convenience of reference only and shall not define or limit the provisions hereof. This Amendment and Waiver may be executed in separate counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one instrument. In proving this Amendment and Waiver it shall not be necessary to produce or account for more than one such counterpart. Signed, sealed and delivered, as of the date set forth at the beginning of this Amendment and Waiver by the Company, each of the Banks and the Agent. M/A-COM, INC. THE FIRST NATIONAL BANK OF BOSTON, individually and as Agent By: /s/ Karen L. Edlund By: /s/ Tena C. Lindenauer Title: Vice President & Treasurer Title: Vice President BAYBANK FLEET BANK OF MASSACHUSETTS, N.A. By: /s/ Stephen C. Buzzell By: /s/ Roger Boucher Title: Vice President Title: Vice President EX-10.3 6 Exhibit 10.3 AMENDMENT TO THE M/A-COM, INC. LONG TERM INCENTIVE PLAN ADOPTED BY THE BOARD OF DIRECTORS ON FEBRUARY 14, 1995 VOTED: That Paragraph 15 of the M/A-COM Long Term Incentive Plan dated October 18, 1989, as heretofore amended, be amended in its entirety to read as follows: "15. Withholding Taxes; Issuance of Stock Certificates. (a) Notwithstanding anything to the contrary hereinabove contained, the Company shall not be required to issue certificates for shares purchased by exercise or conversion of an Award until (i) the full Exercise Price or other consideration due with respect thereto, if any, has been paid, and (ii) the participant or the participant's heirs or legal representatives, as the case may be, provide for payment to (or withholding by) the Company of all amounts required under then applicable provisions of the Code and state and local tax laws to be withheld with respect to such shares. "(b) The participant (or the participant's heirs or legal representatives, as the case may be) may satisfy the foregoing withholding tax requirements in whole or in part with respect to any Restricted Stock Award by electing to have the Company withhold from the shares of Common Stock to be issued pursuant to such Award a number of shares ("Reduced Shares") having a value equal to the amount required to be withheld. The value of the Reduced Shares to be withheld shall be the fair market value of the Common Stock on the date that the amount of tax to be withheld is determined (the "Tax Date"). For purposes of this paragraph, the term "fair market value" shall mean the average of the high and low trading prices for the Common Stock on the applicable Tax Date, as reported in the New York Stock Exchange Composite Transaction Reporting System. If no sale of Common Stock shall have been made on any such Tax Date, fair market value shall be based upon the trading prices for the next preceding day on which there was a sale of Common Stock. An election to use Reduced Shares for withholding must be made prior to the Tax Date, must comply with all applicable securities law and other legal requirements as interpreted by the Committee and may not be made unless approved by the Committee in its discretion. The participant's right, title and interest in such Reduced Shares will terminate as of the Tax Date and certificates evidencing such Reduced Shares shall be null, void and of no effect. Such Reduced Shares shall revert to the Company as treasury stock and shall be available for re-issue as part of future Awards under the Plan. "(c) Participants shall have none of the rights of a stockholder with respect to any Award until certificates for the shares represented thereby have been issued." EX-10.4 7 Exhibit 10.4 M/A-COM, INC. SEVERANCE AGREEMENT AGREEMENT entered into as of the 1st day of February, 1994 by and between M/A-COM, Inc., a Massachusetts Corporation (hereinafter referred to as the "Corporation"), and Charles D. Kissner of 55 Royalston Road, Wellesley, MA 02181 (hereinafter referred to as "Executive"). The parties hereto, each in consideration of the premises and of the joinder of the other herein, hereby agree as follows: 1. This will serve to confirm our agreement (the "Agreement") relative to your employment as a senior executive (the "Executive") of M/A-COM, Inc. (the "Corporation"), employed at will by the Corporation and acting in such capacity as may be designated by the Board of Directors of the Corporation. Your current title and role will be Vice President and General Manager of the Microelectronics Division. 2. All services which Executive shall perform for the Corporation and its subsidiaries shall be deemed to be services covered by this Agreement. 3. If Executive shall be removed from the position of Vice President and General Manager of the Microelectronics Division for cause (as defined below) pursuant to the procedures of Section 51 of c. 156 B of the Massachusetts General Laws, or any successor provision, then effective upon the date of such termination or removal, Executive's Base Salary shall be prorated to the date of such removal or termination. Executive shall be entitled to vested rights under restricted stock, stock options, deferred compensation, and any other Corporate benefit plans to the extent provided in such plans or agreements. For the purpose of this Agreement, "cause" shall mean (i) commission of a material act against the Corporation involving moral turpitude or (ii) gross negligence or material willful misconduct by the Executive in the discharge of his duties hereunder. 4. If a Change of Control (as defined below) shall occur, then, beginning on the effective date of the Change of Control, Executive shall have the option, exercisable by him for a period of one (1) year from the Change of Control upon written notice to the Corporation, to terminate this Agreement, in which event the Corporation shall pay Executive, within fifteen (15) days after the effective date of termination, a sum of money equal to one (1) year's Base Salary at the Executive's then current Base Salary rate. Executive shall be entitled to vested rights under restricted stock, stock options, deferred compensation, and any other corporate benefit plans to the extent provided in such plans or agreements. The required payment shall not be offset by any services income of Executive from other sources, and Executive shall have no duty to mitigate damages. As used in this Agreement, a "Change of Control" shall be deemed to have occurred if (i) the Corporation shall reorganize, merge or consolidate with any corporation and the Corporation shall not be the surviving corporation (as defined below); or (ii) the Corporation shall sell or exchange all or substantially all of its assets (determined without regard to its receivables); or 2 (iii) any individual, entity or group (within the meaning of Section 13 (d) (3) or 14 (d) (2) of the Securities Exchange Act of 1934, as amended) possesses (through acquisition, issuer repurchase or otherwise) beneficial ownership of shares of the Corporation's capital stock conferring upon the holder 40% or more of the power to vote for the election of directors of the Corporation, excluding any such possession by one or more employee benefit plans maintained by the Corporation and its subsidiaries and excluding any such possession arising from the holding of revocable proxies; or (iv) persons who serve as directors of the Corporation on the date hereof (the "Incumbent Directors") shall cease for any reason to constitute at least two-thirds of the Board of Directors of the Corporation; provided that any person who becomes a director of the Corporation after the date hereof shall be deemed to be an Incumbent Director if his or her nomination for election as a director was approved by a majority vote of the Board of Directors then in office, unless such nomination was the result of an actual or threatened election contest of the type contemplated by Regulation 14a-11 promulgated under the Securities Exchange Act of 1934, as amended, or any successor provision. As used herein, the Corporation shall be deemed to be the "surviving corporation" following a reorganization, merger or consolidation if, following such transaction, the persons who were the beneficial owners of the Corporation's voting securities prior to the transaction beneficially own securities having a majority of the aggregate voting power represented by all outstanding securities of the Corporation or other entity resulting from such reorganization, merger or consolidation. 