-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HsfP6pe8donIi8cu0phCqWAksElP2yh4HFONxufE1xIiwtFPC/NkiNxv2XqsBxMv bLOIe6BytQlTTAFeb3Agpw== 0000912057-02-024376.txt : 20020614 0000912057-02-024376.hdr.sgml : 20020614 20020614172225 ACCESSION NUMBER: 0000912057-02-024376 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 9 CONFORMED PERIOD OF REPORT: 20020331 FILED AS OF DATE: 20020614 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SPECTRIAN CORP /CA/ CENTRAL INDEX KEY: 0000925054 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 770023003 STATE OF INCORPORATION: CA FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-24360 FILM NUMBER: 02679968 BUSINESS ADDRESS: STREET 1: 350 W JAVA DR CITY: SUNNYVALE STATE: CA ZIP: 94089 BUSINESS PHONE: 4087455400 MAIL ADDRESS: STREET 1: 350 WEST JAVA DRIVE STREET 2: C/O CORPORATE CONTROLLER CITY: SUNNYVALE STATE: CA ZIP: 94089 10-K 1 a2081860z10-k.htm FORM 10-K
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

(Mark One)

ý	ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended March 31, 2002.
or
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to .

Commission file number: 0-24360

SPECTRIAN CORPORATION
(Exact name of registrant as specified in its charter)

Delaware		77-0023003
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)
350 West Java Drive, Sunnyvale, California		94089
(Address of principal executive office)		(Zip Code)

Registrant's telephone number, including area code: (408) 745-5400

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Name of each exchange on which registered
None		None

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, $.001 par value
Series A Participating Preferred Stock, $.001 par value

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 ý No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ý

The aggregate market value of the voting stock held by non-affiliates of the registrant, based upon the closing sale price of the Common Stock on May 31, 2002 as reported on the Nasdaq National Market, was approximately $149,000,000. Shares of Common Stock held by each executive officer and director and by each person who owns 5% or more of the outstanding Common Stock have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

As of May 31, 2002, registrant had outstanding 11,475,451 shares of Common Stock exclusive of 1,293,700 shares of treasury stock.

SPECTRIAN CORPORATION

INDEX TO
ANNUAL REPORT ON FORM 10-K

FOR YEAR ENDED MARCH 31, 2002

		Page
PART I
Item 1.	Business	3
Item 2.	Properties	14
Item 3.	Legal Proceedings	15
Item 4.	Submission of Matters to a Vote of Security Holders	15
PART II
Item 5.	Market for the Registrant's Common Equity and Related Stockholder Matters	16
Item 6.	Selected Consolidated Financial Data	17
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	18
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	45
Item 8.	Financial Statements and Supplementary Data	47
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	48
PART III
Item 10.	Directors and Executive Officers of the Registrant	49
Item 11.	Executive Compensation	53
Item 12.	Security Ownership of Certain Beneficial Owners and Management	61
Item 13.	Certain Relationships and Related Transactions	69
PART IV
Item 14.	Exhibits, Financial Statement Schedules, and Reports on Form 8-K	70
Signatures		74

PART I

ITEM 1. BUSINESS

This Annual Report on Form 10-K, including the information incorporated by reference herein, includes "forward looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act") and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). These statements include, among other things, statements concerning Spectrian Corporation's ("Spectrian's" or "the Company's") expectations, beliefs, plans, intentions, future operations, financial condition and prospects, and business strategies. The words "may," "will," "continue," "estimate," "project," "intend," "believe," "expect," "anticipate" and other similar expressions generally identify forward-looking statements. Forward-looking statements in this Item 1 include, but are not limited to, those statements regarding the merger with REMEC, Inc., the terms of the Agreement and Plan of Merger and Reorganization by and among REMEC, Inc., Reef Acquisition Corp. and the Company dated as of May 19, 2002, and the expected close of the proposed merger; the expansion of the market for wireless communications due to the installation of wireless telephone networks in several developing countries and due to emerging bi-directional wireless data applications; the new opportunities created by the attempt of traditional mobile communications systems providers to provide high Internet access speeds and the adoption of limited Internet capability by PCS and cellular systems; the growing demand for wireless data equipment in Japan; the increasing demand for amplifier hardware and the price pressures in the power amplifier market; the emergence in the United States and other developed countries of a wireless data service market; the increased use by wireless systems of multicarrier product amplifiers due to lower cost and more compact size of such amplifiers; the effect of the loss or a significant decline in the product orders of a major customer of the Company; the occurrence of future pricing pressures from its customers; the importance of sales outside of the United States; the expected completion date of the transfer of the Company's power amplifier repair and product integration operations to a contract manufacturer; the Company's pricing commitments to OEM customers to achieve manufacturing cost reductions; customers' demanding specifications for the Company's products; the Company's devotion of resources to research and development programs and the Company's success being dependent, in part, upon its ability to retain, attract and motivate highly qualified personnel. There can be no assurance that these expectations will prove to have been correct. Certain important factors that could cause actual results to differ materially from the Company's expectations are disclosed in this Annual Report on Form 10-K, including, without limitation, in the section entitled "Factors Affecting Future Operating Results" in Item 7—Management's Discussion and Analysis of Financial Condition and Results of Operation and this section. All subsequent written and oral forward looking statements by or attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by such factors.

All forward-looking statements included in this document are based on information available to the Company on the date hereof, and the Company assumes no obligation to update any such forward-looking statements. Investors are cautioned that any forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties and that actual results may differ materially from those included within the forward-looking statements as a result of various factors. These forward-looking statements are made in reliance upon the safe harbor provision of The Private Securities Litigation Reform Act of 1995.

General

The Company designs, manufactures and markets high-power radio frequency ("RF") amplifiers for the global wireless communications industry. The Company's power amplifiers support a broad range of transmission standards, including Advanced Mobile Phone Services ("AMPS"), Time Division Multiple Access ("TDMA"), Code Division Multiple Access ("CDMA" and "CDMA2000"), Personal Communications System ("PCS"), Global System for Mobil Communications ("GSM"), Wireless Local Loop ("WLL"), Universal Mobile Telephone Service ("UMTS"), and IMT-2000. Spectrian's power

amplifiers are utilized as part of the infrastructure for both wireless voice and data networks. The Company's power amplifiers boost the power of a signal so that it can reach a wireless phone or other device within a designated geography.

Spectrian sells amplifiers to wireless base station manufacturing companies ("OEMs") and network operators of wireless communications systems. The Company focuses its product offering on high-performance multicarrier amplifiers for the mobile wireless communications market.

Proposed Merger

On May 19, 2002, the Company entered into an Agreement and Plan of Merger and Reorganization (the "Merger Agreement") by and among REMEC, Inc., a California corporation ("REMEC"), Reef Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of REMEC ("Merger Sub") and the Company pursuant to which REMEC will acquire the Company by a merger of Merger Sub with the Company ("the merger"). Upon consummation of the merger, the Company's stockholders will receive approximately $14.00 of REMEC common stock, subject to a collar, or if REMEC chooses, a combination of REMEC common stock and cash. If REMEC elects to pay in cash, it may pay up to $4.00 per share in cash. The remaining payment will be in REMEC common stock, which will be determined based on the average trading price of REMEC common stock for the ten day period ending on the second trading day before the Company's special meeting of stockholders to approve the merger and the Merger Agreement. Spectrian stockholders will also receive cash for any fractional shares of REMEC common stock that they are entitled to receive in the merger.

The parties intend for the merger to be considered a tax-free reorganization under the Internal Revenue Code with respect to the REMEC common stock issued to the Company's stockholders. The Merger Agreement has been approved unanimously by the board of directors of both companies. The merger is expected to close in the quarter ending September 30, 2002 but is subject to a number of conditions including, among other things, approval of the Company's stockholders, approval of REMEC's shareholders and various regulatory approvals and clearances, including those under the Hart-Scott Rodino Antitrust Improvements Act of 1976, as amended, and the Securities Act of 1933, as amended.

Industry Background

The market for cellular, PCS, WLL, UMTS, and other communications services (collectively known as "wireless" services) has grown significantly during the past decade, due to decreasing prices for wireless handsets, increasing competition among network operators and a greater availability of high quality services and RF spectrum. In addition, several developing countries are installing wireless telephone networks as an alternative to installing, expanding or upgrading traditional wireline networks. Emerging bi-directional wireless data applications have the potential to further expand the market for wireless communications by allowing network operators to increase revenue-generating traffic on their networks.

A typical wireless communications system comprises a geographic region containing a number of cells, each of which contains a cell site (or "base station"), which are networked to form a service provider's coverage area. Each base station houses the equipment that sends telephone calls to/from the switching office of the local wireline telephone company and transmits and receives calls to the wireless users within the cell. A base station contains a fixed number of RF channels. In a single carrier system, each separate channel requires a separate transceiver, single channel power amplifier and a tunable cavity filter, feeding an antenna to transmit the outgoing signal to the wireless telephone user. Wireless carriers are actively working to increase system capacity by implementing additional radio carriers to existing base stations, and by adding new radio interface standards such as GSM, GPRS, EDGE, CDMA 1XRTT, and UMTS. In adding new radio traffic, the network operator must increase

the radio frequency power available in the transmission equipment in order to cover the same geographical area. Therefore, the need to increase system capacity has led many wireless base station manufacturers and network operators to procure high power amplifiers which are designed to handle advanced digital communications signal formats.

Wireless carriers' ability to more effectively manage the scarce spectrum resources and accommodate a larger number of subscribers is dependent on their ability to broadcast signals with high "linearity." Linearity is the degree to which amplified signals remain within their prescribed band of the spectrum with low distortion or interference from adjacent channels. In the base station network, RF power amplification is generally the greatest source of signal distortion. Consequently, obtaining RF power amplifiers with high linearity is critical to a service provider's ability to reduce interference levels and thereby increase system capacity. One traditional technique to attain high linearity involves the use of feedforward linearization technology. Feedforward amplifiers are typically highly complex and consume more electrical power than other portions of the base station. In addition, due to the high voltages and temperatures involved, amplifiers are generally less reliable than the other circuits in a wireless base station. Therefore, differentiation in the amplifier marketplace is often based on the cost, efficiency, and reliability of the amplifier products. Substantial investment and technical expertise are required to design and manufacture single and multicarrier RF power amplifiers with high linearity, low cost, high efficiency and high reliability; all of which are critical to the network and the service.

