10-Q/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

AMENDMENT NO. 1

QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For Quarter Ended
December 31, 2002 Commission File No. 0-23866

VARI-L COMPANY, INC.

(Exact name of Registrant as specified in its charter.)

Colorado	06-0679347
(State of Incorporation)	(I.R.S. Employer identification No.)

4895 Peoria Street
Denver, Colorado 80239

(Address of principal executive offices)

(303) 371-1560

(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 [   ]

     Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

Yes [   ] No [X]

     The number of shares outstanding of each of the issuer’s classes of common stock, as of February 12, 2003:

Class of Securities	Outstanding Securities
$0.01 par value Common shares	7,252,093 shares

TABLE OF CONTENTS

Part II — Other Information
	Item 6. Exhibits and Reports on Form 8-K
SIGNATURES
INDEX TO EXHIBITS
CERTIFICATIONS
EX-10.3 Letter Agreement with Charles R Bland
EX-10.4 Letter Agreement with Richard P Dutkiewicz
EX-10.5 Letter Agreement with Larry R Romero
EX-10.6 Letter Agreement with Timothy Schamberger
EX-10.7 Letter Agreement with Daniel J Wilmot

EXPLANATORY NOTE

Vari-L Company, Inc. hereby amends Part II, Item 6 of its Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2002 to include certain exhibits that were inadvertently omitted from the previous filing.

Part II – Other Information

Item 6. Exhibits and Reports on Form 8-K

(a)  Exhibits

2.1	Asset Purchase Agreement dated as of December 2, 2002, by and among Sirenza Microdevices, Inc., Olin Acquisition Corporation and Vari-L Company, Inc. filed as Exhibit 2.1 to the Form 8-K dated December 6, 2002 and incorporated herein by reference.
10.1	Stipulation of Settlement dated January 22, 2003 between Vari-L Company, Inc., Derek L. Bailey, Joseph H. Kiser, David G. Sherman, Jon L. Clark and the plaintiffs in Civil No. 00-S-1198 between plaintiffs Michael Rasner, et al., on behalf of themselves and other similarily situated and defendants Vari-L Company, Inc., Derek L. Bailey, Joseph H. Kiser, David G. Sherman and Jon L. Clark in the United State District Court, District of Colorado, by and through their respective attorneys, for settlement of litigation against Vari-L Company, Inc. filed as Exhibit 10.1 to the Form 10-Q dated February 12, 2002 and incorporated herein by reference.
10.2	Form of Stockholder Support Agreement, dated as of December 2, 2002, among Olin Acquisition Corporation, Vari-L Company, Inc and each of Charles R. Bland, Sarah L. Booher, Robert C. Dixon, David A. Lisowski, Anthony B. Petrelli, David M. Risley, Gil Van Lunsen, Richard P. Dutkiewicz, Janice E. Hyland, Matthew Pope, Larry M. Romero, Tim Schamberger and Daniel J. Wilmot filed as Exhibit 2.2 to the Form 8-K dated December 6, 2002 and incorporated herein by reference.
10.3	Letter agreement, dated December 2, 2002 by and among Vari-L Company, Inc. and Charles R. Bland.
10.4	Letter agreement, dated December 2, 2002 by and among Vari-L Company, Inc. and Richard P. Dutkiewicz.
10.5	Letter agreement, dated December 2, 2002 by and among Vari-L Company, Inc. and Larry R. Romero.
10.6	Letter agreement, dated December 2, 2002 by and among Vari-L Company, Inc. and Timothy G. Schamberger.
10.7	Letter agreement, dated December 2, 2002 by and among Vari-L Company, Inc. and Daniel J. Wilmot.

(b)  Reports on Form 8-K

     A report on Form 8-K dated October 1, 2002 under Item 5 and 7 was filed with the Commission on October 2, 2002 and a report on Form 8-K dated December 6, 2002 under Item 5 and 7 was filed with the Commission on December 6, 2002.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

			VARI-L COMPANY, INC
Date:	February 24, 2003	By:	/s/ Charles R. Bland
			Charles R. Bland President and Chief Executive Officer
Date:	February 24, 2003	By:	/s/ Richard P. Dutkiewicz
			Richard P. Dutkiewicz Vice President of Finance and Chief Financial Officer

INDEX TO EXHIBITS

EXHIBIT
NO.	DESCRIPTION
2.1	Asset Purchase Agreement dated as of December 2, 2002, by and among Sirenza Microdevices, Inc., Olin Acquisition Corporation and Vari-L Company, Inc. filed as Exhibit 2.1 to the Form 8-K dated December 6, 2002 and incorporated herein by reference.
10.1	Stipulation of Settlement dated January 22, 2003 between Vari-L Company, Inc., Derek L. Bailey, Joseph H. Kiser, David G. Sherman, Jon L. Clark and the plaintiffs in Civil No. 00-S-1198 between plaintiffs Michael Rasner, et al., on behalf of themselves and other similarily situated and defendants Vari-L Company, Inc., Derek L. Bailey, Joseph H. Kiser, David G. Sherman and Jon L. Clark in the United State District Court, District of Colorado, by and through their respective attorneys, for settlement of litigation against Vari-L Company, Inc. filed as Exhibit 10.1 to the Form 10-Q dated February 12, 2002 and incorporated herein by reference.
10.2	Form of Stockholder Support Agreement, dated as of December 2, 2002, among Olin Acquisition Corporation, Vari-L Company, Inc and each of Charles R. Bland, Sarah L. Booher, Robert C. Dixon, David A. Lisowski, Anthony B. Petrelli, David M. Risley, Gil Van Lunsen, Richard P. Dutkiewicz, Janice E. Hyland, Matthew Pope, Larry M. Romero, Tim Schamberger and Daniel J. Wilmot filed as Exhibit 2.2 to the Form 8-K dated December 6, 2002 and incorporated herein by reference.
10.3	Letter agreement, dated December 2, 2002 by and among Vari-L Company, Inc. and Charles R. Bland.
10.4	Letter agreement, dated December 2, 2002 by and among Vari-L Company, Inc. and Richard P. Dutkiewicz.
10.5	Letter agreement, dated December 2, 2002 by and among Vari-L Company, Inc. and Larry R. Romero.
10.6	Letter agreement, dated December 2, 2002 by and among Vari-L Company, Inc. and Timothy G. Schamberger.
10.7	Letter agreement, dated December 2, 2002 by and among Vari-L Company, Inc. and Daniel J. Wilmot.

CERTIFICATIONS

I, Charles R. Bland, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Vari-L Company, Inc.;
2.	Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3.	Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4.	The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a.	designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
b.	evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and
c.	presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s Board of Directors (or persons performing the equivalent function):

a.	all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and
b.	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

6. The registrant’s other certifying officers and I have indicated in this quarterly report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: February 24, 2003
	/s/ CHARLES R. BLAND
	Charles R. Bland, President and Chief Executive Officer

CERTIFICATIONS

I, Richard P. Dutkiewicz, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Vari-L Company, Inc.;
2.	Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3.	Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4.	The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a.	designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
b.	evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and
c.	presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s Board of Directors (or persons performing the equivalent function):

d.	all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and
e.	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

6. The registrant’s other certifying officers and I have indicated in this quarterly report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: February 24, 2003
	/s/ RICHARD P. DUTKIEWICZ
	Richard P. Dutkiewicz, Vice President of Finance and Chief Financial Officer