5. If Executive shall be removed from, or shall cease to be elected to, the position of Vice President and General Manager of the Microelectronics Division, with the powers and responsibilities generally pertaining to that position, except for Cause or Change of Control, then beginning on the date on which Executive shall so cease to be Vice President and General Manager of the Microelectronics Division, Executive shall have the option, exercisable by him for a period of three (3) months from such date, upon written notice to the Corporation, to terminate this Agreement, in which event the Corporation shall pay Executive, within fifteen (15) days after the effective date of termination, a sum of money equal to one (1) year's Base Salary at Executive's then current Base Salary rate. Executive shall be entitled to his vested rights under restricted stock, stock options, deferred compensation, and any other corporate benefit plans to the extent provided in such plans or agreements. The required payment shall not be offset by any services income of Executive from other sources, and Executive shall have no duty to mitigate damages. 6. If any invention, discovery, patent, formula, improvement or process is created, conceived, developed or discovered by Executive, either solely or jointly with others during the term hereof, he shall forthwith disclose the same to the Corporation and assign, grant and convey to the Corporation, and does hereby assign, grant and convey to the Corporation, any and all inventions, discoveries, patents, formulae, improvements or processes or his rights thereto. At any time, whether during the term hereof or thereafter, upon request by the Corporation, Executive will execute and deliver to the Corporation an assignment of his entire right, title, and interest in and to and under any and all such inventions, discoveries, patents, formulae, improvements, and processes, and applications for Letters Patent thereon; he will execute and similarly deliver application papers for Letters Patent in any and all countries for any and all such inventions, discoveries, patents, 3 formulae, improvements, and processes as may be required by the Corporation; he will execute and similarly deliver any and all other papers and documents, including assignments, affidavits and oaths of fact within his knowledge and do such other acts as may, in the option of the Corporation, be desirable or necessary more effectually to convey or vest in the Corporation the rights, titles, benefits and privileges intended to be conveyed; he will aid and assist the Corporation, including the giving of testimony and depositions in the prosecution or defense of any interference or litigation involving any of and all said inventions, discoveries, patents, formulae, improvements and processes and applications for Letters Patent and Letters Patent therefor or reissues thereof; provided, however, that the Corporation shall pay any and all expenses incurred by Executive in connection with the services described herein. 7. Executive agrees to devote his full business time and efforts to the performance of his designated duties in furtherance of the Corporation's business. However, Executive may act as a director or trustee of business corporations, foundations or charities and may participate in reasonable amounts of public interest and related work. Executive acknowledges that the Corporation has rights to protect trade secrets and other confidential and proprietary information relating to its products, services, customers, processes and other aspects of its business, whether produced by it or otherwise owned by it, and acknowledges that the Corporation has not waived any of those rights in favor of Executive. 8. Executive further agrees that, during the Protected Period (as defined below), he will not compete, directly or indirectly, with the business of the Corporation. The phrase "compete, directly or indirectly, with the business of the Corporation" as used herein, shall mean engaging or having an interest, directly or indirectly, as owner, employee, partner, through stock ownership (other than less than 5% of the outstanding stock of a publicly-traded corporation), investment of capital, lending of money or property, rendering of services, or otherwise, either alone or in association with others, in the formation, funding or operation of any type of group, business or enterprise ten percent (10%) or more of the revenue of which (in the four most recent fiscal quarters) is derived from the manufacture and/or sale of products similar to those manufactured and sold by the Corporation or its subsidiaries or partnerships in which the Corporation has an interest at the time of the alleged competition or which performs similar functions to those performed by such products, or which are improvements or replacements therefor. The Protected Period shall be the period during which the Executive is employed by the Corporation plus, if the Executive's employment with the Corporation ends for Cause or breach by Executive, one (1) year after the Executive's employment so ends. 9. The parties hereto agree that the services of Executive are of a personal, special, unique and extraordinary character and cannot be replaced by the Corporation, that the violation by Executive of his agreements in Paragraphs 6, 7, and 8 may cause the Corporation irreparable harm which could not reasonably or adequately be compensated in damages in an action at law, and that his agreements in Paragraphs 6, 7, and 8, hereof, shall therefore be enforceable both at law and in equity, by injunction and otherwise. The remedies of the Corporation hereunder, and at law and in equity, shall be cumulative and not alternative, and shall not be exhausted by any one or more uses thereof. 