An emerging trend in the wireless communications industry is the convergence of Internet high speed access with mobile and fixed wireless systems. Cellular and PCS systems are currently adopting limited Internet capability, and many traditional mobile communications systems providers are attempting to provide high Internet access speeds which, Spectrian anticipates, will create opportunities for new systems to gain market acceptance. Spectrian has been involved in initial deployments of early wireless Internet systems such as CDMA2000 or 1xRTT systems in Korea and the United States, wireless local loop systems, and field trials of HDR systems. Initial consumer acceptance of wireless Internet services in Japan has indicated a growing demand for wireless data equipment.

The growth of infrastructure equipment purchases is, however, impacted by the industry's focus on price reductions. Cellular Telecommunications Industry Association ("CTIA") indicates that minutes of use are increasing by more than 30% per year; however, the average revenue per wireless user has been flat or declined. Competition between network operators for subscribers is significant and influenced by subscriber plans that include a single rate, free long distance, no roaming charges and free minutes of use. This pricing pressure extends to the equipment manufacturers, including suppliers of amplifiers and components. Therefore the demand for amplifier hardware is growing rapidly but the power amplifier market experiences severe price pressures.

The Spectrian Solution

Spectrian designs, manufactures and markets highly linear RF power amplifiers that seek to address the needs of wireless infrastructure "OEMs" and network operators. The Company's amplifiers provide significant advantages to its customers, including:

High Linearity and Efficiency. The Company has developed the multiple technological competencies and disciplines required to achieve high linearity and efficiency in its amplifiers. These competencies and disciplines include thermal and mechanical packaging design, advanced circuit design, linear correction technologies, advanced signal processing techniques, control systems and computer aided design and modeling. Spectrian believes that the high degree of linearity of the Company's power amplifiers enables its customers to furnish wireless services with high capacity base station equipment at low capital cost per subscriber. In addition, Spectrian believes that the high efficiency of the Company's power amplifiers reduce its customers' operating costs by reducing requirements for air conditioning

and other heat removal equipment, as well as reducing the network operator's recurring electricity costs.

Time to Market and Volume Manufacturing. The Company's design processes aid it in addressing wireless infrastructure equipment suppliers' quantity and time to market requirements for power amplification products. The Company designs its amplifiers to be manufactured in high volumes at low cost. Power amplifiers have historically been difficult to manufacture in high volumes due to the labor intensive nature of the manufacturing process and the complexities of RF power technology. The Company believes that its experience with automated testing, which is faster than manual testing with replicable results, enables the Company to transfer manufacturing to outsource partners in lower cost areas of the world and to achieve high volume at low cost.

Standards Independence. The Company's technologies support the major wireless modulation standards, and its multicarrier power amplifiers support several standards simultaneously, including 3G modulation standards. The Company believes that this breadth of product functionality is important to wireless network operators as they upgrade their cellular infrastructure equipment and implement digital systems in an environment characterized by evolving industry standards and new spectrum allocation.

Quality and Reliability. The Company strives to design its power amplifiers to be reliable in the field. The Company's integrated design and manufacturing processes are important factors contributing to its ability to develop and produce reliable power amplifiers. In order to further address customer requirements for power amplifier quality and reliability and to ensure process quality control, the Company has implemented a continuous process improvement program throughout its operations and the Company is ISO 9001 certified.

Multicarrier Functionality. The Company develops and supplies multicarrier amplifiers that integrate the functions of multiple single carrier power amplifiers into a single unit, while simultaneously eliminating the need for certain filters and/or combiners. The Company believes the ability of its multicarrier products to combine multiple digital and analog channel schemes enables carriers to maintain backward compatibility as they add digital transmission and implement dynamic channel allocation solutions. In addition, high efficiency multicarrier units can reduce network operators' equipment and maintenance costs and space requirements, thereby lowering the total costs of ownership.

Markets

Wireless systems have historically employed analog transmission formats, certain of which have been adopted as industry standards. The need to accommodate a growing wireless customer base within a finite amount of spectrum has, however, encouraged a worldwide transition from analog standards to various digital technologies which are significantly more efficient. Current analog standards include AMPS, Total Access Communications System ("TACS") and Nordic Mobile Telephone ("NMT"). Current digital standards include TDMA, GSM and EDGE, CDMA (IS-95A and B), CDMA 2000 (1xRTT), HDR (1xEV-DO) UMTS, IMT-2000, and Personal Digital Cellular ("PDC").

The following chart illustrates these existing and developing standards for wireless communications, and the shaded areas represent markets and/or regions served and standards supported by the Company's current product offerings.

	Major Wireless Standards by Region (frequencies in MHZ)
	Americas	Europe	Asia Pacific	Japan
	(MHZ)	(MHZ)	(MHZ)	(MHZ)
Analog Cellular	AMPS (800)	NMT (450, 900) TACS (900) AMPS (800)	NMT (450, 900) TACS (900) AMPS (800)	NTT (800) JTACS (800)
Digital Cellular	CDMA (800) TDMA (800) GSM (800) EDGE	GSM (900) EDGE	CDMA (800, 900) CDMA 2000 (800, 1900) GSM (900) EDGE TDMA (450, 800)	PDC (1500) JDC (800) CDMA (800) HDR
PCS	CDMA (1900) CDMA 2000 (800, 1900) TDMA (1900) GSM (1900) EDGE	GSM (1800) EDGE	CDMA(1900)&(1800) CDMA 2000 (800, 1900) GSM (1800) EDGE	PHS (1900)
Wideband 3G & WCDMA	CDMA (800) CDMA (1900) WCS (2.3 GHz)	UMTS (2.1 GHz)	IMT-2000 (2.1 GHz) Korean WLL (2.4 GHz)	IMT-2000 (2.1 GHz) CDMA (1xRTT) CDMA (1xEV-DO)

The Company believes that the potential for wireless communications in countries without reliable or extensive wireline systems may be significant. The cost of building and maintaining a wireless network is generally less than the cost of building and maintaining a comparable wireline network. Thus, in many less developed countries, wireless service may be the primary service platform for both mobile and fixed telecommunications. In addition, if technological advances and price decreases continue to occur, a market in the United States and other developed countries for wireless data service may emerge.

Products

The Company designs highly linear power amplifiers that address the specific requirements of its customers and the market. The Company's product strategy is to support multiple wireless systems and standards.

Most existing installed wireless systems use lower cost single carrier power amplifiers. The following table provides a list of the standards for single carrier amplifiers offered by the Company:

Spectrian Single Carrier Amplifier Configurations
Standard		Frequency (MHZ)	Power (Watts)
Analog Cellular:
AMPS, CDPD		869-894	45
Digital Cellular:
	TDMA	869-894	50
	GSM	925-960	30
PCS:
	GSM 1800	1805-1880	30
	CDMA	1930-1990	17
	GSM 1900	1930-1990	30

While many existing wireless systems use single carrier power amplifiers, the Company believes that more wireless systems will use multicarrier power amplifiers in the future due to the lower cost and more capacity of multicarrier amplifier products. To meet this potential market trend, the Company has focused its development efforts on multicarrier amplification products. The following table provides a list of the standards for multicarrier amplifiers offered by the Company:

Spectrian Multicarrier Amplifier Configurations
Standard	Frequency (MHZ)	Power (Watts)	Typical Linearity (dBc)*
AMPS TDMA CDPD CDMA/1xRTT/1xEV-DO GSM/GPRS/EDGE UMTS	840-894	30-500	-65
CDMA CDMA/1xRTT/1xEV-DO UMTS	1805-1990	30-75	-58
TDMA CDMA/1xRTT/1xEV-DO GSM/GPRS/EDGE UMTS	1930-1990	30-80	-65
CDMA/1xRTT/1xEV-DO IMT-2000/UMTS	2110-2170	30-60	-60

*Carrier to Intermodulation Distortion Ratio.

The Company's amplifiers can be configured as either separate plug-in amplifier units or integrated subsystems and range in price from approximately $400 to $130,000. A basic amplifier unit consists of a set of semiconductor power transistors, which boost the power of radio-frequency signals, circuitry to bias and adapt the transistors to interface with other electronics, and a metal heat sink. A power amplifier subsystem consists of multiple electronic subassemblies and adds signal processing to enhance linearity. The Company offers subsystem products and often integrates multiple subsystems into cabinets and sub-racks which provide amplification for a multi-sector base station. The Company's products are integrated into base station systems designed and/or manufactured by OEM base station suppliers, and therefore must be engineered to be compatible with industry standards, as well as customer specifications including frequency, power and linearity.

OEM and Network Operator Customers, Sales and Marketing

Network operators obtain their equipment from a concentrated group of large wireless infrastructure OEMs. According to Allied Business Intelligence, Lucent Technologies, Inc. ("Lucent"), Ericsson Wireless Communications, Inc. ("Ericsson"), Hitachi, Ltd. ("Hitachi") Japan Radio Co. Ltd., Matsushita Electric Industrial Co., Ltd. (doing business as "Panasonic"), Motorola Corporation ("Motorola"), LG Information and Communications Limited ("LGIC"), Siemens AG ("Siemens"), Samsung Electronics Co., Ltd. ("Samsung"), Nortel, and Nokia OY ("Nokia") supplied over 80% of the wireless infrastructure equipment installed worldwide in 2001. Many of these OEMs manufacture most of their base station components, including the power amplifier, internally. In response to competition and as the performance requirements of certain components increase, many of these OEMs have begun to outsource some of their power amplifier manufacturing to companies like Spectrian. To succeed in capturing orders from these OEMs, independent power amplifier suppliers must rapidly bring to market products that are highly linear, can be produced in volume cost-effectively, support multiple standards and are reliable in the field.

The Company sells power amplifiers to a limited number of OEMs in North America, Europe and Asia principally through its direct sales organization. Other current customers include wireless network operators such as Cingular and Verizon. As network operators upgrade their wireless base stations, they often work directly with independent power amplifier manufacturers to ensure new products are compatible with their existing network, support increased coverage areas, and provide high linearity. During fiscal 2002, Nortel, Samsung and Verizon accounted for approximately 47%, 24% and 12% of net revenues, respectively. Also during the second half of fiscal 2002, Cingular accounted for 16% of net revenues. During fiscal 2001, Nortel, Verizon and Samsung accounted for approximately 59%, 18%, and 13% of net revenues, respectively. During fiscal 2000, Nortel accounted for approximately 72% of net revenues. Revenue with Nortel includes both Nortel Networks Corporation and Guangdong Nortel Telecommunications Equipment Ltd., ("GDNT"), a joint venture between Nortel and Chinese local companies.