EX-10.3 3 d03546exv10w3.txt EX-10.3 LETTER AGREEMENT WITH CHARLES R BLAND Mr. Charles Bland 7180 South Polo Ridge Drive Littleton, Colorado 80128 Dear Chuck: This letter will confirm our agreement regarding the termination of your employment with Vari-L Inc. ("Vari-L"), in connection with the Asset Purchase Agreement (the "Purchase Agreement") by and among Sirenza Microdevices Inc., Olin Acquisition Corporation ("Buyer") and Vari-L. This mutual termination of employment is contingent upon the Closing (as defined in the Purchase Agreement) of the sale of Vari-L assets to Buyer contemplated by the Purchase Agreement. All capitalized terms not otherwise defined herein shall have the meaning given to them in the Purchase Agreement. It is a condition to the Closing of the Purchase Agreement that, effective as of the Closing, (i) you and Vari-L terminate your employment relationship with Vari-L, including, without limitation, the Vari-L Company, Inc. Executive Employment Agreement executed by you and Vari-L (the "Existing Employment Agreement"), and (ii) you waive any and all potential claims against Vari-L including, but not limited to, any severance benefits payable to you under the Existing Employment Agreement. Pursuant to Section XIII of the Existing Employment Agreement, you and Vari-L acknowledge and agree that your termination from Vari-L shall be a termination by Mutual Agreement and as that is defined in the Existing Employment Agreement, you are not entitled to any severance benefits from Vari-L whatsoever. Although Vari-L has no obligation to do so, in consideration for the promises and agreements contained in this termination letter, including without limitation, the Termination by Mutual Agreement of your employment with Vari-L and release of all claims, Vari-L offers the following potential bonus opportunity to you should you accept employment with Sirenza: (a) SIGNING BONUS: should you accept employment with Sirenza by executing Sirenza's standard offer letter (attached) on or before the Closing Date, Vari-L shall pay to you a bonus in the amount of $153,750.00 ("Signing Bonus"). Said Signing Bonus shall be paid to you by Vari-L in a lump sum, less applicable taxes and withholding, as required by law, within five (5) business days of the Closing Date. (b) STAY BONUS: In the event that you accept employment with Sirenza and remain employed by Sirenza on the one-year anniversary date of the commencement of such employment, you will be entitled to receive from Vari-L an additional bonus payment in the amount of $153,750.00 ("Stay Bonus"). Said Stay Bonus to be paid in a lump sum, less applicable taxes and withholding, as required by law, within five (5) business days of the one year anniversary date of your employment with Sirenza. You must be employed with Sirenza on the anniversary date in order to be eligible for the Stay Bonus. In no event shall the Stay Bonus be prorated regardless of the reason for your separation from employment with Sirenza prior to the one year anniversary date. In no event shall the Stay Bonus be payable to you by any party other than Vari-L. (c) SEVERANCE PAYMENT. In the event that you accept employment with Sirenza and are terminated by Sirenza, other than for cause (as defined below), prior to the one-year anniversary date of the commencement of such employment, you will be entitled to receive from Vari-L a severance payment in an amount equal to (i) $292,500.00 less (ii) the Signing Bonus and the amount of any severance paid to you by Sirenza (the "Severance Payment"). Said Severance Payment to be paid in a lump sum, less applicable taxes and withholding, as required by law, within five (5) business days of your termination by Sirenza. For purposes of this letter agreement, the phrase "for cause" shall have the same meaning as set forth in your employment agreement with Sirenza. In no event will we be obligated pay you both the Severance Payment and the Stay Bonus. Thus, we agree that, effective as of the Closing, our employment relationship pursuant to the Existing Employment Agreement or otherwise is hereby terminated by mutual agreement. You further agree on your own behalf, and on behalf of your respective heirs, family members, executors, and assigns, that you hereby fully and forever release Vari-L and its officers, directors, employees, investors, shareholders, administrators, affiliates, divisions, subsidiaries, predecessor and successor corporations, and assigns, from, and agree not to sue concerning, any claim, duty, obligation or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, including but not limited to claims pursuant to any federal, any state or any local law, statute, common law or cause of action including, but not limited to, the federal Civil Rights Act of 1964, as amended; attorney's fees under Title VII of the federal Civil Rights Act of 1964, as amended, or any other statute, agreement or source of law; the federal Americans with Disabilities Act of 1990; the federal Age Discrimination in Employment Act, as amended ("ADEA") as set forth below; the Family and Medical Leave Act; the Employee Retirement Income Security Act; Colorado Civil Rights Act; the Equal Pay Act, of 1963, as amended; tort law; contract law; wrongful discharge; discrimination; harassment; fraud; misrepresentation; defamation; libel; emotional distress; and breach of the implied covenant of good faith and fair dealing. ADEA WAIVER AND RELEASE. You acknowledge that you are knowingly and voluntarily waiving and releasing any rights you may have under the ADEA, as amended. You also acknowledge that the consideration given for the waiver and release in the preceding paragraph hereof is in addition to anything of value to which you were already entitled. You acknowledge that this waiver and release do not apply to any rights or claims that may arise after the execution date of this Agreement. You further acknowledge that you have been advised by this writing, as required by the ADEA, that (a) you should consult with an attorney prior to executing this Agreement; (b) you have twenty-one (21) days within which to consider this Agreement (although you may choose to voluntarily execute this Agreement earlier) (c) you have seven (7) days following the execution of this Agreement by the parties to revoke the Agreement; and (d) this Agreement shall not be effective until the revocation period has expired. Nothing in this Agreement prevents or precludes you from challenging or seeking a determination in good faith of the validity of this waiver under the ADEA, nor does it impose any condition precedent, penalties or costs for doing so, unless specifically authorized by federal law. The parties acknowledge and agree that revocation by you of the ADEA Waiver and Release is not effective to revoke your waiver or release of any other claims pursuant to this Agreement. Vari-L and you agree that the release set forth in this section is a complete general release. Vari-L wishes you the best of luck in the future. Sincerely, /s/CHARLES R. BLAND ---------------------------------- Charles R. Bland President and CEO Agreed and Accepted /s/ CHARLES R. BLAND - ------------------------------- Signature Charles R. Bland - ------------------------------ Printed Name EX-10.4 4 d03546exv10w4.txt EX-10.4 LETTER AGREEMENT WITH RICHARD P DUTKIEWICZ Mr. Rick Dutkiewicz 29359 Northstar Lane Evergreen, CO 80439 Dear Rick: This letter will confirm our agreement regarding the termination of your employment with Vari-L Inc. ("Vari-L"), in connection with the Asset Purchase Agreement (the "Purchase Agreement") by and among Sirenza Microdevices Inc., Olin Acquisition Corporation ("Buyer") and Vari-L. This mutual termination of employment is contingent upon the Closing (as defined in the Purchase Agreement) of the sale of Vari-L assets to Buyer contemplated by the Purchase Agreement. All capitalized terms not otherwise defined herein shall have the meaning given to them in the Purchase Agreement. It is a condition to the Closing of the Purchase Agreement that, effective as of the Closing, (i) you and Vari-L terminate your employment relationship with Vari-L, including, without limitation, the Vari-L Company, Inc. Executive Employment Agreement executed by you and Vari-L (the "Existing Employment Agreement"), and (ii) you waive any and all potential claims against Vari-L including, but not limited to, any severance benefits payable to you under the Existing Employment Agreement. Pursuant to Section XIII of the Existing Employment Agreement, you and Vari-L acknowledge and agree that your termination from Vari-L shall be a termination by Mutual Agreement and as that is defined in the Existing Employment Agreement, you are not entitled to any severance benefits from Vari-L whatsoever. Although Vari-L has no obligation to do so, in consideration for the promises and agreements contained in this termination letter, including without limitation, the Termination by Mutual Agreement of your employment with Vari-L and release of all claims, Vari-L offers the following potential bonus opportunity to you should you accept employment with Sirenza: (a) SIGNING BONUS: should you accept employment with Sirenza by executing Sirenza's standard offer letter (attached) on or before the Closing Date, Vari-L shall pay to you a bonus in the amount of $60,468.75 ("Signing Bonus"). Said Signing Bonus shall be paid to you by Vari-L in a lump sum, less applicable taxes and withholding, as required by law, within five (5) business days of the Closing Date. (b) STAY BONUS: In the event that you accept employment with Sirenza and remain employed by Sirenza on the one-year anniversary date of the commencement of such employment, you will be entitled to receive from Vari-L an additional bonus payment in the amount of $60,468.75 ("Stay Bonus"). Said Stay Bonus to be paid in a lump sum, less applicable taxes and withholding, as required by law, within five (5) business days of the one year anniversary date of your employment with Sirenza. You must be employed with Sirenza on the anniversary date in order to be eligible for the Stay Bonus. In no event shall the Stay Bonus be prorated regardless of the reason for your separation from employment with Sirenza prior to the one year anniversary date. In no event shall the Stay Bonus be payable to you by any party other than Vari-L. (c) SEVERANCE PAYMENT. In the event that you accept employment with Sirenza and are terminated by Sirenza, other than for cause (as defined below), prior to the one-year anniversary date of the commencement of such employment, you will be entitled to receive from Vari-L a severance payment in an amount equal to (i) $105,937.50 less (ii) the Signing Bonus and the amount of any severance paid to you by Sirenza (the "Severance Payment"). Said Severance Payment to be paid in a lump sum, less applicable taxes and withholding, as required by law, within five (5) business days of your termination by Sirenza. For purposes of this letter agreement, the phrase "for cause" shall have the same meaning as set forth in your employment agreement with Sirenza. In no event will we be obligated pay you both the Severance Payment and the Stay Bonus. Thus, we agree that, effective as of the Closing, our employment relationship pursuant to the Existing Employment Agreement or otherwise is hereby terminated by mutual agreement. You further agree on your own behalf, and on behalf of your respective heirs, family members, executors, and assigns, that you hereby fully and forever release Vari-L and its officers, directors, employees, investors, shareholders, administrators, affiliates, divisions, subsidiaries, predecessor and successor corporations, and assigns, from, and agree not to sue concerning, any claim, duty, obligation or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, including but not limited to claims pursuant to any federal, any state or any local law, statute, common law or cause of action including, but not limited to, the federal Civil Rights Act of 1964, as amended; attorney's fees under Title VII of the federal