10. Any notice hereunder shall be effective when mailed by REGISTERED or CERTIFIED MAIL, postage and other charges prepaid, in the case of 4 Executive addressed to him at 50 Royalston Road, Wellesley, MA 02181, or such other address as is recorded of record with the Corporation, from time to time, and in the case of the Corporation, addressed to it at 401 Edgewater Place, Suite 560, Wakefield, MA 01880-6210, Attention: President and Chief Executive Officer, or at such other address as either of the parties shall have last designated by notice given in like manner to the other of them. 11. No provisions of this Agreement shall be modified or amended except by an instrument in writing duly executed by the parties hereto, and no custom, act, payment, favor or indulgence shall grant any additional right to Executive or be deemed a waiver by the Corporation of any of Executive's obligations hereunder or release Executive therefrom or impose any additional obligation upon the Corporation, nor shall any assent, express or implied, by the Corporation to, or waiver by the Corporation of, any breach by Executive of any term or provision hereof be deemed to be an assent or waiver by the Corporation to or of any succeeding breach of the same or any other term or provision. Every term and provision of this Agreement shall be deemed to be of the essence hereof and every breach thereof material. This Agreement is personal to and shall not be assignable by Executive, but shall inure to the benefit of the respective parties hereto and their respective heirs, successors, and assigns. 12. If any term or provision of this Agreement or the application thereof to any person or circumstance shall to any extent be invalid or unenforceable, the remainder of this Agreement or the application of such term or provision to persons or circumstances other than those to which it is invalid or unenforceable shall not be affected thereby, and each term and provision of this Agreement shall be valid and be enforced to the fullest extent permitted by law; provided, however, that if the provisions of Paragraphs 6 and 7 shall be held to be unenforceable and if Executive shall not voluntarily abide by said provisions in all respects, then this Agreement shall ipso facto terminate with the same effect as if terminated pursuant to Paragraph 3, hereof. 13. This Agreement shall be construed and enforced in all respects in accordance with the laws of the Commonwealth of Massachusetts, without giving effect to the conflict of laws principles thereof. WITNESS the execution hereof under seal the day and year first above written. M/A-COM, Inc. By: /s/ Allan L. Rayfield Allan L. Rayfield President and Chief Executive Officer By: /s/ Charles D. Kissner Charles D. Kissner EX-10.5 8 Exhibit 10.5 December 20, 1991 Mr. Peter L. Manno 5375 Blackhawk Drive Danville, CA 94506 Dear Pete, This will serve as confirmation that the proper title for the position offered in my letter of December 10, 1991 is Vice President, Sales and Marketing. In this capacity you will be responsible for worldwide sales and distribution, and strategic marketing. If you are terminated for any reason other than cause, the Company shall continue to pay you at the rate of 140% of your monthly base salary and at the same intervals for up to twelve (12) additional months if (a) during that period you are not employed by a third party, and (b) you have used your best efforts to find suitable employment. For the purpose of this agreement, "cause" shall mean (i) commission of a material act against the Corporation involving moral turpitude or (ii) gross negligence or material willful misconduct by you in the discharge of your duties hereunder. If you agree that the foregoing accurately reflects our understandings, please execute one copy of this letter agreement in the space provided and return the copy to the undersigned. Very truly yours, /s/ Robert H. Glaudel Robert H. Glaudel Accepted: /s/ Peter L. Manno Peter L. Manno EX-10.6 9 Exhibit 10.6 AMENDMENT NO. 1 DATED MAY 26, 1993 TO THE DEFERMENT AGREEMENT DATED DECEMBER 18, 1986 AGREEMENT dated May 26, 1993 between M/A-COM, Inc. (hereinafter the "Corporation") and E. James Morton (the "Director"). WHEREAS, the Director is or is about to become a member of the Board of Directors of the Corporation; and WHEREAS, the Corporation has agreed to pay fees to the Director for his service as a director of the Corporation; and WHEREAS, the Director desires to defer the receipt of his fees as set forth in this Agreement; NOW, THEREFORE, the Corporation and the Director agree as follows: 1. ELECTION OF DEFERMENT. The Director may file with the Corporation at any time an election to defer (i) all of the compensation earned as a director for attending directors and committee meetings during any calendar year, and/or (ii) all or any portion of his annual Director's fee, payable with respect to such year, such election to be made in the form of Exhibit 1. Revocation of any such election may be effected by filing with the Corpo ration written notice of revocation in the form of Exhibit 3. The last election filed before January 1 of such year or, for the year in which he first becomes a director of the Corporation, before his first term as director of the Corporation begins, shall determine the percentage of the Director's fees to be deferred for that calendar year (or the balance thereof) and each subsequent calendar year until revoked not later than the close of the calendar year preceding that with respect to which such revocation is to be effective. If the Director shall have filed no election, he shall be deemed to have elected 0% as the percentage to be deferred for all years until he shall have filed an election. 2. THE DIRECTOR'S DEFERMENT ACCOUNT. The Corporation shall maintain a Deferment Account for the Director to which the following credits shall be made: 2.1. Elected Percentage. As of December 31 of each year, the Corporation shall credit to the Director's Deferment Account the portion of his fees for that year which he elected to defer. 2.2. Interest Equivalent. As of the end of each calendar quarter, whether before or after maturity of the Deferment Account, the Corporation shall credit to the Director's Deferment Account an amount equivalent to interest at the Subject Rate (as hereinafter defined) on the balance standing to the credit of the Account at the end of that calendar quarter. 2.3. Subject Rate. The Subject Rate for each calendar quarter shall be the "Prime Lending Rate" of interest charged by the First National Bank of Boston, or its successors or assigns, as of the last day of the preceding calendar quarter. 3. PAYMENTS TO THE DIRECTOR OR HIS BENEFICIARY. The Corporation shall make payments to the Director or his beneficiary as follows and shall make appropriate debits to the Deferment Account to reflect those payments: 2 3.1. Maturity of the Deferment Account. The Deferment Account shall mature on the first of the following events: (a) December 31 of the year in which occurs the Director's 65th birthday; unless the Director shall choose to defer such payments until his Retirement from the Board of Directors, in which case payment shall occur beginning December 31 of such retirement year; (b) December 31 of the year in which the Director dies; (c) The date of the adoption of a vote of the shareholders of the Corporation for (i) the dissolution, liquidation or winding up of the affairs of the Corporation, whether voluntary or involuntary, or (ii) the sale, conveyance or transfer of all or substantially all the Corporation's assets. 3.2. First Payment. Within thirty (30) days after the maturity of the Deferment Account, the Corporation shall pay to the Director an amount equal to twenty-five percent (25%) of the balance then standing to the credit of his Deferment Account. 