Furthermore, a substantial portion of revenues from Nortel in the past has resulted from sales of a limited number of the Company's single carrier products. The Company's business, financial condition and results of operations have been materially adversely affected in the past by anticipated orders failing to materialize and by deferrals or cancellations of orders as a result of changes in customer requirements. The Company and Nortel have a supply agreement, renegotiated annually, pursuant to which Nortel commits to purchase a certain volume of its annual power amplifier requirements for specified prices from the Company. This agreement allows Nortel to change the product mix requirements, which can significantly affect the Company's gross margins, and to change requested delivery dates without significant financial consequences to Nortel. In addition, the Company's sales to Verizon, Samsung and Cingular are generally made on the basis of purchase orders rather than long-term purchase commitments and any of these customers may cancel or defer their purchase orders without advanced notice to the Company. The Company's contractual relationships with its major customers may adversely affect the Company's ability to efficiently manage production schedules and inventory levels and to accurately forecast product sales. There can be no assurance that the Company will not experience such fluctuations in the future.

The wireless communications market is characterized by volatile swings in production run rates based on the capital spending of wireless network operators in the deployment and upgrade of their systems. The supply agreements and purchase orders from network operators do not generally commit the network operators to purchase quantities and allow them to change requested delivery dates without significant financial consequences. Wide fluctuations in production volumes and delivery dates have impacted Spectrian's inventory levels and revenue levels during the past five years. There can be no assurance that the Company will not experience such fluctuations in the future. If the Company is unable to find customers to generate demand for its new products, the Company's revenues may be materially adversely affected. If the Company were to lose Nortel, Verizon, Samsung, Cingular or any other major customer, or if orders by Nortel, Verizon, Samsung, Cingular or any other major customer were to otherwise materially decrease either in unit quantity or in price, the Company's business, financial condition and results of operations would be materially adversely affected.

The merchant market for the Company's products is becoming increasingly competitive. The Company sells its power amplifier products in several countries where its competitors are already well established as suppliers. The Company competes with several merchant amplifier manufacturers for business from Nortel, Verizon, Samsung and Cingular. Major manufacturers of wireless communications equipment have elected to enter the merchant amplifier business and compete directly with the Company. In 2001, Lucent formed and spun out Celiant, which entered the merchant amplifier market. In June 2002, Andrew acquired Celiant. This competition has resulted in, and will continue to result in reduced average selling prices for the Company's products, which accordingly will negatively impact gross margins. See "Management's Discussion and Analysis of Financial Condition and Results of

Operations ("MD&A")—Factors Affecting Future Operating Results—Risks Related to Ongoing Operations—Customer Concentration; Dependence on Nortel, Verizon, Samsung and Cingular."

Sales and Marketing

The Company employs a customer focused, team based direct sales approach to satisfy the power amplification needs of its customers. Sales to large OEM customers require close account management by Company personnel and relationships at multiple levels of its customers' organizations, including management, engineering and purchasing personnel. In addition, the Company's application specific amplification products require experienced sales personnel to match the customer's amplification requirements to the Company's product capabilities. The Company believes that close technical collaboration with the customer during the design phase of new wireless infrastructure equipment is critical to the integration of its amplification products into the new equipment. This allows the Company's engineering personnel to work closely with their counterparts at the OEM customer to assure compliance of the Spectrian product to the customer's specification.

As part of the effort to diversify its product base, the Company began to sell multicarrier amplifier systems (including filters and combiners) directly to network operators in fiscal 1997. The Company recognizes that these sales may be in conflict with potential or current OEM sales and is willing to work with its OEM equipment suppliers so that the service provider receives a Spectrian power amplifier system directly or through the OEM. There can be no assurance that the Company's direct sales to network operators will not cause its OEM equipment suppliers to reduce orders or terminate their relationship with the Company. Any such reduction or termination could have a material adverse effect on the Company's business, financial condition and results of operations.

The Company has located sales and support personnel throughout the United States and in South Korea and China. The Company has sales personnel in Brazil and Europe. The Company also markets its products with the assistance of independent sales representatives in various parts of the world. The Company has entered into contracts with independent sales representatives to market the Company's products in the United States, Canada, Austria, Finland, France, Germany, Italy, Sweden, Switzerland, Argentina, Brazil, Colombia, Chile, Venezuela and Japan. The Company continuously evaluates whether to establish direct sales forces or to utilize independent representatives in a particular region or for a given potential customer depending upon the scope of potential sales opportunities. Sales outside of the United States represented 66%, 78% and 87% of net revenues in fiscal 2002, fiscal 2001 and fiscal 2000, respectively. Sales outside of the United States are primarily denominated in U.S. dollars in order to reduce the risks associated with the fluctuations of foreign currency exchange rates. The Company expects that sales outside of the United States will continue to account for a significant portion of its revenues.

Manufacturing

In September 2000, the Company completed the transfer of its power amplifier production to a contract manufacturer located in Thailand on a turnkey basis. In the first quarter of fiscal 2002, the Company began transferring its power amplifier repair and product integration operations to the same contract manufacturer and anticipates that the transfer will be completed in June 2002. In calendar 2001, the financial strength of this contract manufacturer may have become impaired due to the declaration of bankruptcy by its U.S. parent corporation. Also during fiscal 2002, the Company transferred the production of a lower volume single carrier GSM product to a second contract manufacturer in Taiwan and Wuxi, China. In the future, the Company intends to subcontract MCPA products to this second contract manufacturer. The Company utilizes contract manufacturing to decrease the Company's manufacturing overhead and costs of its products, to increase flexibility to respond to fluctuations in product demand and to leverage the strengths of the contract manufacturer's focus on high volume, high quality manufacturing. In addition, the Company has introduced multiple

products based on a common set of parts, in order to reduce the risk of future excess and obsolete inventory. At all manufacturing locations, all of the Company's products receive extensive in-process and final quality inspections and tests. The Company maintains responsibility for qualification of components, assembly processes and test procedures.

Demands from its customers drive the Company to frequently introduce and rapidly expand manufacturing volumes of its new products. This has caused the Company to experience high materials and manufacturing costs, including high scrap and material waste, significant material obsolescence, labor inefficiencies and overtime expenses, inefficient material procurement and an inability to realize economies of scale. These high manufacturing costs and production interruptions have had an adverse effect on the Company's results of operations. In addition, the Company has made and expects to continue to make pricing commitments to OEM customers in anticipation of achieving manufacturing cost reductions from both product redesign and manufacturing improvements obtained from its contract manufacturers. There can be no guarantee that the Company's common platform or other manufacturing strategies will eliminate excess and obsolete inventory and improve production costs.

The Company expects that its customers will continue to establish demanding specifications for quality, performance and reliability that must be met by the Company's products. Products as complex as those offered by the Company often encounter development delays and may contain undetected defects or failures when first introduced or after commencement of commercial shipments. The Company has from time to time in the past experienced product quality, performance or reliability problems. In addition, multicarrier power amplifiers have a higher statistical probability of malfunction than single carrier power amplifiers because of their greater complexity. See "MD&A—Factors Affecting Future Operating Results—Risk Related to Ongoing Operations—Product Quality, Performance and Reliability."

The Company attempts to utilize standard parts and components that are available from multiple vendors. However, certain components used in the Company's products are currently available only from single sources, and other components are available from only a limited number of sources. Despite the risks associated with purchasing components from single sources or from a limited number of sources, the Company has made the strategic decision to select single source or limited source suppliers in order to obtain lower pricing, receive more timely delivery and maintain quality control. After the sale of UltraRF to Cree, Inc. ("Cree") in December 2000, the Company no longer manufactures LDMOS RF semiconductors, which are one critical component in the Company's power amplifier products. Concurrent with the sale of UltraRF, the Company and Cree entered into a Purchase and Supply agreement, under which the Company was obligated as of December 29, 2000 to purchase from Cree an aggregate of $58 million of semiconductors, with quarterly purchase commitments through December 2002. In October 2001 and April 2002, the Purchase and Supply Agreement was amended to reduce the aggregate purchase commitment to $54.8 million and to extend the quarterly purchase commitments through June 2003. As of March 31, 2002, the remaining purchase commitment is $21.3 million. Consequently, Cree is the Company's sole source vendor of certain bipolar and LDMOS RF power semiconductors. If the Company were unable to obtain sufficient quantities of components, or if the Company were to experience an unusually high amount of defects in the Cree semiconductors, delays or reductions in product shipments could occur which would have a material adverse effect on the Company's business, financial condition and results of operations. See "MD&A—Factors Affecting Future Operations—Risk Related to Future Operations—Sole or Limited Sources of Materials and Services."

Research and Development

The Company's research and development organization designs high performance, low cost, highly manufacturable power amplifiers. The Company's research and development organization focuses on rapid development of new power amplifiers that are manufacturable in large volumes at low cost. The

research and development organization creates new product platforms and leverages existing ones, reuses existing circuit topologies and introduces into production new correction, control and amplification concepts created by the research and development organization. The Company uses an automated design environment to model amplifiers. This design environment, together with the Company's modular product architecture and configurable core technologies, allow the Company to define, develop and deliver on a timely basis the new and enhanced products demanded by its OEM customers.

The Company usually develops and refines new technologies internally. However, if an opportunity exists to purchase or license technology that will provide a competitive or cost advantage to its products or shorten the design time of such products, the Company will license or purchase that technology. The Company historically has devoted a significant portion of its resources to research and development programs and expects to continue to do so. The Company's research and development expenses were $23.8 million, $20.8 million, and $22.5 million for fiscal 2002, fiscal 2001 and fiscal 2000, respectively. See "MD&A—Factors Affecting Future Operating Results—Risk Related to Ongoing Operations—Risks of Licensed or Acquired Technologies."

Competition

The Company's principal competitors in the market for wireless amplification products provided by merchant suppliers currently include Andrew, Celiant, Fujitsu Limited ("Fujitsu"), Japan Radio Co. Ltd., Mitsubishi Corporation ("Mitsubishi"), REMEC, Inc. ("REMEC"), Panasonic, Paradigm Communications, Inc., and Powerwave. Certain of these competitors have, and potential future competitors could have, substantially greater technical, financial, marketing, distribution and other resources than the Company and have, or could have, greater name recognition and market acceptance of their products and technologies. No assurance can be given that the Company's competitors will not develop new technologies or enhancements to existing products or introduce new products that will offer superior price or performance features compared to the Company's products. To the extent that OEMs increase their reliance on external sources for their power amplification needs, more competitors could be attracted to the market. The Company expects its competitors to offer new and existing products at prices necessary to gain or retain market share. The Company has experienced significant price competition, which has in the past affected gross margins. Certain of the Company's competitors have substantial financial resources which may enable them to withstand sustained price competition or downturns in the power amplification market. There can be no assurance that the Company will not be subject to increased price competition or that the Company will be able to compete successfully in the future. See "MD&A—Factors Affecting Future Operating Results—Risk Related to Ongoing Operations—Internal Amplifier Design and Production Capabilities of OEMs" and "Market for the Company's Products is Highly Competitive."