Civil Rights Act of 1964, as amended, or any other statute, agreement or source of law; the federal Americans with Disabilities Act of 1990; the federal Age Discrimination in Employment Act, as amended ("ADEA") as set forth below; the Family and Medical Leave Act; the Employee Retirement Income Security Act; Colorado Civil Rights Act; the Equal Pay Act, of 1963, as amended; tort law; contract law; wrongful discharge; discrimination; harassment; fraud; misrepresentation; defamation; libel; emotional distress; and breach of the implied covenant of good faith and fair dealing. ADEA WAIVER AND RELEASE. You acknowledge that you are knowingly and voluntarily waiving and releasing any rights you may have under the ADEA, as amended. You also acknowledge that the consideration given for the waiver and release in the preceding paragraph hereof is in addition to anything of value to which you were already entitled. You acknowledge that this waiver and release do not apply to any rights or claims that may arise after the execution date of this Agreement. You further acknowledge that you have been advised by this writing, as required by the ADEA, that (a) you should consult with an attorney prior to executing this Agreement; (b) you have twenty-one (21) days within which to consider this Agreement (although you may choose to voluntarily execute this Agreement earlier) (c) you have seven (7) days following the execution of this Agreement by the parties to revoke the Agreement; and (d) this Agreement shall not be effective until the revocation period has expired. Nothing in this Agreement prevents or precludes you from challenging or seeking a determination in good faith of the validity of this waiver under the ADEA, nor does it impose any condition precedent, penalties or costs for doing so, unless specifically authorized by federal law. The parties acknowledge and agree that revocation by you of the ADEA Waiver and Release is not effective to revoke your waiver or release of any other claims pursuant to this Agreement. Vari-L and you agree that the release set forth in this section is a complete general release. Vari-L wishes you the best of luck in the future. Sincerely, /s/ CHARLES R. BLAND ---------------------------------- Charles R. Bland President and CEO Agreed and Accepted /s/ RICHARD P. DUTKIEWICZ - ------------------------------- Signature Richard P. Dutkiewicz - ------------------------------- Printed Name EX-10.5 5 d03546exv10w5.txt EX-10.5 LETTER AGREEMENT WITH LARRY R ROMERO Mr. Larry Romero 13312 Clayton Street Thornton, CO 80241 Dear Larry: This letter will confirm our agreement regarding the termination of your employment with Vari-L Inc. ("Vari-L"), in connection with the Asset Purchase Agreement (the "Purchase Agreement") by and among Sirenza Microdevices Inc., Olin Acquisition Corporation ("Buyer") and Vari-L. This mutual termination of employment is contingent upon the Closing (as defined in the Purchase Agreement) of the sale of Vari-L assets to Buyer contemplated by the Purchase Agreement. All capitalized terms not otherwise defined herein shall have the meaning given to them in the Purchase Agreement. It is a condition to the Closing of the Purchase Agreement that, effective as of the Closing, (i) you and Vari-L terminate your employment relationship with Vari-L, including, without limitation, the Vari-L Company, Inc. Executive Employment Agreement executed by you and Vari-L (the "Existing Employment Agreement"), and (ii) you waive any and all potential claims against Vari-L including, but not limited to, any severance benefits payable to you under the Existing Employment Agreement. Pursuant to Section XIII of the Existing Employment Agreement, you and Vari-L acknowledge and agree that your termination from Vari-L shall be a termination by Mutual Agreement and as that is defined in the Existing Employment Agreement, you are not entitled to any severance benefits from Vari-L whatsoever. Although Vari-L has no obligation to do so, in consideration for the promises and agreements contained in this termination letter, including without limitation, the Termination by Mutual Agreement of your employment with Vari-L and release of all claims, Vari-L offers the following potential bonus opportunity to you should you accept employment with Sirenza: (a) SIGNING BONUS: should you accept employment with Sirenza by executing Sirenza's standard offer letter (attached) on or before the Closing Date, Vari-L shall pay to you a bonus in the amount of $48,187.50 ("Signing Bonus"). Said Signing Bonus shall be paid to you by Vari-L in a lump sum, less applicable taxes and withholding, as required by law, within five (5) business days of the Closing Date. (b) STAY BONUS: In the event that you accept employment with Sirenza and remain employed by Sirenza on the one-year anniversary date of the commencement of such employment, you will be entitled to receive from Vari-L an additional bonus payment in the amount of $48,187.50 ("Stay Bonus"). Said Stay Bonus to be paid in a lump sum, less applicable taxes and withholding, as required by law, within five (5) business days of the one year anniversary date of your employment with Sirenza. You must be employed with Sirenza on the anniversary date in order to be eligible for the Stay Bonus. In no event shall the Stay Bonus be prorated regardless of the reason for your separation from employment with Sirenza prior to the one year anniversary date. In no event shall the Stay Bonus be payable to you by any party other than Vari-L. (c) SEVERANCE PAYMENT. In the event that you accept employment with Sirenza and are terminated by Sirenza, other than for cause (as defined below), prior to the one-year anniversary date of the commencement of such employment, you will be entitled to receive from Vari-L a severance payment in an amount equal to (i) $81,375.00 less (ii) the Signing Bonus and the amount of any severance paid to you by Sirenza (the "Severance Payment"). Said Severance Payment to be paid in a lump sum, less applicable taxes and withholding, as required by law, within five (5) business days of your termination by Sirenza. For purposes of this letter agreement, the phrase "for cause" shall have the same meaning as set forth in your employment agreement with Sirenza. In no event will we be obligated pay you both the Severance Payment and the Stay Bonus. Thus, we agree that, effective as of the Closing, our employment relationship pursuant to the Existing Employment Agreement or otherwise is hereby terminated by mutual agreement. You further agree on your own behalf, and on behalf of your respective heirs, family members, executors, and assigns, that you hereby fully and forever release Vari-L and its officers, directors, employees, investors, shareholders, administrators, affiliates, divisions, subsidiaries, predecessor and successor corporations, and assigns, from, and agree not to sue concerning, any claim, duty, obligation or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, including but not limited to claims pursuant to any federal, any state or any local law, statute, common law or cause of action including, but not limited to, the federal Civil Rights Act of 1964, as amended; attorney's fees under Title VII of the federal Civil Rights Act of 1964, as amended, or any other statute, agreement or source of law; the federal Americans with Disabilities Act of 1990; the federal Age Discrimination in Employment Act, as amended ("ADEA") as set forth below; the Family and Medical Leave Act; the Employee Retirement Income Security Act; Colorado Civil Rights Act; the Equal Pay Act, of 1963, as amended; tort law; contract law; wrongful discharge; discrimination; harassment; fraud; misrepresentation; defamation; libel; emotional distress; and breach of the implied covenant of good faith and fair dealing. ADEA WAIVER AND RELEASE. You acknowledge that you are knowingly and voluntarily waiving and releasing any rights you may have under the ADEA, as amended. You also acknowledge that the consideration given for the waiver and release in the preceding paragraph hereof is in addition to anything of value to which you were already entitled. You acknowledge that this waiver and release do not apply to any rights or claims that may arise after the execution date of this Agreement. You further acknowledge that you have been advised by this writing, as required by the ADEA, that (a) you should consult with an attorney prior to executing this Agreement; (b) you have twenty-one (21) days within which to consider this Agreement (although you may choose to voluntarily execute this Agreement earlier) (c) you have seven (7) days following the execution of this Agreement by the parties to revoke the Agreement; and (d) this Agreement shall not be effective until the revocation period has expired. Nothing in this Agreement prevents or precludes you from challenging or seeking a determination in good faith of the validity of this waiver under the ADEA, nor does it impose any condition precedent, penalties or costs for doing so, unless specifically authorized by federal law. The parties acknowledge and agree that revocation by you of the ADEA Waiver and Release is not effective to revoke your waiver or release of any other claims pursuant to this Agreement. Vari-L and you agree that the release set forth in this section is a complete general release. Vari-L wishes you the best of luck in the future. Sincerely, /s/ CHARLES R. BLAND ------------------------------ Charles R. Bland President and CEO Agreed and Accepted /s/ LARRY ROMERO - --------------------------- Signature Larry Romero - --------------------------- Printed Name EX-10.6 6 d03546exv10w6.txt EX-10.6 LETTER AGREEMENT WITH TIMOTHY SCHAMBERGER Mr. Tim Schamberger 6936 Chestnut Court Parker, CO 80134 Dear Tim: This letter will confirm our agreement regarding the termination of your employment with Vari-L Inc. ("Vari-L"), in connection with the Asset Purchase Agreement (the "Purchase Agreement") by and among Sirenza Microdevices Inc., Olin Acquisition Corporation ("Buyer") and Vari-L. This mutual termination of employment is contingent upon the Closing (as defined in the Purchase Agreement) of the sale of Vari-L assets to Buyer contemplated by the Purchase Agreement. All capitalized terms not otherwise defined herein shall have the meaning given to them in the Purchase Agreement. It is a condition to the Closing of the Purchase Agreement that, effective as of the Closing, (i) you and Vari-L terminate your employment relationship with Vari-L, including, without limitation, the Vari-L Company, Inc. Executive Employment Agreement executed by you and Vari-L (the "Existing Employment Agreement"), and (ii) you waive any and all potential claims against Vari-L including, but not limited to, any severance benefits payable to you under the Existing Employment Agreement. Pursuant to Section XIII of the Existing Employment Agreement, you and Vari-L acknowledge and agree that your termination from Vari-L shall be a termination by Mutual Agreement and as that is defined in the Existing Employment Agreement, you are not entitled to any severance benefits from Vari-L whatsoever. Although Vari-L has no obligation to do so, in consideration for the promises and agreements contained in this termination letter, including without limitation, the Termination by Mutual Agreement of your employment with Vari-L and release of all claims, Vari-L offers the following potential bonus opportunity to you should you accept employment with Sirenza: (a) SIGNING BONUS: should you accept employment with Sirenza by executing Sirenza's standard offer letter (attached) on or before the Closing Date, Vari-L shall pay to you a bonus in the amount of $62,187.50 ("Signing Bonus"). Said Signing Bonus shall be paid to you by Vari-L in a lump sum, less applicable taxes and withholding, as required by law, within five (5) business days of the Closing Date. (b) STAY BONUS: In the event that you accept employment with Sirenza and remain employed by Sirenza on the one-year anniversary date of the commencement of such employment, you