3.3. Subsequent Payments. During the month of January in each of the first three years following the year in which the first payment was made, the Corporation shall pay to the Director amounts equal to the following percentages of the balance standing to the credit of his Deferment Account on the respective dates of payment: Year Following First Payment Percentage First 33 1/3% Second 50% Third 100% 3.4. Other Payment Provisions in Case of Death. If the Director dies before all payments shall have been made to him, payments shall be made in the manner and at the times provided in Sections 3.2 and 3.3 of this Agreement to his beneficiary designated on the form attached as Exhibit 2, provided, however, that, at the sole discretion of the Corporation's Compensation Committee, such payments may be accelerated and paid in such greater amounts and at such earlier times as the Compensation Committee determines. Upon the death of such beneficiary prior to his receipt of all such payments, the entire unpaid balance thereof shall be paid in a lump sum to the estate of such beneficiary. In default of any designation of a beneficiary by the Director, all amounts remaining unpaid upon his death shall be paid in a lump sum to his estate. 4. NATURE OF CLAIM FOR PAYMENTS. The benefits provided under this Agreement shall be payable from the general assets of the Corporation, and to the extent not so paid, from the assets of a grantor trust established for the benefit of the Director pursuant to a trust agreement substantially in the form attached hereto as Exhibit 4 (the "Grantor Trust"). Upon the occurrence of a Change in Control, a Corporate Transaction or the termination of the Director's membership on the Board of Directors for Good Reason, the Corporation must as soon as possible, and in no event more than thirty (30) days after such occurrence, transfer to the Grantor Trust maintained for the Director assets sufficient (in combination with the assets, if any, then existing in the affected Grantor Trust) to provide the anticipated benefit of the Director hereunder, but at no time shall the Director nor any beneficiary 3 have any right, title, or interest superior to that of a general unsecured creditor of the Corporation, in or to any asset or assets of any Grantor Trust or of the Corporation. The Corporation shall provide to the Compensation Committee copies of the trust agreement under which the Grantor Trust is established and maintained. 5. ADMINISTRATION. 5.1. Plan Administrator. The Corporation's Compensation Committee (the "Committee") will administer payments and claims for payment under this Agreement. 5.2. Procedure. The Committee may take any decision or action in connection with this Agreement by a majority (but not less than two (2)) of its members. Decisions in connection with this agreement may be made and evidenced by a written document signed by a majority of the Committee's members, without a formal meeting of the Committee. 5.3. Cooperation with Trustee. The Committee shall promptly provide to the Trustee of the Grantor Trust described in Section 4 (the "Trustee") and to any accountant, attorney or other professional designated by the Trustee copies of all beneficiary designations, claims for benefits and elections of form of benefits filed with the Corporation pursuant to this Agreement, and such information as to compensation and other information that the Trustee may request in connection with this Agreement. 5.4. Duties. In addition to the powers and duties specified elsewhere in the Plan, the Committee shall: (a) determine whether and when the status of the Director as a member of the Corporation's Board of Directors has been terminated and, to the extent material to a determination of a payment hereunder, the cause of such termination; and (b) decide all questions which may arise from time to time with respect to the rights under this Agreement of the Director and any other persons who claim to be entitled to payment hereunder. Subject to 5.9, the Committee shall have exclusive discretionary authority to construe and interpret this Agreement. 5.5. Indemnification. The Corporation agrees to indemnify and save harmless each member of the Committee and any delegate of the Committee against any and all liability occasioned by or arising out of any action with respect to this agreement taken, suffered or omitted in good faith by him. 5.6. Delegation. The Committee may authorize one or more of its members, or the Secretary of the Compensation Committee to sign on its behalf any instructions or other documents with respect to this Agreement. 5.7. Claims Procedure. The Director and any other person claiming a benefit under this Agreement must complete and file such application forms as the Committee may reasonably require. The Committee will from time to time designate one of its members to review all applications for benefits. The reviewer shall advise the Committee in writing, with a copy to the Trustee, of his determination as to the right of any claimant to a benefit. Unless one or more members of the Committee object to his determination within ten (10) business days after the date of such written advice, the reviewer shall 4 communicate his determination to the claimant (with a copy to the Trustee) in accordance with the next following paragraph of this Section 5.7. In the event of such an objection, the Committee shall determine the rights of the claimant. The reviewer shall notify the claimant in writing of the decision as to the claim within thirty (30) days of the reviewer's receipt of the claimant's application. If special circumstances require any extension of time (not to exceed thirty (30) days) for processing the claim, the claimant will be notified in writing of the extension, before the expiration of the initial thirty (30) day period. Any denial of a claim for benefits will be set forth in writing, delivered or mailed to the claimant, specific reasons for the denial and, if applicable, a description of additional material or information necessary for the claimant to perfect his claim. If the reviewer rejects an application solely because the claimant failed to furnish certain necessary material or information, the notice shall explain what additional material is needed and why, and advise the claimant that he may refile a proper application under this claims procedure. 5.8. Appeal and Review Procedure. A claimant may appeal the denial of a claim pursuant to Section 5.7 by submitting to the Committee a written request for review of the denial, with a copy to the Trustee, within thirty (30) days after he receives written notice of denial (or, if he has received no such written notice of denial within the time prescribed in Section 5.7, within forty-five (45) days after the submission of his application forms to the Committee). A claimant may also submit a written statement of issues and comments concerning his claim, and may request an opportunity to review this Agreement and any other pertinent documents, which the Committee shall make available to him at a convenient location during regular business hours within thirty (30) days after its receipt of the request. The Committee will set forth its final decision in writing citing specific reasons for the decision, and will transmit its written decision to the claimant (with a copy to the Trustee) by Certified Mail within thirty (30) days after its receipt of the claimant's request for review. 