The Company believes that a majority of the present worldwide production of power amplifiers is captive within the manufacturing operations of wireless equipment OEMs, many of which have chosen not to purchase amplifiers from outside suppliers. Wireless equipment OEMs that purchase a portion of their power amplifier requirements from merchant suppliers may discontinue or reduce purchases from outside suppliers. In addition, these manufacturers could decide to sell amplifiers to other wireless equipment OEMs and network operators in direct competition with merchant suppliers. If this should occur, the competition for power amplifiers would significantly increase and could have a material adverse effect on the Company's business, financial condition and results of operations.

The markets in which the Company and its OEM customers compete are characterized by rapidly changing technology, evolving industry standards and continuous improvements in products and services. In particular, because the Company's strategy of rapidly bringing to market products customized for numerous and evolving modulation standards requires developing and achieving volume production of a large number of distinct products, the Company's ability to rapidly design and produce

individual products for which there is significant OEM customer demand will be a critical determinant of the Company's future success. A softening of demand in the markets served by the Company or a failure of a modulation standard in which the Company has invested substantial development resources may have a material adverse effect on the Company's business, financial condition and results of operations. No assurance can be given that the Company's product development efforts will be successful, that its new products will meet customer requirements and be accepted or that its OEM customers' product offerings will achieve customer acceptance with significant volumes to provide an adequate return of the Company's research and development investment. If a significant number of development projects, including the Company's new multicarrier products, do not result in substantial volume production or if technologies or standards supported by the Company's or its customers' products become obsolete or fail to gain widespread commercial acceptance, the Company's business may be materially adversely affected. See "MD&A—Factors Affecting Future Operating Results—Risk Related to Ongoing Operations—Internal Amplifier Design and Production Capabilities of OEMs" and "Market for the Company's Products is Highly Competitive."

Patents and Proprietary Technology

The Company's ability to compete successfully and achieve future revenue growth will depend, in part, on its ability to protect its proprietary technology and operate without infringing the rights of others. The Company has a policy of seeking patents on inventions resulting from its ongoing research and development activities. There can be no assurance that the Company's pending patent applications will be allowed or that the issued or pending patents will not be challenged or circumvented by competitors. Notwithstanding the Company's active pursuit of patent protection, the Company believes that the success of its business depends more on the collective value of its patents, specifications, computer aided design and modeling tools, technical processes and employee expertise. The Company has been awarded 25 United States patents and 2 foreign patents, has 4 United States patents and 1 foreign patent that have been allowed and has 6 United States patent and 22 foreign patent applications pending. The data presented excludes 20 United States patents and 4 foreign patents that were awarded to the Company and assigned to Cree at the time of the sale of UltraRF, to which the Company has been granted a royalty-free license. The Company generally enters into confidentiality and nondisclosure agreements with its employees, suppliers, OEM customers, and potential customers and limits access to and distribution of its proprietary technology. However, there can be no assurance that such measures will provide adequate protection for the Company's trade secrets or other proprietary information, or that the Company's trade secrets or proprietary technology will not otherwise become known or be independently developed by competitors. The failure of the Company to protect its proprietary technology could have a material adverse effect on its business, financial condition and results of operations. See "MD&A—Factors Affecting Future Operating Results—Uncertain Protection of Intellectual Property."

The communications equipment industry is characterized by vigorous protection and pursuit of intellectual property rights or positions, which have resulted in significant and often protracted and expensive litigation. Although there is currently no pending intellectual property litigation against the Company, the Company or its suppliers may from time to time be notified of claims that the Company may be infringing patents or other intellectual property rights owned by third parties. If it is necessary or desirable, the Company may seek licenses under such patents or other intellectual property rights. However, there can be no assurance that licenses will be offered or that the terms of any offered licenses will be acceptable to the Company. The failure to obtain a license from a third party for technology used by the Company or otherwise secure rights to use such technology could cause the Company to incur substantial liabilities, to suspend the manufacture of products or expend significant resources to develop noninfringing technology. There can be no assurance that the Company would be successful in such development or that such licenses would be available on reasonable terms, if at all. In the event that any third party makes a successful claim against the Company or its customers and

either a license is not made available to the Company on commercially reasonable terms or a "design around" is not practicable, the Company could be required to pay substantial damages, to indemnify its customers, to cease the manufacture, use and sale of infringing products, to expend significant resources to develop noninfringing technology, to discontinue the use of certain processes or to obtain licenses to the infringing technology. See "MD&A—Factors Affecting Future Operating Results—Risk Related to Ongoing Operations—Risk of Third Party Claims of Infringement."

Furthermore, the Company may initiate claims or litigation against third parties for infringement of the Company's proprietary rights or to establish the validity of the Company's proprietary rights. Litigation by or against the Company could result in significant expense to the Company and divert the efforts of the Company's technical and management personnel, whether or not such litigation results in a favorable determination for the Company. In the event of an adverse result in any such litigation, the Company's business, financial condition and results of operations would be materially adversely affected. See "MD&A—Factors Affecting Future Operating Results—Risk Related to Ongoing Operations—Risk of Third Party Claims of Infringement."

Backlog

The Company does not believe that its backlog as of any particular date is representative of actual sales for any succeeding period. As part of the Company's close working relationships with its major customers, such customers expect the Company to respond quickly to changes in the volume and delivery schedule of their power amplifiers, and if necessary, to inventory products at the Company's facilities for just-in-time delivery. Therefore, although contracts with such customers typically specify aggregate dollar volumes of products to be purchased over an extended time period, such contracts also provide that scheduled shipment dates of particular volumes are generally released to the Company only a few days or weeks prior to the actual required delivery dates. In addition, these delivery schedules are shorter than the Company's manufacturing cycle time, which have required the Company to commit working capital to build and hold inventory and to take significant excess and obsolete inventory risks. The Company's customers may also cancel or defer orders without significant penalty.

Employees

As of March 31, 2002, the Company had a total of 257 employees. The Company's future success will depend, in part, on its ability to continue to attract, retain and motivate highly qualified technical and management personnel. None of the Company's employees is represented by a collective bargaining agreement, nor has the Company experienced any work stoppage. The Company considers its relations with its employees to be good.

ITEM 2. PROPERTIES

The Company's principal administrative and engineering facilities are located in one building of approximately 91,400 square feet in Sunnyvale, California. In connection with the sale of UltraRF in December 2000, the Company subleased another building of approximately 49,600 in Sunnyvale, California, to Cree for a term of 11 years (with three options to extend the lease for up to an additional fifteen years) under substantially the same terms and conditions as the Company's lease. In November 1996, the Company entered into several agreements in connection with a transaction with respect to these two properties. Pursuant to these agreements, the Company sold these properties to SPEC (CA) QRS 12-20, Inc. ("SPEC"), and pursuant to the terms of a lease agreement, SPEC agreed to lease these properties to the Company for a term of 15 years (with three options to extend the lease for up to an additional fifteen years). This lease agreement also provides that the Company shall have the right of first refusal to purchase the properties from SPEC upon the occurrence of certain conditions.

During the third quarter of fiscal 2001, the Company signed an agreement to lease a facility of approximately 13,400 square feet in Folsom, California, commencing in the first quarter of fiscal 2002 and terminating in April 2008. This facility is used for research and development functions.

In the first quarter of fiscal 2001, the Company entered into an agreement to lease 12,000 square feet of development and manufacturing space for its engineering design center in Quincy, Illinois. Pursuant to the terms of the lease agreement, the Company has agreed to lease this property for a term of two years (with two options to extend the lease for up to an additional four years) from May 2000 and this lease expired in April 2002. In the first quarter of fiscal 2003, the Company extended this lease for one year.

In 1998, the Company entered into an operating lease for an ancillary 40,000 square foot manufacturing facility in Rocklin, California for a sixty month lease term expiring in June 2003. During the second quarter of fiscal 2000, the Company subleased its Rocklin facility to The Gap, Inc. for the remainder of the Company's lease term.

In the fourth quarter of fiscal 2002, the Company renewed for one year its lease of approximately 21,500 square feet of a facility in Seoul, South Korea for administrative, development, manufacturing and repair functions for the Asia Pacific region which expires in February 2003.

ITEM 3. LEGAL PROCEEDINGS

A putative class action lawsuit was filed in the Superior Court of the State of California, County of Santa Clara on May 28, 2002, captioned Vogel v. Shaner, et al., Case No. CV808140. The complaint names six of the Company's directors and its chief executive officer as defendants. In the complaint, the Plaintiff alleges that the defendants violated their fiduciary duties owed to the Company's stockholders, including their duties of loyalty, good faith and independence, by engaging in self-dealing in the merger transaction with REMEC. This violation allegedly stemmed from the defendants' failure to properly value the Company in the merger and due to conflicts of interest. The Plaintiff purportedly brought his action on behalf of Company stockholders who are or would be harmed by the alleged conduct. The case seeks declaratory, injunctive and other forms of relief. The Company and the defendant directors and officer believe the lawsuit is without merit and intends to defend the case vigorously.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Not applicable.

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS

(a) Market Information

The Company's Common Stock has been traded on the Nasdaq National Market tier of the Nasdaq Stock Market under the trading symbol "SPCT" since August 4, 1994. The following table sets forth for the period indicated the high and low sale prices for the Common Stock, as reported by the Nasdaq National Market.

		High		Low
Fiscal Year Ended March 31, 2002
	Fourth Quarter	$	16.700	$	11.030
	Third Quarter	$	11.850	$	8.240
	Second Quarter	$	16.480	$	9.720
	First Quarter	$	19.300	$	9.810

		High		Low
Fiscal Year Ended March 31, 2001
	Fourth Quarter	$	24.750	$	12.031
	Third Quarter	$	19.563	$	11.688
	Second Quarter	$	20.250	$	12.813
	First Quarter	$	22.500	$	13.438

The reported last sale price of the Company's Common Stock on the Nasdaq National Market on May 31, 2002 was $12.97. The approximate number of holders of record of the shares of the Company's Common Stock was 193 as of May 31, 2002. This number does not include stockholders whose shares are held in trust by other entities. The actual number of stockholders is greater than this number of holders of record. Based on the number of annual reports requested by brokers, the Company estimates that it has approximately 6,000 beneficial owners of its Common Stock.