will be entitled to receive from Vari-L an additional bonus payment in the amount of $62,187.50 ("Stay Bonus"). Said Stay Bonus to be paid in a lump sum, less applicable taxes and withholding, as required by law, within five (5) business days of the one year anniversary date of your employment with Sirenza. You must be employed with Sirenza on the anniversary date in order to be eligible for the Stay Bonus. In no event shall the Stay Bonus be prorated regardless of the reason for your separation from employment with Sirenza prior to the one year anniversary date. In no event shall the Stay Bonus be payable to you by any party other than Vari-L. (c) SEVERANCE PAYMENT. In the event that you accept employment with Sirenza and are terminated by Sirenza, other than for cause (as defined below), prior to the one-year anniversary date of the commencement of such employment, you will be entitled to receive from Vari-L a severance payment in an amount equal to (i) $109,375.00 less (ii) the Signing Bonus and the amount of any severance paid to you by Sirenza (the "Severance Payment"). Said Severance Payment to be paid in a lump sum, less applicable taxes and withholding, as required by law, within five (5) business days of your termination by Sirenza. For purposes of this letter agreement, the phrase "for cause" shall have the same meaning as set forth in your employment agreement with Sirenza. In no event will we be obligated pay you both the Severance Payment and the Stay Bonus. Thus, we agree that, effective as of the Closing, our employment relationship pursuant to the Existing Employment Agreement or otherwise is hereby terminated by mutual agreement. You further agree on your own behalf, and on behalf of your respective heirs, family members, executors, and assigns, that you hereby fully and forever release Vari-L and its officers, directors, employees, investors, shareholders, administrators, affiliates, divisions, subsidiaries, predecessor and successor corporations, and assigns, from, and agree not to sue concerning, any claim, duty, obligation or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, including but not limited to claims pursuant to any federal, any state or any local law, statute, common law or cause of action including, but not limited to, the federal Civil Rights Act of 1964, as amended; attorney's fees under Title VII of the federal Civil Rights Act of 1964, as amended, or any other statute, agreement or source of law; the federal Americans with Disabilities Act of 1990; the federal Age Discrimination in Employment Act, as amended ("ADEA") as set forth below; the Family and Medical Leave Act; the Employee Retirement Income Security Act; Colorado Civil Rights Act; the Equal Pay Act, of 1963, as amended; tort law; contract law; wrongful discharge; discrimination; harassment; fraud; misrepresentation; defamation; libel; emotional distress; and breach of the implied covenant of good faith and fair dealing. ADEA WAIVER AND RELEASE. You acknowledge that you are knowingly and voluntarily waiving and releasing any rights you may have under the ADEA, as amended. You also acknowledge that the consideration given for the waiver and release in the preceding paragraph hereof is in addition to anything of value to which you were already entitled. You acknowledge that this waiver and release do not apply to any rights or claims that may arise after the execution date of this Agreement. You further acknowledge that you have been advised by this writing, as required by the ADEA, that (a) you should consult with an attorney prior to executing this Agreement; (b) you have twenty-one (21) days within which to consider this Agreement (although you may choose to voluntarily execute this Agreement earlier) (c) you have seven (7) days following the execution of this Agreement by the parties to revoke the Agreement; and (d) this Agreement shall not be effective until the revocation period has expired. Nothing in this Agreement prevents or precludes you from challenging or seeking a determination in good faith of the validity of this waiver under the ADEA, nor does it impose any condition precedent, penalties or costs for doing so, unless specifically authorized by federal law. The parties acknowledge and agree that revocation by you of the ADEA Waiver and Release is not effective to revoke your waiver or release of any other claims pursuant to this Agreement. Vari-L and you agree that the release set forth in this section is a complete general release. Vari-L wishes you the best of luck in the future. Sincerely, /s/ CHARLES R. BLAND ------------------------------ Charles R. Bland President and CEO Agreed and Accepted /s/ TIMOTHY G. SCHAMBERGER - --------------------------------- Signature Timothy G. Schamberger - -------------------------------- Printed Name EX-10.7 7 d03546exv10w7.txt EX-10.7 LETTER AGREEMENT WITH DANIEL J WILMOT Mr. Dan Wilmot 4411 Day Dream Road Golden, CO 80403 Dear Dan: This letter will confirm our agreement regarding the termination of your employment with Vari-L Inc. ("Vari-L"), in connection with the Asset Purchase Agreement (the "Purchase Agreement") by and among Sirenza Microdevices Inc., Olin Acquisition Corporation ("Buyer") and Vari-L. This mutual termination of employment is contingent upon the Closing (as defined in the Purchase Agreement) of the sale of Vari-L assets to Buyer contemplated by the Purchase Agreement. All capitalized terms not otherwise defined herein shall have the meaning given to them in the Purchase Agreement. It is a condition to the Closing of the Purchase Agreement that, effective as of the Closing, (i) you and Vari-L terminate your employment relationship with Vari-L, including, without limitation, the Vari-L Company, Inc. Executive Employment Agreement executed by you and Vari-L (the "Existing Employment Agreement"), and (ii) you waive any and all potential claims against Vari-L including, but not limited to, any severance benefits payable to you under the Existing Employment Agreement. Pursuant to Section XIII of the Existing Employment Agreement, you and Vari-L acknowledge and agree that your termination from Vari-L shall be a termination by Mutual Agreement and as that is defined in the Existing Employment Agreement, you are not entitled to any severance benefits from Vari-L whatsoever. Although Vari-L has no obligation to do so, in consideration for the promises and agreements contained in this termination letter, including without limitation, the Termination by Mutual Agreement of your employment with Vari-L and release of all claims, Vari-L offers the following potential bonus opportunity to you should you accept employment with Sirenza: (a) SIGNING BONUS: should you accept employment with Sirenza by executing Sirenza's standard offer letter (attached) on or before the Closing Date, Vari-L shall pay to you a bonus in the amount of $58,000.00 ("Signing Bonus"). Said Signing Bonus shall be paid to you by Vari-L in a lump sum, less applicable taxes and withholding, as required by law, within five (5) business days of the Closing Date. (b) STAY BONUS: In the event that you accept employment with Sirenza and remain employed by Sirenza on the one-year anniversary date of the commencement of such employment, you will be entitled to receive from Vari-L an additional bonus payment in the amount of $58,000.00 ("Stay Bonus"). Said Stay Bonus to be paid in a lump sum, less applicable taxes and withholding, as required by law, within five (5) business days of the one year anniversary date of your employment with Sirenza. You must be employed with Sirenza on the anniversary date in order to be eligible for the Stay Bonus. In no event shall the Stay Bonus be prorated regardless of the reason for your separation from employment with Sirenza prior to the one year anniversary date. In no event shall the Stay Bonus be payable to you by any party other than Vari-L. (c) SEVERANCE PAYMENT. In the event that you accept employment with Sirenza and are terminated by Sirenza, other than for cause (as defined below), prior to the one-year anniversary date of the commencement of such employment, you will be entitled to receive from Vari-L a severance payment in an amount equal to (i) $101,000.00 less (ii) the Signing Bonus and the amount of any severance paid to you by Sirenza (the "Severance Payment"). Said Severance Payment to be paid in a lump sum, less applicable taxes and withholding, as required by law, within five (5) business days of your termination by Sirenza. For purposes of this letter agreement, the phrase "for cause" shall have the same meaning as set forth in your employment agreement with Sirenza. In no event will we be obligated pay you both the Severance Payment and the Stay Bonus. Thus, we agree that, effective as of the Closing, our employment relationship pursuant to the Existing Employment Agreement or otherwise is hereby terminated by mutual agreement. You further agree on your own behalf, and on behalf of your respective heirs, family members, executors, and assigns, that you hereby fully and forever release Vari-L and its officers, directors, employees, investors, shareholders, administrators, affiliates, divisions, subsidiaries, predecessor and successor corporations, and assigns, from, and agree not to sue concerning, any claim, duty, obligation or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, including but not limited to claims pursuant to any federal, any state or any local law, statute, common law or cause of action including, but not limited to, the federal Civil Rights Act of 1964, as amended; attorney's fees under Title VII of the federal Civil Rights Act of 1964, as amended, or any other statute, agreement or source of law; the federal Americans with Disabilities Act of 1990; the federal Age Discrimination in Employment Act, as amended ("ADEA") as set forth below; the Family and Medical Leave Act; the Employee Retirement Income Security Act; Colorado Civil Rights Act; the Equal Pay Act, of 1963, as amended; tort law; contract law; wrongful discharge; discrimination; harassment; fraud; misrepresentation; defamation; libel; emotional distress; and breach of the implied covenant of good faith and fair dealing. ADEA WAIVER AND RELEASE. You acknowledge that you are knowingly and voluntarily waiving and releasing any rights you may have under the ADEA, as amended. You also acknowledge that the consideration given for the waiver and release in the preceding paragraph hereof is in addition to anything of value to which you were already entitled. You acknowledge that this waiver and release do not apply to any rights or claims that may arise after the execution date of this Agreement. You further acknowledge that you have been advised by this writing, as required by the ADEA, that (a) you should consult with an attorney prior to executing this Agreement; (b) you have twenty-one (21) days within which to consider this Agreement (although you may choose to voluntarily execute this Agreement earlier) (c) you have seven (7) days following the execution of this Agreement by the parties to revoke the Agreement; and (d) this Agreement shall not be effective until the revocation period has expired. Nothing in this Agreement prevents or precludes you from challenging or seeking a determination in good faith of the validity of this waiver under the ADEA, nor does it impose any condition precedent, penalties or costs for doing so, unless specifically authorized by federal law. The parties acknowledge and agree that revocation by you of the ADEA Waiver and Release is not effective to revoke your waiver or release of any other claims pursuant to this Agreement. Vari-L and you agree that the release set forth in this section is a complete general release. Vari-L wishes you the best of luck in the future. Sincerely, /s/ CHARLES R. BLAND ------------------------------- Charles R. Bland President and CEO Agreed and Accepted /s/ DANIEL J. WILMOT - --------------------------------- Signature Daniel J. Wilmot - --------------------------------- Printed Name -----END PRIVACY-ENHANCED MESSAGE-----