5.9. Claims in Special Circumstances. Notwithstanding the fore-going sections of this Section 5, upon the occurrence of a Change in Control or a Corporate Transaction, the Trustee shall succeed to the duties and authority of the Committee pursuant to Section 5.7 and 5.8, and in the event of the termination of the Director's membership on the Board of Directors for Good Reason, the Trustee shall succeed to the duties and authority of the Committee pursuant to Sections 5.7 and 5.8 as to claims for benefits. To the extent necessary to implement its succession to the duties and authority of the Committee pursuant to Sections 5.7 and 5.8, the Trustee shall also succeed to the authority of the Committee pursuant to the final sentence of Section 5.4. 5.10. Definitions. "Cause" means any of the following: (a) the willful and continued failure (other than by reason of incapacity due to physical or mental illness) of the Director to perform satisfactorily the duties consistent with his title and position reasonably required of him by the Board after a written demand for substantial performance is delivered to the Director by the Board, which demand specifically identifies the manner in which the Board believes the Director has not satisfactorily performed his duties; (b) the commission by the Director of a felony, or the perpetration by the Director of a dishonest act or common law fraud against the Corporation or any of its subsidiaries; or (c) any other willful act or 5 omission which is injurious to the financial condition or business reputation of the Corporation or any of its subsidiaries; provided, however, that no act or failure to act shall be deemed "willful" unless done, or omitted to be done, not in good faith and without reasonable belief that the act or omission was in the best interest of the Corporation. "Change in Control" means any occasion upon which an individual, corporation or other entity (hereinafter, a "Person") becomes the beneficial owner of twenty percent (20%) or more of the outstanding shares of common stock of the Corporation, other than a merger in which either (a) the Corporation is the continuing corporation and none of its outstanding common stock is reclassified, or (b) the Corporation is not the continuing corporation or its outstanding common stock is reclassified, but the merger or reclassification has been approved by affirmative votes of the requisite number of holders of securities of the Corporation present or represented and entitled to vote at a meeting duly held to vote on the merger in accordance with the applicable corporate law of the Commonwealth of Massachusetts and the by-laws of the Corporation. A person shall be deemed to be the beneficial owner of shares of common stock which are beneficially owned, directly or indirectly , by any other Person (a) with which it or its "affiliate" or "associate" (as hereinafter defined) has any agreement, arrangement or understanding for the purposes of acquiring, holding, voting or disposing of stock, or (b) which is its "affiliate" or "associate." A Person is an "affiliate" of another Person if the former directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, the latter; and a Person is an "associate" of (x) any corporation or organization (other than the Corporation or any of its subsidiaries) of which such person is an officer or partner or is, directly or indirectly, the beneficial owner of ten percent (10%) or more of any class of equity securities, (y) any trust or estate in which such person has a substantial beneficial interest or as to which such person serves as trustee or in a similar fiduciary capacity, and (z) any relative or spouse of such person, or any relative of such spouse, who has the same home as such person or who is a director of the Corporation or any of its subsidiaries. "Corporate Transaction" means a transaction (including, without limitation, a merger, consolidation, sale of substantially all of the Corporation's assets, liquidation or recapitalization of the Corporation's common stock) in which the common stock of the Corporation is changed into or exchanged for securities of another corporation, or interests in a non- corporate entity, or other property, unless effective as of the date of the transaction, the entity that carries on the business of the Corporation after the transaction assumes the obligations of the Corporation under this Agreement, or adopts an agreement substantially similar to this Agreement and providing benefits substantially similar to the benefits provided under this Agreement immediately before the transaction. "Good Reason" means any of the following, in the absence of Cause: (a) failure of the Corporation to nominate the Director for election to the Board of Directors, (b) removal of the Director from the position described in clause (a); or (c) substantially reducing the Director's annual fees from their levels when he entered into Amendment No. 1 to this Agreement, or any level established thereafter with the Director's agreement. 6. RIGHTS NON-ASSIGNABLE. Neither the Director nor any beneficiary shall have any right to assign or otherwise alienate the right to receive payments 6 hereunder, in whole or in part, which payments are expressly agreed to be non- assignable and non-transferable, whether voluntarily or involuntarily. 7. REPORTS TO PARTICIPATING DIRECTORS. Within thirty (30) days following the close of each calendar year prior to full payment to a Director or his beneficiary of the balance standing to the credit of his Deferment Account, the Corporation shall furnish to such Director or beneficiary, as the case may be, a statement of account reflecting all transactions in such Director's Deferment Account during the preceding calendar year, including the balance in such Account as of the close of the year. 8. SUCCESSORS. This Agreement shall be binding upon and shall inure to the benefit of the Corporation, its successors and assigns, the Director and his personal representatives. 9. GOVERNING LAW. This Agreement shall be construed in accordance with and governed by the Laws of the Commonwealth of Massachusetts. Signed and sealed on the date first written above. /s/ E. James Morton E. James Morton, Director Church Court, 492 Beacon Street, Unit #55 Boston, Massachusetts, 02115 M/A-COM, Inc. By: /s/ Robert H. Glaudel Robert H. Glaudel Senior Vice President Human Resources 7 Exhibit 1 ELECTION OF DEFERMENT May 26, 1993 M/A-COM, Inc. 401 Edgewater Place, Suite 560 Wakefield, MA 01880-6210 Gentlemen: In accordance with the provisions of the Deferment Agreement dated May 26, 1993 between M/A-COM, Inc. and the undersigned, I hereby elect to defer 100% of the annual Director's fees, 100% of the compensation payable to me for attending directors and committee meetings during calendar year 1993. I understand that this election is irrevocable as to that calendar year and as to each succeeding calendar year until revoked in writing or superseded by a new election, in either case filed not later than the last day of the calendar year preceding that with respect to which said revocation or new election is to be effective. Very truly yours, /s/ E. James Morton E. James Morton, Director Receipt of this election is hereby acknowledged this 26th day of May 1993. M/A-COM, Inc. /s/ Robert H. Glaudel Senior Vice President Human Resources 8 Exhibit 2 DESIGNATION OF BENEFICIARY May 26, 1993 M/A-COM, Inc. 401 Edgewater Place, Suite 560 Wakefield, MA 01880-6210 Gentlemen: In accordance with the provisions of the Deferment Agreement dated May 26, 1993 between M/A-COM, Inc. and the undersigned, I hereby designate Matthild C. Schneider* as my beneficiary to receive payments thereunder in the event of my death before payments in full thereunder have been made. In the event said beneficiary predeceases me, I hereby designate of * as beneficiary in his stead. Very truly yours, /s/ E. James Morton E. James Morton, Director * If more than one beneficiary is to be designated, add a page listing the beneficiaries and specify the percentage of each payment to be received by each beneficiary. 