The Company has never paid any cash dividends on its Common Stock and does not anticipate paying cash dividends in the foreseeable future. The Company has entered into a bank line of credit and the Company's agreement with such lender prohibits the payment of cash dividends without the prior written consent of the lender.

(b) Report of offering securities and use of proceeds therefrom

Not applicable.

ITEM 6: SELECTED CONSOLIDATED FINANCIAL DATA

			Fiscal Year Ended March 31,
			2002			2001			2000			1999			1998
			(in thousands, except per share data)
Statement of Operations Data:
NET REVENUES			$	103,782		$	179,752		$	163,567		$	99,331		$	168,798

COSTS AND EXPENSES:
	Cost of revenues			101,188			145,055			129,998			96,880			132,684
	Research and development			23,763			20,762			22,488			26,735			18,644
	Selling, general and administrative			18,462			21,602			19,337			16,315			13,014
	Restructuring(1)			686			(100	)		1,032			—

		Total costs and expenses		144,099			187,319			172,855			139,930			164,342

OPERATING INCOME (LOSS)				(40,317	)		(7,567	)		(9,288	)		(40,599	)		4,456
INTEREST INCOME				3,417			2,850			3,344			4,540			4,045
INTEREST EXPENSE				(13	)		(162	)		(473	)		(853	)		(710	)
OTHER INCOME, NET(2)				16,347			18,371			624			—			1,530

INCOME (LOSS) BEFORE INCOME TAXES				(20,566	)		13,492			(5,793	)		(36,912	)		9,321
INCOME TAXES				301			12			30			59			399

INCOME (LOSS) BEFORE CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE				(20,867	)		13,480			(5,823	)		(36,971	)		8,922
CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE—ADOPTION OF SFAS 133				494			—			—			—			—

NET INCOME (LOSS)			$	(20,373	)	$	13,480		$	(5,823	)	$	(36,971	)	$	8,922

NET INCOME (LOSS) PER SHARE(3):
	Basic income (loss) per share before cumulative effect of change in accounting principle		$	(1.80	)	$	1.21		$	(0.56	)	$	(3.50	)	$	0.90
	Cumulative effect of change in accounting principle			0.04			—			—			—			—

	Basic net income (loss) per share		$	(1.76	)	$	1.21		$	(0.56	)	$	(3.50	)	$	0.90

	Diluted income (loss) per share before cumulative effect of change in accounting principle		$	(1.80	)	$	1.19		$	(0.56	)	$	(3.50	)	$	0.83
	Cumulative effect of change in accounting principle			0.04			—			—			—			—

	Diluted net income (loss) per share		$	(1.76	)	$	1.19		$	(0.56	)	$	(3.50	)	$	0.83

SHARES USED IN COMPUTING PER SHARE AMOUNTS:(3)
	Basic			11,543			11,113			10,426			10,568			9,881

	Diluted			11,543			11,343			10,426			10,568			10,701

	March 31,
	2002		2001		2000		1999		1998
	(in thousands)
Balance Sheet Data:
Working capital	$	87,561	$	104,936	$	79,400	$	72,399	$	117,478
Total assets		154,765		188,023		131,275		128,412		175,051
Debt and capital lease obligations, net of current portion		—		—		1,351		4,899		5,912
Total stockholders' equity	$	100,339	$	98,502	$	98,985	$	95,968	$	144,342

(1): See Note 14 of Notes to Consolidated Financial Statements herein for details of the restructuring.
(2): See Note 2 of Notes to Consolidated Financial Statements herein regarding the sale of UltraRF.
(3): Basic net income (loss) per share is computed by dividing net income (loss) available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted net income (loss) per share is computed using the weighted average number of common and potentially dilutive common shares outstanding during the period using the treasury stock method. Potentially dilutive common shares include the effect of stock options.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements include, among other things, statements concerning our expectations, beliefs, plans, intentions, future operations, financial condition and prospects, and business strategies. The words "may," "will," "continue," "estimate," "project," "intend," "believe," "expect," "anticipate," and other similar expressions generally identify forward-looking statements. Forward-looking statements in this Item 7 include, but are not limited to, statements regarding the following: the terms and expected timing of the merger with REMEC; the impact on the Company of a loss of a major OEM customer; the Company's expectations of sales outside of the United States as a percentage of future revenues; the impact of currency fluctuations on future revenues; the expected timing of completion of the transfer of all remaining repair and product integration operations; competition's affect on the Company's average selling prices and gross margins; the effect on the Company's accounts receivable on account of a significant change in the liquidity or financial condition of a major customer; the consequences of overvaluing or undervaluing the Company's inventory; the consequences of a significant increase in product returns or costs of repairs; gross margin as a percentage of net revenues in the future; spending on new product initiatives in the future; the number of employee terminations due to restructuring; the expected timing of completion of the restructuring; the Company's continued evaluation and recording of its net deferred tax asset; the anticipated spending for capital additions for the next twelve months; the sufficiency of the Company's available resources to meet cash requirements and the factors which will determine the Company's future cash requirements. There can be no assurance that these expectations will prove to have been correct. Certain important factors that could cause actual results to differ materially from the Company's expectations are disclosed in this Annual Report on Form 10-K, including, without limitation, in the section entitled "Factors Affecting Future Operating Results" in this Item 7. All subsequent written and oral forward looking statements by or attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by such factors.

Overview

Spectrian Corporation ("Spectrian" or the "Company") designs, manufacturers and markets high-power radio frequency ("RF") amplifiers, for the global wireless communications industry. The Company's power amplifiers support a broad range of transmission standards, including Advanced Mobile Phone Services ("AMPS"), Time Division Multiple Access ("TDMA"), Code Division Multiple Access ("CDMA" and "CDMA2000"), Personal Communications System ("PCS"), Global System for Mobil Communications ("GSM"), Wireless Local Loop ("WLL"), Universal Mobile Telephone Service ("UMTS") and IMT-2000. Spectrian's power amplifiers are utilized as part of the infrastructure for both wireless voice and data networks. The Company's power amplifiers boost the power of a signal so that it can reach a wireless phone or other device within a designated geography.

Company's stockholders will receive approximately $14.00 of REMEC common stock, subject to a collar, or if REMEC chooses, a combination of REMEC common stock and cash. If REMEC elects to pay in cash, it may pay up to $4.00 per share in cash. The remaining payment will be in REMEC common stock, which will be determined based on the average trading price of REMEC common stock for the ten day period ending on the second trading day before the Company's special meeting of stockholders to approve the merger and the Merger Agreement. Spectrian stockholders will also receive cash for any fractional shares of REMEC common stock that they are entitled to receive in the merger.

On December 29, 2000, the Company completed the sale of substantially all of the assets and external liabilities comprising its semiconductor division, UltraRF, to Cree, Inc. ("Cree") pursuant to the Asset Purchase Agreement dated as of November 20, 2000 (the "Asset Purchase Agreement") among Cree, Zoltar Acquisition, Inc. ("Zoltar") and the Company for 1,815,402 shares of common stock of Cree plus common stock with a guaranteed realizable value of $30 million, less $1,141,000 owed by the Company to Cree due to a change in the net assets of UltraRF between October 1, 2000 and December 29, 2000. As part of the definitive agreement, the Company and Cree are entered into a supply agreement ("the Purchase and Supply Agreement"), under which the Company was obligated as of December 29, 2000 to purchase from Cree an aggregate of $58 million of semiconductors, with quarterly purchase commitments through December 2002. In October 2001 and April 2002, the Purchase and Supply Agreement was amended to reduce the aggregate purchase commitment to $54.8 million and to extend the quarterly purchase commitments through June 2003. As of March 31, 2002, the remaining purchase commitment is $21.3 million. In the event Spectrian fails to make these purchases, it is obligated either to purchase excess inventory that it may never utilize or to pay Cree the amount of the shortfall in cash. Accordingly, Spectrian deferred $58 million of the gain on sale of UltraRF, which represented the amount of purchase commitment in the original Purchase and Supply Agreement, and is recognizing it in periods as the related purchase commitments to Cree are being discharged. The Company recognized $30.0 million and $6.8 million of the deferred gain for the year ended March 31, 2002 ("fiscal 2002") and the year ended March 31, 2001 ("fiscal 2001"), respectively. Spectrian and Cree also entered into a one-year joint development agreement to develop advanced technologies related to laterally diffused metal oxide semiconductors ("LDMOS"), linear high gain LDMOS driver modules, high efficiency LDMOS power modules and SiC MESFET components. The joint development agreement expired on December 29, 2001. Following the close of the sale of UltraRF, the Company no longer has revenues related to the sale of UltraRF products to third party customers. Additionally, as a result of the sale, the Company's cost of semiconductors used in the manufacturing of amplifier products have increased because purchases from UltraRF are at fair market value rather than at manufacturing cost as was the case historically.

For fiscal 2002, Nortel Networks Corporation ("Nortel"), Samsung Electronics Co., Ltd. ("Samsung") and Verizon Communications ("Verizon"), accounted for 47%, 24% and 12% of net revenues, respectively. Also during the second half of fiscal 2002, Cingular accounted for 16% of net revenues. For fiscal 2001, Nortel, Verizon and Samsung accounted for approximately 59%, 18% and 13% of net revenues, respectively. For the year ended March 31, 2000 ("fiscal 2000"), Nortel accounted for approximately 72% of net revenues.

The Company and Nortel have a supply agreement, renegotiated annually, pursuant to which Nortel commits to purchase a certain volume of its annual power amplifier requirements for specified prices from the Company. This agreement allows Nortel to change the product mix requirements, which can significantly affect the Company's gross margins, and to change requested delivery dates without significant financial consequences to Nortel. In addition, the Company's sales to Verizon, Samsung and Cingular are generally made on the basis of purchase orders rather than long-term purchase commitments and any of these customers may cancel or defer their purchase orders without advanced notice to the Company. The Company's contractual relationships with its major customers adversely affects the Company's ability to efficiently manage production schedules and inventory levels and to accurately forecast product sales. The Company's business, financial condition and results of operations have been materially adversely affected in the past by anticipated orders failing to materialize and by deferrals or cancellations of orders as a result of changes in customer requirements. In the past, product orders from Nortel have fluctuated sharply and the Company does not currently sell any multicarrier power amplifiers ("MCPA") products to Nortel, which has adversely affected the Company's revenues and earnings. There can be no assurance that the Company will not experience such fluctuations in the future or that the Company will receive any orders for MCPA products from Nortel or other parties in the future. If the Company is unable to find other customers to generate demand for its new and existing products, the Company's revenues may be materially adversely affected. If the Company were to lose Nortel, Verizon, Samsung, Cingular or any other major customer, or if orders by Nortel, Verizon, Samsung, Cingular or any other major customer were to otherwise materially decrease either in unit quantity or in price, the Company's business, financial condition and results of operations would be materially adversely affected.