EX-10.3

Mr. Charles Bland
7180 South Polo Ridge Drive
Littleton, Colorado 80128

Dear Chuck:

This letter will confirm our agreement regarding the termination of your
employment with Vari-L Inc. ("Vari-L"), in connection with the Asset Purchase
Agreement (the "Purchase Agreement") by and among Sirenza Microdevices Inc.,
Olin Acquisition Corporation ("Buyer") and Vari-L. This mutual termination of
employment is contingent upon the Closing (as defined in the Purchase Agreement)
of the sale of Vari-L assets to Buyer contemplated by the Purchase Agreement.
All capitalized terms not otherwise defined herein shall have the meaning given
to them in the Purchase Agreement.

It is a condition to the Closing of the Purchase Agreement that, effective as of
the Closing, (i) you and Vari-L terminate your employment relationship with
Vari-L, including, without limitation, the Vari-L Company, Inc. Executive
Employment Agreement executed by you and Vari-L (the "Existing Employment
Agreement"), and (ii) you waive any and all potential claims against Vari-L
including, but not limited to, any severance benefits payable to you under the
Existing Employment Agreement. Pursuant to Section XIII of the Existing
Employment Agreement, you and Vari-L acknowledge and agree that your termination
from Vari-L shall be a termination by Mutual Agreement and as that is defined in
the Existing Employment Agreement, you are not entitled to any severance
benefits from Vari-L whatsoever.

Although Vari-L has no obligation to do so, in consideration for the promises
and agreements contained in this termination letter, including without
limitation, the Termination by Mutual Agreement of your employment with Vari-L
and release of all claims, Vari-L offers the following potential bonus
opportunity to you should you accept employment with Sirenza:

(a)      SIGNING BONUS: should you accept employment with Sirenza by executing
         Sirenza's standard offer letter (attached) on or before the Closing
         Date, Vari-L shall pay to you a bonus in the amount of $153,750.00
         ("Signing Bonus"). Said Signing Bonus shall be paid to you by Vari-L in
         a lump sum, less applicable taxes and withholding, as required by law,
         within five (5) business days of the Closing Date.

(b)      STAY BONUS: In the event that you accept employment with Sirenza and
         remain employed by Sirenza on the one-year anniversary date of the
         commencement of such employment, you will be entitled to receive from
         Vari-L an additional bonus payment in the amount of $153,750.00 ("Stay
         Bonus"). Said Stay Bonus to be paid in a lump sum, less applicable
         taxes and withholding, as required by law, within five (5) business
         days of the one year anniversary date of your employment with Sirenza.



         You must be employed with Sirenza on the anniversary date in order to
         be eligible for the Stay Bonus. In no event shall the Stay Bonus be
         prorated regardless of the reason for your separation from employment
         with Sirenza prior to the one year anniversary date. In no event shall
         the Stay Bonus be payable to you by any party other than Vari-L.

(c)      SEVERANCE PAYMENT. In the event that you accept employment with Sirenza
         and are terminated by Sirenza, other than for cause (as defined below),
         prior to the one-year anniversary date of the commencement of such
         employment, you will be entitled to receive from Vari-L a severance
         payment in an amount equal to (i) $292,500.00 less (ii) the Signing
         Bonus and the amount of any severance paid to you by Sirenza (the
         "Severance Payment"). Said Severance Payment to be paid in a lump sum,
         less applicable taxes and withholding, as required by law, within five
         (5) business days of your termination by Sirenza. For purposes of this
         letter agreement, the phrase "for cause" shall have the same meaning as
         set forth in your employment agreement with Sirenza. In no event will
         we be obligated pay you both the Severance Payment and the Stay Bonus.

Thus, we agree that, effective as of the Closing, our employment relationship
pursuant to the Existing Employment Agreement or otherwise is hereby terminated
by mutual agreement. You further agree on your own behalf, and on behalf of your
respective heirs, family members, executors, and assigns, that you hereby fully
and forever release Vari-L and its officers, directors, employees, investors,
shareholders, administrators, affiliates, divisions, subsidiaries, predecessor
and successor corporations, and assigns, from, and agree not to sue concerning,
any claim, duty, obligation or cause of action relating to any matters of any
kind, whether presently known or unknown, suspected or unsuspected, including
but not limited to claims pursuant to any federal, any state or any local law,
statute, common law or cause of action including, but not limited to, the
federal Civil Rights Act of 1964, as amended; attorney's fees under Title VII of
the federal Civil Rights Act of 1964, as amended, or any other statute,
agreement or source of law; the federal Americans with Disabilities Act of 1990;
the federal Age Discrimination in Employment Act, as amended ("ADEA") as set
forth below; the Family and Medical Leave Act; the Employee Retirement Income
Security Act; Colorado Civil Rights Act; the Equal Pay Act, of 1963, as amended;
tort law; contract law; wrongful discharge; discrimination; harassment; fraud;
misrepresentation; defamation; libel; emotional distress; and breach of the
implied covenant of good faith and fair dealing.

ADEA WAIVER AND RELEASE. You acknowledge that you are knowingly and voluntarily
waiving and releasing any rights you may have under the ADEA, as amended. You
also acknowledge that the consideration given for the waiver and release in the
preceding paragraph hereof is in addition to anything of value to which you were
already entitled. You acknowledge that this waiver and release do not apply to
any rights or claims that may arise after the execution date of this Agreement.
You further acknowledge that you have been advised by this writing, as required
by the ADEA, that (a) you should consult with an attorney prior to executing
this Agreement; (b) you have twenty-one (21) days within which to consider this
Agreement (although you may choose to voluntarily execute this Agreement
earlier) (c) you have seven (7) days following the execution of this Agreement
by the parties to revoke the Agreement; and (d) this Agreement shall not be
effective until the revocation period has expired. Nothing in this Agreement
prevents or precludes you from challenging or seeking a determination in good
faith of the validity of this waiver under the ADEA, nor does it impose any
condition precedent, penalties or costs for doing so, unless specifically
authorized by federal law. The parties acknowledge and agree that revocation by
you of the




ADEA Waiver and Release is not effective to revoke your waiver or release of any
other claims pursuant to this Agreement. Vari-L and you agree that the release
set forth in this section is a complete general release.