9 Exhibit 3 REVOCATION OF ELECTION Date M/A-COM, Inc. 402 Edgewater Place, Suite 560 Wakefield, MA 01880-6210 Gentlemen: In accordance with the provisions of paragraph 1 of the Deferment Agreement dated between M/A-COM, Inc. and the undersigned, I hereby revoke my previous election to defer my annual Director's fee and compensation payable to me for attending directors and committee meetings, effective January 1, 19 . Very truly yours, Director Receipt of this revocation is hereby acknowledged this day of , 19 . M/A-COM, Inc. Title EX-10.7 10 Exhibit 10.7 DEFERMENT AGREEMENT AGREEMENT dated December 31, 1993 between M/A-COM, Inc. (hereinafter the "Corporation") and Paul E. Tsongas (the "Director"). WHEREAS, the Director is or is about to become a member of the Board of Directors of the Corporation; and WHEREAS, the Corporation has agreed to pay fees to the Director for his service as a director of the Corporation; and WHEREAS, the Director desires to defer the receipt of his fees as set forth in this Agreement; NOW, THEREFORE, the Corporation and the Director agree as follows: 1. ELECTION OF DEFERMENT. The Director may file with the Corporation at any time an election to defer (i) all of the compensation earned as a director for attending directors and committee meetings during any calendar year, and/or (ii) all or any portion of his annual Director's fee, payable with respect to such year, such election to be made in the form of Exhibit 1. Revocation of any such election may be effected by filing with the Corpo ration written notice of revocation in the form of Exhibit 3. The last election filed before January 1 of such year or, for the year in which he first becomes a director of the Corporation, before his first term as director of the Corporation begins, shall determine the percentage of the Director's fees to be deferred for that calendar year (or the balance thereof) and each subsequent calendar year until revoked not later than the close of the calendar year preceding that with respect to which such revocation is to be effective. If the Director shall have filed no election, he shall be deemed to have elected 0% as the percentage to be deferred for all years until he shall have filed an election. 2. THE DIRECTOR'S DEFERMENT ACCOUNT. The Corporation shall maintain a Deferment Account for the Director to which the following credits shall be made: 2.1. Elected Percentage. As of December 31 of each year, the Corporation shall credit to the Director's Deferment Account the portion of his fees for that year which he elected to defer. 2.2. Interest Equivalent. As of the end of each calendar quarter, whether before or after maturity of the Deferment Account, the Corporation shall credit to the Director's Deferment Account an amount equivalent to interest at the Subject Rate (as hereinafter defined) on the balance standing to the credit of the Account at the end of that calendar quarter. 2.3. Subject Rate. The Subject Rate for each calendar quarter shall be the "Prime Lending Rate" of interest charged by the First National Bank of Boston, or its successors or assigns, as of the last day of the preceding calendar quarter. 3. PAYMENTS TO THE DIRECTOR OR HIS BENEFICIARY. The Corporation shall make payments to the Director or his beneficiary as follows and shall make appropriate debits to the Deferment Account to reflect those payments: 2 3.1. Maturity of the Deferment Account. The Deferment Account shall mature on the first of the following events: (a) December 31 of the year in which occurs the Director's 65th birthday; unless the Director shall choose to defer such payments until his Retirement from the Board of Directors, in which case payment shall occur beginning December 31 of such retirement year; (b) December 31 of the year in which the Director dies; (c) The date of the adoption of a vote of the shareholders of the Corporation for (i) the dissolution, liquidation or winding up of the affairs of the Corporation, whether voluntary or involuntary, or (ii) the sale, conveyance or transfer of all or substantially all the Corporation's assets. 3.2. First Payment. Within thirty (30) days after the maturity of the Deferment Account, the Corporation shall pay to the Director an amount equal to twenty-five percent (25%) of the balance then standing to the credit of his Deferment Account. 3.3. Subsequent Payments. During the month of January in each of the first three years following the year in which the first payment was made, the Corporation shall pay to the Director amounts equal to the following percentages of the balance standing to the credit of his Deferment Account on the respective dates of payment: Year Following First Payment Percentage First 33 1/3% Second 50% Third 100% 3.4. Other Payment Provisions in Case of Death. If the Director dies before all payments shall have been made to him, payments shall be made in the manner and at the times provided in Sections 3.2 and 3.3 of this Agreement to his beneficiary designated on the form attached as Exhibit 2, provided, however, that, at the sole discretion of the Corporation's Compensation Committee, such payments may be accelerated and paid in such greater amounts and at such earlier times as the Compensation Committee determines. Upon the death of such beneficiary prior to his receipt of all such payments, the entire unpaid balance thereof shall be paid in a lump sum to the estate of such beneficiary. In default of any designation of a beneficiary by the Director, all amounts remaining unpaid upon his death shall be paid in a lump sum to his estate. 4. NATURE OF CLAIM FOR PAYMENTS. The benefits provided under this Agreement shall be payable from the general assets of the Corporation, and to the extent not so paid, from the assets of a grantor trust established for the benefit of the Director pursuant to a trust agreement substantially in the form attached hereto as Exhibit 4 (the "Grantor Trust"). Upon the occurrence of a Change in Control, a Corporate Transaction or the termination of the Director's membership on the Board of Directors for Good Reason, the Corporation must as soon as possible, and in no event more than thirty (30) days after such occurrence, transfer to the Grantor Trust maintained for the Director assets sufficient (in combination with the assets, if any, then existing in the affected Grantor Trust) to provide the anticipated benefit of the Director hereunder, but at no time shall the Director nor any beneficiary 3 have any right, title, or interest superior to that of a general unsecured creditor of the Corporation, in or to any asset or assets of any Grantor Trust or of the Corporation. The Corporation shall provide to the Compensation Committee copies of the trust agreement under which the Grantor Trust is established and maintained. 