During fiscal 2002, fiscal 2001 and fiscal 2000, net revenues from outside of the United States were 66%, 78% and 87%, respectively. The Company expects that sales outside of the United States will continue to account for a significant percentage of the Company's net revenues for the foreseeable future. Financial market turmoil, economic downturn, consolidation or merger of customers, and other changes in business conditions in any of the Company's current or future markets, such as Canada, South Korea, China, France and Brazil, may have a material adverse effect on the Company's sales of its products. Furthermore, because the Company's products are predominantly priced in U.S. dollars, currency fluctuations and instability in the financial markets that are served by the Company may have the effect of making the Company's products more expensive than those of other manufacturers whose products are priced in the local currency of the customer and may result in reduced revenues for the Company. In addition, a portion of the Company's international product revenues (primarily in China) and repair revenues (primarily in South Korea) are denominated in foreign currencies. Due to the passage of time between the pricing and sale of its products, the Company may be unable to competitively adjust its prices to reflect fluctuations in the exchange rate which may result in reduced revenues. In the circumstances that the Company bills and receives local currencies, the Company may be restricted or impaired from exchanging the local currency into U.S. dollars due to expatriation laws or regulations in foreign countries which would adversely affect the Company's operations and financial condition.

The Company utilizes primarily one contract manufacturer to decrease the Company's manufacturing overhead and cost of its products, to increase flexibility to respond to fluctuations in product demand and to leverage the strengths of the contract manufacturer's focus on high volume, high quality manufacturing. The financial strength of this contract manufacturer has recently become impaired due to the declaration of bankruptcy by its U.S. parent corporation. The cost of transitioning manufacturing activities to the contract manufacturer were higher than the savings from costs of products, which adversely affected the Company's gross margins from January 1999 to November 2000. Also during fiscal 2002, the Company transferred the production of a lower volume single carrier GSM product to a second contract manufacturer in Taiwan and Wuxi, China. In the future, the Company intends to subcontract MCPA products to this second contract manufacturer. Although the Company

has transitioned substantially all of its manufacturing activities to an outside contract manufacturer, the Company still has significant fixed costs and is therefore dependent upon substantial revenues to achieve and maintain profitability. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Factors Affecting Future Operating Results—Risk Related to Ongoing Operations—Sole or Limited Sources of Products, Materials and Services."

Critical Accounting Policies

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates, and such differences could affect the results of operations reported in future periods. The Company believes the following critical accounting policies affect the more significant judgments and estimates used in the preparation of the Company's consolidated financial statements.

Revenue Recognition. The Company recognizes revenues when persuasive evidence of an arrangement exists, the price is fixed or determinable, collection is reasonably assured, and delivery has occurred. Delivery occurs when the customer has taken title and assumed the risk of loss. Under this criteria, product revenues are recognized either upon shipment of product to customers if shipping terms are FOB—shipping point or upon receipt of product by customers if shipping terms are FOB—destination. Revenues for products sold to distributors with rights of return are deferred and recognized upon resale of the products by the distributors. Revenues are also deferred if collection is not assured. All revenues are recognized net of accruals for estimated sales returns and allowances.

Allowance for Doubtful Accounts. The Company performs ongoing credit evaluations of the Company's customers and adjusts credit limits based upon payment history and the customer's current credit worthiness, as determined by the Company's review of their current credit information and generally does not require collateral. The Company continuously monitors payments from the Company's customers and maintains an allowance for estimated credit losses based upon the Company's historical experience and any specific customer collection issues that the Company has identified. Since the Company's accounts receivable are concentrated in a relatively few number of customers, a significant change in the liquidity or financial condition of any one of these customers could have a material adverse impact on the realization of the Company's accounts receivable and the Company's results of operations. Allowance for bad and doubtful accounts aggregated $400,000 and $460,000 at March 31, 2002 and 2001, respectively.

Allowance for excess and obsolete inventory, lower of cost or market and adverse purchase commitments. The Company values inventory at standard cost, which is evaluated at least quarterly to determine that it approximates actual cost. The Company regularly reviews inventory quantities on hand and records an allowance for excess and obsolete inventory based primarily on the Company's estimated forecast of product demand and production and repair requirements. The Company also regularly reviews the cost to produce products against the estimated market value of the products and records a lower of cost or market provision for those products that have a cost in excess of the estimated market value.

The Company outsources the production and repair of its products and certain components utilized in the production process that have long lead times. The Company regularly reviews its outstanding purchase commitments and records an adverse purchase commitment liability based primarily on the Company's estimated forecast of product demand and production and repair requirements. The Company also regularly reviews the cost to complete production of components on order against the estimated market value of the products and records an adverse purchase commitment liability if those components that have a completed cost in excess of the estimated market value.

Demand for the Company's products can fluctuate significantly from period to period. A significant decrease in demand could result in an increase in the amount of excess inventory quantities on hand and adverse purchase commitments. In addition, the Company's industry is characterized by rapid technological change, frequent new product development, and rapid product obsolescence that could result in an increase in the amount of obsolete inventory quantities on hand and adverse purchase commitments. The Company has experienced price reductions on its products because of competition and market conditions. A significant decrease in the market price of products could result in an increase in the required lower of cost or market provision and adverse purchase commitments. Additionally, the Company's estimates of future product demand and market price may prove to be inaccurate, in which case the Company may have understated or overstated the provision required for excess and obsolete inventory, lower of cost or market and adverse purchase commitments. In the future, if the Company's inventory is determined to be overvalued, the Company would be required to recognize such costs in the Company's cost of goods sold at the time of such determination. Likewise, if the Company's inventory is determined to be undervalued, the Company may have over-reported the Company's cost of goods sold in previous periods and would be required to recognize such additional operating income at the time of sale. Therefore, although the Company makes every effort to ensure the accuracy of the Company's forecasts of future product demand and market value, any significant unanticipated changes in demand or technological developments could have a significant impact on the value of the Company's inventory, the amount of adverse purchase commitments and the Company's results of operations.

As of March 31, 2002, several products from the older SCPA business line had cost of sales that exceeded the contractual selling price. Accordingly, the Company established lower of cost or market inventory reserves for the associated inventory. The Company also recorded an allowance for certain SCPA and MCPA inventories on hand that exceeded the forecast product demand. The total allowance for excess and obsolete inventory and lower of cost or market was $17.8 million at March 31, 2002. In addition, the Company recorded adverse purchase commitments of $2.8 million at March 31, 2002.

Warranty Liability. The Company offers warranties of various lengths, ranging from one year to fifteen years, to the Company's customers depending upon the specific product and terms of the customer purchase agreement. The Company typically negotiates varying terms regarding warranty coverage and length of warranty dependant upon the product involved and the customer. The Company's standard warranties require it to repair or replace defective product returned to it during such warranty period at no cost to the customer. The Company quantifies and records an estimate for warranty related costs based on the Company's actual historical and projected return and failure rates, the current repair costs, and the length of the warranty period. In the past, the Company has experienced higher than normal return rates on certain products, which required the Company to increase the required warranty provision and extend the warranty period. Should the Company experience actual return and failure rates or repair costs that are higher than the estimated return and failure rates or repair costs used to calculate the provision, the Company's operating results for the period or periods in which such returns or additional costs materialize will be adversely impacted. As at March 31, 2002 and 2001, the Company's estimates for warranty liabilities were $6.4 million and $9.8 million, respectively.

Deferred Tax Assets. As part of the process of preparing the Company's consolidated financial statements the Company is required to estimate the Company's income taxes in each of the

jurisdictions in which the Company operates. This process involves estimating the Company's actual current tax exposure together with assessing temporary differences resulting from differing treatment of items, such as deferred revenue, for tax and accounting purposes. These differences result in deferred tax assets and liabilities, which are included within the Company's consolidated balance sheet. The Company must then assess the likelihood that the Company's deferred tax assets will be recovered from future taxable income and to the extent the Company believes that recovery is not likely, the Company must establish a valuation allowance. To the extent the Company establishes a valuation allowance or increases this allowance in a period, the Company must include an expense within the tax provision in its statement of operations.

Significant management judgment is required in determining the Company's provision for income taxes, the Company's deferred tax assets and liabilities and any valuation allowance recorded against the Company's net deferred tax assets. The Company has recorded a valuation allowance for the entire deferred tax assets as of March 31, 2002, due to uncertainties related to the Company's ability to utilize the Company's deferred tax assets, primarily consisting of certain net operating losses carried forward and foreign tax credits, before they expire. The valuation allowance is based on the Company's estimates of taxable income by jurisdiction in which the Company operates and the period over which the Company's deferred tax assets will be recoverable. In the event that actual results differ from these estimates or the Company adjusts these estimates in future periods the Company may need to reduce the valuation allowance which could materially impact the Company's financial position and results of operations. The net deferred tax asset as of March 31, 2002 was zero, net of a valuation allowance of $42.4 million.

Results of Operations

The following table sets forth for the periods indicated certain statement of operations data of the Company expressed as a percentage of total revenues and gross margin on sales.