Vari-L wishes you the best of luck in the future.

                                           Sincerely,


                                           /s/CHARLES R. BLAND
                                           ----------------------------------
                                           Charles R. Bland
                                           President and CEO
Agreed and Accepted


/s/ CHARLES R. BLAND
- -------------------------------
Signature

Charles R. Bland
- ------------------------------
Printed Name

EX-10.4

Mr. Rick Dutkiewicz
29359 Northstar Lane
Evergreen, CO  80439

Dear Rick:

This letter will confirm our agreement regarding the termination of your
employment with Vari-L Inc. ("Vari-L"), in connection with the Asset Purchase
Agreement (the "Purchase Agreement") by and among Sirenza Microdevices Inc.,
Olin Acquisition Corporation ("Buyer") and Vari-L. This mutual termination of
employment is contingent upon the Closing (as defined in the Purchase Agreement)
of the sale of Vari-L assets to Buyer contemplated by the Purchase Agreement.
All capitalized terms not otherwise defined herein shall have the meaning given
to them in the Purchase Agreement.

It is a condition to the Closing of the Purchase Agreement that, effective as of
the Closing, (i) you and Vari-L terminate your employment relationship with
Vari-L, including, without limitation, the Vari-L Company, Inc. Executive
Employment Agreement executed by you and Vari-L (the "Existing Employment
Agreement"), and (ii) you waive any and all potential claims against Vari-L
including, but not limited to, any severance benefits payable to you under the
Existing Employment Agreement. Pursuant to Section XIII of the Existing
Employment Agreement, you and Vari-L acknowledge and agree that your termination
from Vari-L shall be a termination by Mutual Agreement and as that is defined in
the Existing Employment Agreement, you are not entitled to any severance
benefits from Vari-L whatsoever.

Although Vari-L has no obligation to do so, in consideration for the promises
and agreements contained in this termination letter, including without
limitation, the Termination by Mutual Agreement of your employment with Vari-L
and release of all claims, Vari-L offers the following potential bonus
opportunity to you should you accept employment with Sirenza:

(a)      SIGNING BONUS: should you accept employment with Sirenza by executing
         Sirenza's standard offer letter (attached) on or before the Closing
         Date, Vari-L shall pay to you a bonus in the amount of $60,468.75
         ("Signing Bonus"). Said Signing Bonus shall be paid to you by Vari-L in
         a lump sum, less applicable taxes and withholding, as required by law,
         within five (5) business days of the Closing Date.

(b)      STAY BONUS: In the event that you accept employment with Sirenza and
         remain employed by Sirenza on the one-year anniversary date of the
         commencement of such employment, you will be entitled to receive from
         Vari-L an additional bonus payment in the amount of $60,468.75 ("Stay
         Bonus"). Said Stay Bonus to be paid in a lump sum, less applicable
         taxes and withholding, as required by law, within five (5) business
         days of the one year anniversary date of your employment with Sirenza.



         You must be employed with Sirenza on the anniversary date in order to
         be eligible for the Stay Bonus. In no event shall the Stay Bonus be
         prorated regardless of the reason for your separation from employment
         with Sirenza prior to the one year anniversary date. In no event shall
         the Stay Bonus be payable to you by any party other than Vari-L.

(c)      SEVERANCE PAYMENT. In the event that you accept employment with Sirenza
         and are terminated by Sirenza, other than for cause (as defined below),
         prior to the one-year anniversary date of the commencement of such
         employment, you will be entitled to receive from Vari-L a severance
         payment in an amount equal to (i) $105,937.50 less (ii) the Signing
         Bonus and the amount of any severance paid to you by Sirenza (the
         "Severance Payment"). Said Severance Payment to be paid in a lump sum,
         less applicable taxes and withholding, as required by law, within five
         (5) business days of your termination by Sirenza. For purposes of this
         letter agreement, the phrase "for cause" shall have the same meaning as
         set forth in your employment agreement with Sirenza. In no event will
         we be obligated pay you both the Severance Payment and the Stay Bonus.

Thus, we agree that, effective as of the Closing, our employment relationship
pursuant to the Existing Employment Agreement or otherwise is hereby terminated
by mutual agreement. You further agree on your own behalf, and on behalf of your
respective heirs, family members, executors, and assigns, that you hereby fully
and forever release Vari-L and its officers, directors, employees, investors,
shareholders, administrators, affiliates, divisions, subsidiaries, predecessor
and successor corporations, and assigns, from, and agree not to sue concerning,
any claim, duty, obligation or cause of action relating to any matters of any
kind, whether presently known or unknown, suspected or unsuspected, including
but not limited to claims pursuant to any federal, any state or any local law,
statute, common law or cause of action including, but not limited to, the
federal Civil Rights Act of 1964, as amended; attorney's fees under Title VII of
the federal Civil Rights Act of 1964, as amended, or any other statute,
agreement or source of law; the federal Americans with Disabilities Act of 1990;
the federal Age Discrimination in Employment Act, as amended ("ADEA") as set
forth below; the Family and Medical Leave Act; the Employee Retirement Income
Security Act; Colorado Civil Rights Act; the Equal Pay Act, of 1963, as amended;
tort law; contract law; wrongful discharge; discrimination; harassment; fraud;
misrepresentation; defamation; libel; emotional distress; and breach of the
implied covenant of good faith and fair dealing.

ADEA WAIVER AND RELEASE. You acknowledge that you are knowingly and voluntarily
waiving and releasing any rights you may have under the ADEA, as amended. You
also acknowledge that the consideration given for the waiver and release in the
preceding paragraph hereof is in addition to anything of value to which you were
already entitled. You acknowledge that this waiver and release do not apply to
any rights or claims that may arise after the execution date of this Agreement.
You further acknowledge that you have been advised by this writing, as required
by the ADEA, that (a) you should consult with an attorney prior to executing
this Agreement; (b) you have twenty-one (21) days within which to consider this
Agreement (although you may choose to voluntarily execute this Agreement
earlier) (c) you have seven (7) days following the execution of this Agreement
by the parties to revoke the Agreement; and (d) this Agreement shall not be
effective until the revocation period has expired. Nothing in this Agreement
prevents or precludes you from challenging or seeking a determination in good
faith of the validity of this waiver under the ADEA, nor does it impose any
condition precedent, penalties or costs for doing so, unless specifically
authorized by federal law. The parties acknowledge and agree that revocation by
you of the




ADEA Waiver and Release is not effective to revoke your waiver or release of any
other claims pursuant to this Agreement. Vari-L and you agree that the release
set forth in this section is a complete general release.

Vari-L wishes you the best of luck in the future.

                                             Sincerely,


                                             /s/ CHARLES R. BLAND
                                             ----------------------------------
                                             Charles R. Bland
                                             President and CEO
Agreed and Accepted


/s/ RICHARD P. DUTKIEWICZ
- -------------------------------
Signature

Richard P. Dutkiewicz
- -------------------------------
Printed Name

EX-10.5

Mr. Larry Romero
13312 Clayton Street
Thornton, CO  80241

Dear Larry:

This letter will confirm our agreement regarding the termination of your
employment with Vari-L Inc. ("Vari-L"), in connection with the Asset Purchase
Agreement (the "Purchase Agreement") by and among Sirenza Microdevices Inc.,
Olin Acquisition Corporation ("Buyer") and Vari-L. This mutual termination of
employment is contingent upon the Closing (as defined in the Purchase Agreement)
of the sale of Vari-L assets to Buyer contemplated by the Purchase Agreement.
All capitalized terms not otherwise defined herein shall have the meaning given
to them in the Purchase Agreement.

It is a condition to the Closing of the Purchase Agreement that, effective as of
the Closing, (i) you and Vari-L terminate your employment relationship with
Vari-L, including, without limitation, the Vari-L Company, Inc. Executive
Employment Agreement executed by you and Vari-L (the "Existing Employment
Agreement"), and (ii) you waive any and all potential claims against Vari-L
including, but not limited to, any severance benefits payable to you under the
Existing Employment Agreement. Pursuant to Section XIII of the Existing
Employment Agreement, you and Vari-L acknowledge and agree that your termination
from Vari-L shall be a termination by Mutual Agreement and as that is defined in
the Existing Employment Agreement, you are not entitled to any severance
benefits from Vari-L whatsoever.

Although Vari-L has no obligation to do so, in consideration for the promises
and agreements contained in this termination letter, including without
limitation, the Termination by Mutual Agreement of your employment with Vari-L
and release of all claims, Vari-L offers the following potential bonus
opportunity to you should you accept employment with Sirenza:

(a)      SIGNING BONUS: should you accept employment with Sirenza by executing
         Sirenza's standard offer letter (attached) on or before the Closing
         Date, Vari-L shall pay to you a bonus in the amount of $48,187.50
         ("Signing Bonus"). Said Signing Bonus shall be paid to you by Vari-L in
         a lump sum, less applicable taxes and withholding, as required by law,
         within five (5) business days of the Closing Date.