5. ADMINISTRATION. 5.1. Plan Administrator. The Corporation's Compensation Committee (the "Committee") will administer payments and claims for payment under this Agreement. 5.2. Procedure. The Committee may take any decision or action in connection with this Agreement by a majority (but not less than two (2)) of its members. Decisions in connection with this agreement may be made and evidenced by a written document signed by a majority of the Committee's members, without a formal meeting of the Committee. 5.3. Cooperation with Trustee. The Committee shall promptly provide to the Trustee of the Grantor Trust described in Section 4 (the "Trustee") and to any accountant, attorney or other professional designated by the Trustee copies of all beneficiary designations, claims for benefits and elections of form of benefits filed with the Corporation pursuant to this Agreement, and such information as to compensation and other information that the Trustee may request in connection with this Agreement. 5.4. Duties. In addition to the powers and duties specified elsewhere in the Plan, the Committee shall: (a) determine whether and when the status of the Director as a member of the Corporation's Board of Directors has been terminated and, to the extent material to a determination of a payment hereunder, the cause of such termination; and (b) decide all questions which may arise from time to time with respect to the rights under this Agreement of the Director and any other persons who claim to be entitled to payment hereunder. Subject to 5.9, the Committee shall have exclusive discretionary authority to construe and interpret this Agreement. 5.5. Indemnification. The Corporation agrees to indemnify and save harmless each member of the Committee and any delegate of the Committee against any and all liability occasioned by or arising out of any action with respect to this agreement taken, suffered or omitted in good faith by him. 5.6. Delegation. The Committee may authorize one or more of its members, or the Secretary of the Compensation Committee to sign on its behalf any instructions or other documents with respect to this Agreement. 5.7. Claims Procedure. The Director and any other person claiming a benefit under this Agreement must complete and file such application forms as the Committee may reasonably require. The Committee will from time to time designate one of its members to review all applications for benefits. The reviewer shall advise the Committee in writing, with a copy to the Trustee, of his determination as to the right of any claimant to a benefit. Unless one or more members of the Committee object to his determination within ten (10) business days after the date of such written advice, the reviewer shall 4 communicate his determination to the claimant (with a copy to the Trustee) in accordance with the next following paragraph of this Section 5.7. In the event of such an objection, the Committee shall determine the rights of the claimant. The reviewer shall notify the claimant in writing of the decision as to the claim within thirty (30) days of the reviewer's receipt of the claimant's application. If special circumstances require any extension of time (not to exceed thirty (30) days) for processing the claim, the claimant will be notified in writing of the extension, before the expiration of the initial thirty (30) day period. Any denial of a claim for benefits will be set forth in writing, delivered or mailed to the claimant, specific reasons for the denial and, if applicable, a description of additional material or information necessary for the claimant to perfect his claim. If the reviewer rejects an application solely because the claimant failed to furnish certain necessary material or information, the notice shall explain what additional material is needed and why, and advise the claimant that he may refile a proper application under this claims procedure. 5.8. Appeal and Review Procedure. A claimant may appeal the denial of a claim pursuant to Section 5.7 by submitting to the Committee a written request for review of the denial, with a copy to the Trustee, within thirty (30) days after he receives written notice of denial (or, if he has received no such written notice of denial within the time prescribed in Section 5.7, within forty-five (45) days after the submission of his application forms to the Committee). A claimant may also submit a written statement of issues and comments concerning his claim, and may request an opportunity to review this Agreement and any other pertinent documents, which the Committee shall make available to him at a convenient location during regular business hours within thirty (30) days after its receipt of the request. The Committee will set forth its final decision in writing citing specific reasons for the decision, and will transmit its written decision to the claimant (with a copy to the Trustee) by Certified Mail within thirty (30) days after its receipt of the claimant's request for review. 5.9. Claims in Special Circumstances. Notwithstanding the fore-going sections of this Section 5, upon the occurrence of a Change in Control or a Corporate Transaction, the Trustee shall succeed to the duties and authority of the Committee pursuant to Section 5.7 and 5.8, and in the event of the termination of the Director's membership on the Board of Directors for Good Reason, the Trustee shall succeed to the duties and authority of the Committee pursuant to Sections 5.7 and 5.8 as to claims for benefits. To the extent necessary to implement its succession to the duties and authority of the Committee pursuant to Sections 5.7 and 5.8, the Trustee shall also succeed to the authority of the Committee pursuant to the final sentence of Section 5.4. 