			Fiscal Year Ended March 31,
			2002		2001		2000
NET REVENUES			100.0	%	100.0	%	100.0	%

COSTS AND EXPENSES:
	Cost of revenues		97.5		80.7		79.5
	Research and development		22.9		11.6		13.7
	Selling, general and administrative		17.8		12.0		11.8
	Restructuring		0.7		(0.1	)	0.6

		Total costs and expenses	138.9		104.2		105.6

OPERATING LOSS			(38.9	)	(4.2	)	(5.6	)
INTEREST INCOME			3.3		1.6		2.0
INTEREST EXPENSE			—		(0.1	)	(0.3	)
OTHER INCOME, NET			15.8		10.2		0.4

INCOME (LOSS) BEFORE INCOME TAXES			(19.8	)	7.5		(3.5	)
INCOME TAXES			0.3		—		—

INCOME (LOSS) BEFORE CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE			(20.1	)	7.5		(3.5	)
CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE—ADOPTION OF SFAS 133			0.5		—		—

NET INCOME (LOSS)			(19.6	)%	7.5	%	(3.5	)%

GROSS MARGIN ON REVENUES			2.5	%	19.3	%	20.5	%

Years Ended March 31, 2002 and 2001

Net Revenues. The Company's net revenues decreased 42% to $103.8 million for fiscal 2002 from $179.8 million for fiscal 2001. The decrease in net revenues was primarily due to lower demand and reduced average selling prices for the Company's single carrier power amplifier ("SCPA") legacy products, lower demand for the Company's Broadband, and to a lesser degree, lower demand and reduced average selling prices for some of the Company's multi-channel power amplifiers ("MCPA"). SCPA revenues decreased 56% to $45.0 million for fiscal 2002 from $102.8 million for fiscal 2001 primarily due to the replacement of SPCA products with MCPA products in certain of the Company's customers' new product designs. Broadband revenues decreased 95% to $576,000 for fiscal 2002 from $11.1 million for fiscal 2001 primarily due to the bankruptcy of the network operator that deployed the Company's broadband amplifiers. MCPA revenues decreased 11% to $52.6 million for fiscal 2002 from $58.7 million for fiscal 2001 primarily as a result of reductions in capital spending by the Company's customers.

Cost of Revenues. Cost of revenues consists primarily of turnkey amplifier costs for the Company's products, internal amplifier assembly and test costs, RF semiconductor fabrication, assembly and test costs, raw materials, manufacturing overhead and warranty costs. The Company's cost of revenues decreased by 30% to $101.2 million for fiscal 2002 from $145.1 million for fiscal 2001. The decrease in cost of revenues on a dollar basis was due to lower sales and decreased warranty expense from $4.9 million in fiscal 2001 to $2.9 million in fiscal 2002 as a result of lower quantity shipments and lower per unit repair cost due to the transfer of repair operations to a subcontract manufacturer, partially offset by increased inventory obsolescence and lower of cost or market expense from $4.3 million in fiscal 2001 to $11.7 million in fiscal 2002 and the higher costs of semiconductors on account of purchases from UltraRF after December 2000 being at fair market value rather than at manufacturing cost as had previously been the case.

Gross margin on sales was 3% for fiscal 2002 as compared to 19% for fiscal 2001. The decrease in gross margin for fiscal 2002 was due to lower production volumes to absorb fixed overhead costs, a decline in the average selling prices of SCPA products and some MCPA products and increased inventory obsolescence and lower of cost or market expense from $4.3 million in fiscal 2001 to $11.7 million in fiscal 2002, partially offset by decreased warranty expense from $4.9 million in fiscal 2001 to $2.9 million in fiscal 2002 as a result of lower quantity shipments and lower per unit repair cost due to the transfer of repair operations to a subcontract manufacturer. The Company anticipates that gross margin as a percentage of net revenues will continue to be adversely effected by continued declining average selling prices, especially for SCPA products, and higher semiconductor costs, as a result of the sale of the UltraRF division to Cree which means the Company must purchase the LDMOS RF semiconductor parts at market price rather than recognizing the cost of revenues at the actual semiconductor cost of production.

Research and Development. The Company's research and development expenses increased by 14% to $23.8 million in fiscal 2002 from $20.8 million in fiscal 2001. The increase in research and development expenses on a dollar basis for fiscal 2002 was due to new product development initiatives for the MCPA product line which the Company believes are required to meet current and future market and customer requirements, the joint development agreement between the Company and Cree, partially offset by the elimination of $3.3 million of UltraRF research and development expenses as a result of the sale of UltraRF in December 2000. The cost of the joint development agreement between the Company and Cree, which started in January 2001 and ended in December 2001, was $600,000 in fiscal 2001 and $1.8 million in fiscal 2002. See Note 2 in the accompanying notes to the Consolidated Financial Statements. As a percentage of net revenues, research and development expenses represented 23% of net revenues for fiscal 2002 as compared to 12% of net revenues for fiscal 2001. The increase in research and development expenses as a percentage of net revenues was due to higher research and development expense on a dollar basis and lower revenues.

Selling, General and Administrative. The Company's selling, general and administrative expenses decreased by 15% to $18.5 million in fiscal 2002 from $21.6 million in fiscal 2001. As a percentage of net revenues, selling, general and administrative expenses represented 18% of net revenues for fiscal 2002 as compared to 12% of net revenues for fiscal 2001. The decrease in selling, general and administrative expenses on a dollar basis was primarily due to reduced general and administrative spending from $11.9 million to $9.2 million as a result of cost reduction actions implemented by management and the elimination of certain selling, general and administrative expenses of UltraRF as a result of the sale of UltraRF. The increase in selling, general and administrative expenses as a percentage of net revenues was due to lower revenues in fiscal 2002.

Restructuring Costs. In June 2001, the Company began to transfer its power amplifier repair and product integration operations in Sunnyvale, California, to a contract manufacturer located in Thailand. In connection with this decision, the Company recognized in the three months ended July 1, 2001 a restructuring charge of approximately $686,000 for estimated severance costs related to organizational changes and a planned reduction in work force and to write off property and equipment that had no future value to the Company. Approximately 60 employees engaged in the repair and product integration operations were anticipated to be terminated as a result of the restructuring. As of March 31, 2002, approximately 50 employees have been terminated. The Company anticipates that the restructuring will be completed no later than June 30, 2002.

During fiscal 1999, the Company transitioned the assembly and test of its higher volume single carrier power amplifier products to a contract manufacturer located in Thailand on a turnkey basis. During the fourth quarter of fiscal 2000, the Company decided to transfer the remaining power amplifier production in Sunnyvale, California, to the contract manufacturer to utilize lower labor costs than available domestically and to reduce fixed overheads. In connection with the decision, the Company recognized in fiscal 2000 an approximately $1.0 million restructuring charge for estimated severance costs related to organizational changes and a planned reduction in work force. In fiscal 2001, the Company reversed $100,000 of unused restructuring charge due to changes in the restructuring plan. Approximately 60 employees engaged in manufacturing and production related functions were terminated as a result of the restructuring during fiscal 2001. The transfer of production to Thailand was completed during the third quarter of fiscal 2001.

Interest Income. Interest income increased to $3.4 million in fiscal 2002 from $2.9 million in fiscal 2001. The increase in interest income in fiscal 2002 resulted from higher interest-bearing investment balances associated with higher average cash and cash equivalent balances, partially offset by lower average interest rates.

Interest Expense. Interest expense decreased to $13,000 in fiscal 2002 from $162,000 in fiscal 2001. The decrease in interest expense in fiscal 2002 was the result of substantially reduced average borrowing levels due to repayments of debt and capital lease obligations made in association with the sale of UltraRF.

Other Income. Other income decreased to $16.3 million in fiscal 2002 from $18.4 million in fiscal 2001. Other income for fiscal 2002 primarily represents a $30.0 million gain on the sale of UltraRF recognized as a result of fulfillment and reduction of the minimum purchase commitments to Cree per the Purchase and Supply Agreement, as amended, partially offset by a $13.5 million realized loss on the sale of Cree common stock and options. Other income for fiscal 2001 represents an $18.9 million gain on sale of UltraRF recognized in the third and fourth quarters of fiscal 2001 and a $481,000 realized loss on the sale of Cree common stock in the fourth quarter of fiscal 2001.

Income Taxes. Due to the losses incurred by the Company and the related net operating loss carryforwards available to the Company, the Company did not record income tax expense except for foreign taxes and the minimum state income tax expense in fiscal 2002 and 2001. Income taxes increased to $301,000 in fiscal 2002 from $12,000 in fiscal 2001. The increase in income taxes was due

to higher foreign taxes in fiscal 2002 as a result of the increased activities of foreign subsidiaries the Korean and Chinese markets. Due to the uncertainties surrounding the realization of the deferred tax assets resulting from the Company's accumulated deficit and net losses, the Company has provided a valuation allowance against deferred tax assets where the realization was uncertain. The Company will continue to evaluate positive and negative evidence on the recoverability of its net deferred tax asset each quarter and will record the net deferred tax asset when it is more likely than not that it will be recovered.

Cumulative Effect of Change in Accounting Principle—Adoption of SFAS133. On April 1, 2001, the Company adopted Statement of Financial Accounting Standards No. 133, Accounting for Derivative Instruments and Hedging Activities, as amended by Statement of Financial Accounting Standards No. 137, Accounting for Derivative Instruments and Hedging Activities—Deferral of the Effective Date of FASB Statement No. 133, an amendment of FASB Statement No. 133, and Statement of Financial Accounting Standards No. 138, Accounting for Certain Derivative Instruments and Certain Hedging Activities, an amendment of FASB Statement No. 133 (referred to hereafter as "SFAS 133"). In the three months ended March 31 and July 1, 2001, the Company entered into various option arrangements known as a cashless collar, to hedge its investment in Cree common stock, which was acquired through the sale of UltraRF. The Company designated these option arrangements as fair value hedges under SFAS 133. In accordance with the transition provisions of SFAS 133, the Company recorded an approximate $494,000 cumulative effect adjustment gain in earnings as of April 1, 2001.

Years Ended March 31, 2001 and 2000

Net Revenues. The Company's net revenues increased 10% to $179.8 million for fiscal 2001 from $163.6 million for fiscal 2000. The growth in net revenue was primarily due to higher demand in the MCPA product line and Broadband product line, partially offset by a decline in the SCPA product line, sold primarily to Nortel. MCPA revenues increased 81% to $58.7 million for fiscal 2001 from $32.2 million for fiscal 2000. Broadband revenues increased 221% to $11.1 million for fiscal 2001 from $3.5 million for fiscal 2000. Broadband revenues were recognized primarily in the first and second quarters of fiscal 2001. SCPA revenues decreased 19% to $102.8 million for fiscal 2001 from $126.4 million for fiscal 2000 on lower average selling prices and volumes.

Cost of Revenues. The Company's cost of revenues increased by 12% to $145.1 million for fiscal 2001 from $130.0 million for fiscal 2000. The increase on a dollar basis for fiscal year 2001 was due primarily to higher production volumes associated with the increased revenues, especially the increase in MCPA production volumes, lower yields on semiconductor production and higher inventory obsolescence expense.