(b)      STAY BONUS: In the event that you accept employment with Sirenza and
         remain employed by Sirenza on the one-year anniversary date of the
         commencement of such employment, you will be entitled to receive from
         Vari-L an additional bonus payment in the amount of $48,187.50 ("Stay
         Bonus"). Said Stay Bonus to be paid in a lump sum, less applicable
         taxes and withholding, as required by law, within five (5) business
         days of the one year anniversary date of your employment with Sirenza.



         You must be employed with Sirenza on the anniversary date in order to
         be eligible for the Stay Bonus. In no event shall the Stay Bonus be
         prorated regardless of the reason for your separation from employment
         with Sirenza prior to the one year anniversary date. In no event shall
         the Stay Bonus be payable to you by any party other than Vari-L.

(c)      SEVERANCE PAYMENT. In the event that you accept employment with Sirenza
         and are terminated by Sirenza, other than for cause (as defined below),
         prior to the one-year anniversary date of the commencement of such
         employment, you will be entitled to receive from Vari-L a severance
         payment in an amount equal to (i) $81,375.00 less (ii) the Signing
         Bonus and the amount of any severance paid to you by Sirenza (the
         "Severance Payment"). Said Severance Payment to be paid in a lump sum,
         less applicable taxes and withholding, as required by law, within five
         (5) business days of your termination by Sirenza. For purposes of this
         letter agreement, the phrase "for cause" shall have the same meaning as
         set forth in your employment agreement with Sirenza. In no event will
         we be obligated pay you both the Severance Payment and the Stay Bonus.

Thus, we agree that, effective as of the Closing, our employment relationship
pursuant to the Existing Employment Agreement or otherwise is hereby terminated
by mutual agreement. You further agree on your own behalf, and on behalf of your
respective heirs, family members, executors, and assigns, that you hereby fully
and forever release Vari-L and its officers, directors, employees, investors,
shareholders, administrators, affiliates, divisions, subsidiaries, predecessor
and successor corporations, and assigns, from, and agree not to sue concerning,
any claim, duty, obligation or cause of action relating to any matters of any
kind, whether presently known or unknown, suspected or unsuspected, including
but not limited to claims pursuant to any federal, any state or any local law,
statute, common law or cause of action including, but not limited to, the
federal Civil Rights Act of 1964, as amended; attorney's fees under Title VII of
the federal Civil Rights Act of 1964, as amended, or any other statute,
agreement or source of law; the federal Americans with Disabilities Act of 1990;
the federal Age Discrimination in Employment Act, as amended ("ADEA") as set
forth below; the Family and Medical Leave Act; the Employee Retirement Income
Security Act; Colorado Civil Rights Act; the Equal Pay Act, of 1963, as amended;
tort law; contract law; wrongful discharge; discrimination; harassment; fraud;
misrepresentation; defamation; libel; emotional distress; and breach of the
implied covenant of good faith and fair dealing.

ADEA WAIVER AND RELEASE. You acknowledge that you are knowingly and voluntarily
waiving and releasing any rights you may have under the ADEA, as amended. You
also acknowledge that the consideration given for the waiver and release in the
preceding paragraph hereof is in addition to anything of value to which you were
already entitled. You acknowledge that this waiver and release do not apply to
any rights or claims that may arise after the execution date of this Agreement.
You further acknowledge that you have been advised by this writing, as required
by the ADEA, that (a) you should consult with an attorney prior to executing
this Agreement; (b) you have twenty-one (21) days within which to consider this
Agreement (although you may choose to voluntarily execute this Agreement
earlier) (c) you have seven (7) days following the execution of this Agreement
by the parties to revoke the Agreement; and (d) this Agreement shall not be
effective until the revocation period has expired. Nothing in this Agreement
prevents or precludes you from challenging or seeking a determination in good
faith of the validity of this waiver under the ADEA, nor does it impose any
condition precedent, penalties or costs for doing so, unless specifically
authorized by federal law. The parties acknowledge and agree that revocation by
you of the




ADEA Waiver and Release is not effective to revoke your waiver or release of any
other claims pursuant to this Agreement. Vari-L and you agree that the release
set forth in this section is a complete general release.

Vari-L wishes you the best of luck in the future.

                                                 Sincerely,


                                                 /s/ CHARLES R. BLAND
                                                 ------------------------------
                                                 Charles R. Bland
                                                 President and CEO
Agreed and Accepted


/s/ LARRY ROMERO
- ---------------------------
Signature

Larry Romero
- ---------------------------
Printed Name

EX-10.6

Mr. Tim Schamberger
6936 Chestnut Court
Parker, CO  80134

Dear Tim:

This letter will confirm our agreement regarding the termination of your
employment with Vari-L Inc. ("Vari-L"), in connection with the Asset Purchase
Agreement (the "Purchase Agreement") by and among Sirenza Microdevices Inc.,
Olin Acquisition Corporation ("Buyer") and Vari-L. This mutual termination of
employment is contingent upon the Closing (as defined in the Purchase Agreement)
of the sale of Vari-L assets to Buyer contemplated by the Purchase Agreement.
All capitalized terms not otherwise defined herein shall have the meaning given
to them in the Purchase Agreement.

It is a condition to the Closing of the Purchase Agreement that, effective as of
the Closing, (i) you and Vari-L terminate your employment relationship with
Vari-L, including, without limitation, the Vari-L Company, Inc. Executive
Employment Agreement executed by you and Vari-L (the "Existing Employment
Agreement"), and (ii) you waive any and all potential claims against Vari-L
including, but not limited to, any severance benefits payable to you under the
Existing Employment Agreement. Pursuant to Section XIII of the Existing
Employment Agreement, you and Vari-L acknowledge and agree that your termination
from Vari-L shall be a termination by Mutual Agreement and as that is defined in
the Existing Employment Agreement, you are not entitled to any severance
benefits from Vari-L whatsoever.

Although Vari-L has no obligation to do so, in consideration for the promises
and agreements contained in this termination letter, including without
limitation, the Termination by Mutual Agreement of your employment with Vari-L
and release of all claims, Vari-L offers the following potential bonus
opportunity to you should you accept employment with Sirenza:

(a)      SIGNING BONUS: should you accept employment with Sirenza by executing
         Sirenza's standard offer letter (attached) on or before the Closing
         Date, Vari-L shall pay to you a bonus in the amount of $62,187.50
         ("Signing Bonus"). Said Signing Bonus shall be paid to you by Vari-L in
         a lump sum, less applicable taxes and withholding, as required by law,
         within five (5) business days of the Closing Date.

(b)      STAY BONUS: In the event that you accept employment with Sirenza and
         remain employed by Sirenza on the one-year anniversary date of the
         commencement of such employment, you will be entitled to receive from
         Vari-L an additional bonus payment in the amount of $62,187.50 ("Stay
         Bonus"). Said Stay Bonus to be paid in a lump sum, less applicable
         taxes and withholding, as required by law, within five (5) business
         days of the one year anniversary date of your employment with Sirenza.



         You must be employed with Sirenza on the anniversary date in order to
         be eligible for the Stay Bonus. In no event shall the Stay Bonus be
         prorated regardless of the reason for your separation from employment
         with Sirenza prior to the one year anniversary date. In no event shall
         the Stay Bonus be payable to you by any party other than Vari-L.

(c)      SEVERANCE PAYMENT. In the event that you accept employment with Sirenza
         and are terminated by Sirenza, other than for cause (as defined below),
         prior to the one-year anniversary date of the commencement of such
         employment, you will be entitled to receive from Vari-L a severance
         payment in an amount equal to (i) $109,375.00 less (ii) the Signing
         Bonus and the amount of any severance paid to you by Sirenza (the
         "Severance Payment"). Said Severance Payment to be paid in a lump sum,
         less applicable taxes and withholding, as required by law, within five
         (5) business days of your termination by Sirenza. For purposes of this
         letter agreement, the phrase "for cause" shall have the same meaning as
         set forth in your employment agreement with Sirenza. In no event will
         we be obligated pay you both the Severance Payment and the Stay Bonus.