5.10. Definitions. "Cause" means any of the following: (a) the willful and continued failure (other than by reason of incapacity due to physical or mental illness) of the Director to perform satisfactorily the duties consistent with his title and position reasonably required of him by the Board after a written demand for substantial performance is delivered to the Director by the Board, which demand specifically identifies the manner in which the Board believes the Director has not satisfactorily performed his duties; (b) the commission by the Director of a felony, or the perpetration by the Director of a dishonest act or common law fraud against the Corporation or any of its subsidiaries; or (c) any other willful act or 5 omission which is injurious to the financial condition or business reputation of the Corporation or any of its subsidiaries; provided, however, that no act or failure to act shall be deemed "willful" unless done, or omitted to be done, not in good faith and without reasonable belief that the act or omission was in the best interest of the Corporation. "Change in Control" means any occasion upon which an individual, corporation or other entity (hereinafter, a "Person") becomes the beneficial owner of twenty percent (20%) or more of the outstanding shares of common stock of the Corporation, other than a merger in which either (a) the Corporation is the continuing corporation and none of its outstanding common stock is reclassified, or (b) the Corporation is not the continuing corporation or its outstanding common stock is reclassified, but the merger or reclassification has been approved by affirmative votes of the requisite number of holders of securities of the Corporation present or represented and entitled to vote at a meeting duly held to vote on the merger in accordance with the applicable corporate law of the Commonwealth of Massachusetts and the by-laws of the Corporation. A person shall be deemed to be the beneficial owner of shares of common stock which are beneficially owned, directly or indirectly , by any other Person (a) with which it or its "affiliate" or "associate" (as hereinafter defined) has any agreement, arrangement or understanding for the purposes of acquiring, holding, voting or disposing of stock, or (b) which is its "affiliate" or "associate." A Person is an "affiliate" of another Person if the former directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, the latter; and a Person is an "associate" of (x) any corporation or organization (other than the Corporation or any of its subsidiaries) of which such person is an officer or partner or is, directly or indirectly, the beneficial owner of ten percent (10%) or more of any class of equity securities, (y) any trust or estate in which such person has a substantial beneficial interest or as to which such person serves as trustee or in a similar fiduciary capacity, and (z) any relative or spouse of such person, or any relative of such spouse, who has the same home as such person or who is a director of the Corporation or any of its subsidiaries. "Corporate Transaction" means a transaction (including, without limitation, a merger, consolidation, sale of substantially all of the Corporation's assets, liquidation or recapitalization of the Corporation's common stock) in which the common stock of the Corporation is changed into or exchanged for securities of another corporation, or interests in a non- corporate entity, or other property, unless effective as of the date of the transaction, the entity that carries on the business of the Corporation after the transaction assumes the obligations of the Corporation under this Agreement, or adopts an agreement substantially similar to this Agreement and providing benefits substantially similar to the benefits provided under this Agreement immediately before the transaction. "Good Reason" means any of the following, in the absence of Cause: (a) failure of the Corporation to nominate the Director for election to the Board of Directors, (b) removal of the Director from the position described in clause (a); or (c) substantially reducing the Director's annual fees from their levels when he entered into Amendment No. 1 to this Agreement, or any level established thereafter with the Director's agreement. 6. RIGHTS NON-ASSIGNABLE. Neither the Director nor any beneficiary shall have any right to assign or otherwise alienate the right to receive payments 6 hereunder, in whole or in part, which payments are expressly agreed to be non- assignable and non-transferable, whether voluntarily or involuntarily. 7. REPORTS TO PARTICIPATING DIRECTORS. Within thirty (30) days following the close of each calendar year prior to full payment to a Director or his beneficiary of the balance standing to the credit of his Deferment Account, the Corporation shall furnish to such Director or beneficiary, as the case may be, a statement of account reflecting all transactions in such Director's Deferment Account during the preceding calendar year, including the balance in such Account as of the close of the year. 8. SUCCESSORS. This Agreement shall be binding upon and shall inure to the benefit of the Corporation, its successors and assigns, the Director and his personal representatives. 9. GOVERNING LAW. This Agreement shall be construed in accordance with and governed by the Laws of the Commonwealth of Massachusetts. Signed and sealed on the date first written above. /s/ Paul E. Tsongas Paul E. Tsongas, Director 80 Mansur Street Lowell, Massachusetts, 01852 M/A-COM, Inc. By: /s/ Robert H. Glaudel Robert H. Glaudel Senior Vice President Human Resources 7 Exhibit 1 ELECTION OF DEFERMENT December 31, 1993 M/A-COM, Inc. 401 Edgewater Place, Suite 560 Wakefield, MA 01880-6210 Gentlemen: In accordance with the provisions of the Deferment Agreement dated December 31, 1993 between M/A-COM, Inc. and the undersigned, I hereby elect to defer 100% of the annual Director's fees, 100% of the compensation payable to me for attending directors and committee meetings during calendar year 1994. I understand that this election is irrevocable as to that calendar year and as to each succeeding calendar year until revoked in writing or superseded by a new election, in either case filed not later than the last day of the calendar year preceding that with respect to which said revocation or new election is to be effective. Very truly yours, /s/ Paul E. Tsongas Paul E. Tsongas, Director Receipt of this election is hereby acknowledged this 31st day of December, 1993. M/A-COM, Inc. /s/ Robert H. Glaudel Senior Vice President Human Resources 8 Exhibit 2 DESIGNATION OF BENEFICIARY December 31, 1993 M/A-COM, Inc. 401 Edgewater Place, Suite 560 Wakefield, MA 01880-6210 Gentlemen: In accordance with the provisions of the Deferment Agreement dated December 31, 1993 between M/A-COM, Inc. and the undersigned, I hereby designate Nicola Tsongas* as my beneficiary to receive payments thereunder in the event of my death before payments in full thereunder have been made. In the event said beneficiary predeceases me, I hereby designate of * as beneficiary in his stead. Very truly yours, /s/ Paul E. Tsongas Paul E. Tsongas, Director * If more than one beneficiary is to be designated, add a page listing the beneficiaries and specify the percentage of each payment to be received by each beneficiary. 9 Exhibit 3 REVOCATION OF ELECTION Date M/A-COM, Inc. 402 Edgewater Place, Suite 560 Wakefield, MA 01880-6210 Gentlemen: In accordance with the provisions of paragraph 1 of the Deferment Agreement dated between M/A-COM, Inc. and the undersigned, I hereby revoke my previous election to defer my annual Director's fee and compensation payable to me for attending directors and committee meetings, effective January 1, 19 . Very truly yours, Director Receipt of this revocation is hereby acknowledged this day of , 19 . M/A-COM, Inc. Title EX-27 11
5 1,000 3-MOS 6-MOS SEP-30-1995 SEP-30-1995 APR-01-1995 APR-01-1995 7,061 7,061 0 0 72,613 72,613 3,215 3,215 63,233 63,233 153,521 153,521 270,152 270,152 169,702 169,702 306,111 306,111 95,823 95,823 67,217 67,217 44,006 44,006 0 0 0 0 75,968 75,968 306,111 306,111 92,969 174,578 92,969 174,578 62,141 121,371 62,141 121,371 27,728 52,560 0 0 2,307 4,563 988 (3,577) 477 977 511 (4,554) 0 0 0 0 0 0 511 (4,554) .02 (.17) .02 (.17)
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