Thus, we agree that, effective as of the Closing, our employment relationship
pursuant to the Existing Employment Agreement or otherwise is hereby terminated
by mutual agreement. You further agree on your own behalf, and on behalf of your
respective heirs, family members, executors, and assigns, that you hereby fully
and forever release Vari-L and its officers, directors, employees, investors,
shareholders, administrators, affiliates, divisions, subsidiaries, predecessor
and successor corporations, and assigns, from, and agree not to sue concerning,
any claim, duty, obligation or cause of action relating to any matters of any
kind, whether presently known or unknown, suspected or unsuspected, including
but not limited to claims pursuant to any federal, any state or any local law,
statute, common law or cause of action including, but not limited to, the
federal Civil Rights Act of 1964, as amended; attorney's fees under Title VII of
the federal Civil Rights Act of 1964, as amended, or any other statute,
agreement or source of law; the federal Americans with Disabilities Act of 1990;
the federal Age Discrimination in Employment Act, as amended ("ADEA") as set
forth below; the Family and Medical Leave Act; the Employee Retirement Income
Security Act; Colorado Civil Rights Act; the Equal Pay Act, of 1963, as amended;
tort law; contract law; wrongful discharge; discrimination; harassment; fraud;
misrepresentation; defamation; libel; emotional distress; and breach of the
implied covenant of good faith and fair dealing.

ADEA WAIVER AND RELEASE. You acknowledge that you are knowingly and voluntarily
waiving and releasing any rights you may have under the ADEA, as amended. You
also acknowledge that the consideration given for the waiver and release in the
preceding paragraph hereof is in addition to anything of value to which you were
already entitled. You acknowledge that this waiver and release do not apply to
any rights or claims that may arise after the execution date of this Agreement.
You further acknowledge that you have been advised by this writing, as required
by the ADEA, that (a) you should consult with an attorney prior to executing
this Agreement; (b) you have twenty-one (21) days within which to consider this
Agreement (although you may choose to voluntarily execute this Agreement
earlier) (c) you have seven (7) days following the execution of this Agreement
by the parties to revoke the Agreement; and (d) this Agreement shall not be
effective until the revocation period has expired. Nothing in this Agreement
prevents or precludes you from challenging or seeking a determination in good
faith of the validity of this waiver under the ADEA, nor does it impose any
condition precedent, penalties or costs for doing so, unless specifically
authorized by federal law. The parties acknowledge and agree that revocation by
you of the




ADEA Waiver and Release is not effective to revoke your waiver or release of any
other claims pursuant to this Agreement. Vari-L and you agree that the release
set forth in this section is a complete general release.

Vari-L wishes you the best of luck in the future.

                                                 Sincerely,


                                                 /s/ CHARLES R. BLAND
                                                 ------------------------------
                                                 Charles R. Bland
                                                 President and CEO
Agreed and Accepted


/s/ TIMOTHY G. SCHAMBERGER
- ---------------------------------
Signature

Timothy G. Schamberger
- --------------------------------
Printed Name

EX-10.7

Mr. Dan Wilmot
4411 Day Dream Road
Golden, CO  80403

Dear Dan:

This letter will confirm our agreement regarding the termination of your
employment with Vari-L Inc. ("Vari-L"), in connection with the Asset Purchase
Agreement (the "Purchase Agreement") by and among Sirenza Microdevices Inc.,
Olin Acquisition Corporation ("Buyer") and Vari-L. This mutual termination of
employment is contingent upon the Closing (as defined in the Purchase Agreement)
of the sale of Vari-L assets to Buyer contemplated by the Purchase Agreement.
All capitalized terms not otherwise defined herein shall have the meaning given
to them in the Purchase Agreement.

It is a condition to the Closing of the Purchase Agreement that, effective as of
the Closing, (i) you and Vari-L terminate your employment relationship with
Vari-L, including, without limitation, the Vari-L Company, Inc. Executive
Employment Agreement executed by you and Vari-L (the "Existing Employment
Agreement"), and (ii) you waive any and all potential claims against Vari-L
including, but not limited to, any severance benefits payable to you under the
Existing Employment Agreement. Pursuant to Section XIII of the Existing
Employment Agreement, you and Vari-L acknowledge and agree that your termination
from Vari-L shall be a termination by Mutual Agreement and as that is defined in
the Existing Employment Agreement, you are not entitled to any severance
benefits from Vari-L whatsoever.

Although Vari-L has no obligation to do so, in consideration for the promises
and agreements contained in this termination letter, including without
limitation, the Termination by Mutual Agreement of your employment with Vari-L
and release of all claims, Vari-L offers the following potential bonus
opportunity to you should you accept employment with Sirenza:

(a)      SIGNING BONUS: should you accept employment with Sirenza by executing
         Sirenza's standard offer letter (attached) on or before the Closing
         Date, Vari-L shall pay to you a bonus in the amount of $58,000.00
         ("Signing Bonus"). Said Signing Bonus shall be paid to you by Vari-L in
         a lump sum, less applicable taxes and withholding, as required by law,
         within five (5) business days of the Closing Date.

(b)      STAY BONUS: In the event that you accept employment with Sirenza and
         remain employed by Sirenza on the one-year anniversary date of the
         commencement of such employment, you will be entitled to receive from
         Vari-L an additional bonus payment in the amount of $58,000.00 ("Stay
         Bonus"). Said Stay Bonus to be paid in a lump sum, less applicable
         taxes and withholding, as required by law, within five (5) business
         days of the one year anniversary date of your employment with Sirenza.



         You must be employed with Sirenza on the anniversary date in order to
         be eligible for the Stay Bonus. In no event shall the Stay Bonus be
         prorated regardless of the reason for your separation from employment
         with Sirenza prior to the one year anniversary date. In no event shall
         the Stay Bonus be payable to you by any party other than Vari-L.

(c)      SEVERANCE PAYMENT. In the event that you accept employment with Sirenza
         and are terminated by Sirenza, other than for cause (as defined below),
         prior to the one-year anniversary date of the commencement of such
         employment, you will be entitled to receive from Vari-L a severance
         payment in an amount equal to (i) $101,000.00 less (ii) the Signing
         Bonus and the amount of any severance paid to you by Sirenza (the
         "Severance Payment"). Said Severance Payment to be paid in a lump sum,
         less applicable taxes and withholding, as required by law, within five
         (5) business days of your termination by Sirenza. For purposes of this
         letter agreement, the phrase "for cause" shall have the same meaning as
         set forth in your employment agreement with Sirenza. In no event will
         we be obligated pay you both the Severance Payment and the Stay Bonus.

Thus, we agree that, effective as of the Closing, our employment relationship
pursuant to the Existing Employment Agreement or otherwise is hereby terminated
by mutual agreement. You further agree on your own behalf, and on behalf of your
respective heirs, family members, executors, and assigns, that you hereby fully
and forever release Vari-L and its officers, directors, employees, investors,
shareholders, administrators, affiliates, divisions, subsidiaries, predecessor
and successor corporations, and assigns, from, and agree not to sue concerning,
any claim, duty, obligation or cause of action relating to any matters of any
kind, whether presently known or unknown, suspected or unsuspected, including
but not limited to claims pursuant to any federal, any state or any local law,
statute, common law or cause of action including, but not limited to, the
federal Civil Rights Act of 1964, as amended; attorney's fees under Title VII of
the federal Civil Rights Act of 1964, as amended, or any other statute,
agreement or source of law; the federal Americans with Disabilities Act of 1990;
the federal Age Discrimination in Employment Act, as amended ("ADEA") as set
forth below; the Family and Medical Leave Act; the Employee Retirement Income
Security Act; Colorado Civil Rights Act; the Equal Pay Act, of 1963, as amended;
tort law; contract law; wrongful discharge; discrimination; harassment; fraud;
misrepresentation; defamation; libel; emotional distress; and breach of the
implied covenant of good faith and fair dealing.

ADEA WAIVER AND RELEASE. You acknowledge that you are knowingly and voluntarily
waiving and releasing any rights you may have under the ADEA, as amended. You
also acknowledge that the consideration given for the waiver and release in the
preceding paragraph hereof is in addition to anything of value to which you were
already entitled. You acknowledge that this waiver and release do not apply to
any rights or claims that may arise after the execution date of this Agreement.
You further acknowledge that you have been advised by this writing, as required
by the ADEA, that (a) you should consult with an attorney prior to executing
this Agreement; (b) you have twenty-one (21) days within which to consider this
Agreement (although you may choose to voluntarily execute this Agreement
earlier) (c) you have seven (7) days following the execution of this Agreement
by the parties to revoke the Agreement; and (d) this Agreement shall not be
effective until the revocation period has expired. Nothing in this Agreement
prevents or precludes you from challenging or seeking a determination in good
faith of the validity of this waiver under the ADEA, nor does it impose any
condition precedent, penalties or costs for doing so, unless specifically
authorized by federal law. The parties acknowledge and agree that revocation by
you of the




ADEA Waiver and Release is not effective to revoke your waiver or release of any
other claims pursuant to this Agreement. Vari-L and you agree that the release
set forth in this section is a complete general release.

Vari-L wishes you the best of luck in the future.

                                                Sincerely,


                                                /s/ CHARLES R. BLAND
                                                -------------------------------
                                                Charles R. Bland
                                                President and CEO
Agreed and Accepted


/s/ DANIEL J. WILMOT
- ---------------------------------
Signature

Daniel J. Wilmot
- ---------------------------------
Printed Name