Gross margin on sales was 19% for fiscal 2001 as compared to 21% for fiscal 2000. The decrease in gross margin reflected lower average selling prices, lower yields on semiconductor production, higher inventory obsolescence expense, and higher semiconductor prices in the fourth quarter of fiscal 2001, partially offset by decreased manufacturing costs due to the increased use of contract manufacturing and product mix.

Research and Development. Research and development expenses include the cost of designing, developing or reducing the manufacturing cost of amplifiers and RF semiconductors. The Company's research and development expenses decreased by 8% to $20.8 million in fiscal 2001 from $22.5 million in fiscal 2000. As a percentage of net revenues, research and development expenses represented 12% of net revenues for fiscal 2001 as compared to 14% of net revenues for fiscal 2000. The decrease in research and development expenses on both a dollar and percentage of net revenues basis reflected higher revenue levels on a year-to-year basis, reduced expenses associated with completion of the initial products in the new MCPA product line in early fiscal 2000, the sale of UltraRF, and the use of a product development methodology that allows for the reuse of designs in several products.

Selling, General and Administrative. Selling, general and administrative expenses include compensation and benefits for sales, marketing, senior management and administrative personnel, commissions paid to independent sales representatives, professional fees and other expenses. The Company's selling, general and administrative expenses increased by 12% to $21.6 million in fiscal 2001 from $19.3 million in fiscal 2000. As a percentage of net revenues, selling, general and administrative expenses represented 12% of net revenues for fiscal 2001 as compared to 12% of net revenues for fiscal 2000. The increase in selling, general and administrative expenses on a dollar basis for fiscal 2001 was principally due to increased commissions, marketing efforts to diversify the customer base, creation of the UltraRF sales force and network, increased sales and marketing activities in South Korea, and costs incurred to evaluate strategic alternatives for UltraRF.

Restructuring Costs. In connection with the decision to transition power amplifier production to a contract manufacturer, the Company recognized in fiscal 2000 an approximately $1.0 million restructuring charge for estimated severance costs related to organizational changes and a planned reduction in work force. In fiscal 2001, the Company reversed $100,000 of unused restructuring charge due to changes in the restructuring plan.

Interest Income. Interest income decreased to $2.9 million in fiscal 2001 from $3.3 million in fiscal 2000. The decrease in interest income for the year was a result of lower interest-bearing investment balances associated with the reduced average cash and cash equivalent balances.

Interest Expense. Interest expense decreased to $163,000 in fiscal 2001 from $500,000 in fiscal 2000. The decrease in interest expense for the year was a result of substantially reduced average borrowing levels due to repayments made in association with the sale of property in December 1999 and the sale of UltraRF in December 2000.

Other Income. Other income increased to $18.4 million in fiscal 2001 from $0.6 million in fiscal 2000. Other income for fiscal 2001 represents an $18.9 million gain recognized on sale of UltraRF recognized in the third and fourth quarter of fiscal 2001 and a $481,000 realized loss on the sale of Cree common stock in the fourth quarter of fiscal 2001. Other income for fiscal 2000, represents a $624,000 gain on the sale of a light industrial building in December 1999.

Income Taxes. Due to the losses incurred by the Company and the related net operating loss carryforwards available to the Company, the Company did not record income tax expense except for foreign taxes in fiscal 2001 and foreign taxes and the minimum state income tax expense in fiscal 2000.

Segment Information

Under the management approach, the Company divided its business into two divisions based upon product type: Amplifier Division and Semiconductor Division, which operated under the tradename of UltraRF. UltraRF derived virtually all of its net revenues from sales to the Amplifier Division. The Company allocated operating expenses to these segments but did not allocate interest income and expense. Corporate expenses were allocated to the operating segments based on predetermined annual allocation methods. Appropriate intersegment eliminations were made in the consolidation of the Company's consolidated financial statements. Following the sale of UltraRF on December 29, 2000, the

Company began operating as one vertical integrated unit. Segment information for fiscal 2001 and fiscal 2000 is as follows (in thousands):

Consolidated Statement of Operations Data—Fiscal 2001:

	Year Ended March 31, 2001
	Amplifier			UltraRF		Other			Total
Net revenues, external	$	178,671		$	1,081	$	—		$	179,752
Net revenues, intersegment		—			23,487		(23,487	)		—
Amortization and depreciation		5,290			2,185		2,950			10,425
Income (loss) before income taxes		(7,605	)		313		20,784			13,492

Consolidated Statement of Operations Data—Fiscal 2000:

	Year Ended March 31, 2000
	Amplifier			UltraRF		Other			Total
Net revenues, external	$	162,687		$	880	$	—		$	163,567
Net revenues, intersegment		—			27,050		(27,050	)		—
Amortization and depreciation		5,797			2,546		4,912			13,255
Income (loss) before income taxes		(13,401	)		4,113		3,495			(5,793	)

*: Data in the "Other" column represents the elimination of intersegment revenues, interest income and expense, other income, the provision for income taxes, certain unallocated corporate expenses and corporate amortization and depreciation that is subsequently allocated to the operating segments.

Recent Accounting Pronouncements

In July 2001, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards No. 141 ("SFAS 141"), "Business Combinations." SFAS 141 requires the purchase method of accounting for business combinations initiated after June 30, 2001 and eliminates the pooling-of-interests method. The Company believes that the adoption of SFAS 141 has not had a significant impact on its financial statements to date.

In July 2001, the FASB issued Statement of Financial Accounting Standards No. 142 ("SFAS 142"), "Goodwill and Other Intangible Assets", which is effective for fiscal years beginning after December 15, 2001. SFAS 142 requires, among other things, the discontinuance of goodwill amortization. In addition, the standard includes provisions upon adoption for the reclassification of certain existing recognized intangibles as goodwill, reassessment of the useful lives of existing recognized intangibles, reclassification of certain intangibles out of previously reported goodwill and the testing for impairment of existing goodwill and other intangibles. The Company believes that the adoption of SFAS 142 will not have a significant impact on its financial statements. The Company will adopt SFAS 142 in the quarter beginning April 1, 2002. The Company does not expect the adoption of SFAS 142 to have a material impact on the Company's financial position and results of operations.

entity that either has been disposed of (by sale, by abandonment, or in a distribution to owners) or is classified as held for sale. This Statement addresses financial accounting and reporting for the impairment of certain long-lived assets and for long-lived assets to be disposed of. The Company does not expect the adoption of SFAS 144 to have a material impact on the Company's financial position and results of operations.

Liquidity and Capital Resources

The Company has financed its growth through sales of Company assets or subsidiaries, sales of common stock, private sales of equity securities, capital equipment leases, bank lines of credit and cash flows from operations. Principal sources of liquidity at March 31, 2002 consisted of cash and cash equivalents and short-term debt investments, which total $90.7 million, and bank borrowing arrangements.

The Company has a revolving line of credit of $10.0 million with a bank collateralized by the majority of the Company's assets. The line of credit expires on June 30, 2002. On June 5, 2002, the Company renewed its line of credit extending the expiration date to June 4, 2003 at terms substantially similar to the existing line. Under the terms of the master agreement governing this credit instrument, as amended, the Company is required to maintain certain minimum working capital and other specific financial ratios. The master agreement also has certain restrictions on other indebtedness and the payment of dividends. At March 31, 2002, the Company was in compliance with the covenants of the master agreement. The amount available to borrow at March 31, 2002 was $10.0 million. The Company can borrow at either (i) a variable rate equal to the prime rate or (ii) a fixed rate equal to 200 basis points above the LIBOR rate, which at March 31, 2002 was 4.8% and 4.0%, respectively. The Company had no borrowings under the line of credit as of March 31, 2002.

The Company's working capital decreased by $17.4 million to $87.6 million as of March 31, 2002 from $104.9 million as of March 31, 2001. The decrease was primarily attributable to a $25.5 million decrease in cash and cash equivalents, restricted cash and short-term investments, a $9.4 million decrease in accounts receivable, a $3.8 million decrease in deferred tax asset, a $709,000 decrease in prepaid expenses and a $251,000 increase in accrued liabilities, partially offset by a $5.4 million increase in net inventories, a $1.3 million increase in income tax receivable, $4.9 million decrease in accounts payable, a $543,000 decrease in income tax payable and a $10.3 million decrease in short-term deferred gain as a result of recognizing $30.0 million of the deferred gain on the sale of UltraRF from the fulfillment and reduction of the minimum purchase commitments to Cree per the Purchase and Supply Agreement, as amended, partially offset by the reclassification of $19.7 million from long-term deferred gain to short-term deferred gain. The Company's working capital increased by $25.5 million to $104.9 million as of March 31, 2001 from $79.4 million as of March 31, 2000. The increase was primarily attributable to the $93.4 million in proceeds received for the sale of UltraRF, less the unrealized loss on the market value of Cree common stock of $23.1 million and the short-term portion of the deferred gain on the sale of UltraRF of $31.6 million at March 31, 2001, a $3.8 million increase in accounts receivable, and the recognition of a deferred tax asset of $3.8 million, which were partially offset by a decrease in inventories of $12.3 million due to the transfer of manufacturing to a subcontract manufacturer in Thailand and the sale of UltraRF and an increase in accounts payable, accrued liabilities and income taxes payable of $8.1 million. The Company's short-term investments were principally invested in investment grade, interest-bearing securities, Cree common stock and options, which were sold from January 2001 through September 2001, and United States government bonds and notes.

Cash used by operations was $28.3 million for fiscal 2002 compared to cash provided by operations of $10.2 million for fiscal 2001 and cash used by operations of $14.9 million for fiscal 2000.

Cash used by operations in fiscal 2002 was principally the result of a $20.4 million net loss, a $30.0 million non-cash recognized gain from the fulfillment and reduction of the minimum purchase commitments to Cree per the Purchase and Supply Agreement, as amended, a $5.4 million increase in net inventories, a $4.9 million decrease in accounts payable, a $1.3 million increase in income tax receivable and a $543,000 decrease in income taxes payable, partially offset by a $13.0 million realized loss from the sale of short-term investments which resulted from the liquidation of all Cree common stock and options held as of March 31, 2001, a $9.2 million decrease in accounts receivable due to reduced revenues in fiscal 2002, $5.3 million of depreciation and amortization expense, a $3.8 million decrease in deferred tax asset due to receipt of income tax refunds of about $1.8 million, reclassification of $1.3 million to income tax receivable and reduction of income tax payable by $694,000, a $956,000 loss on disposal of property and equipment, a $1.2 million decrease in prepaid expenses and other assets and a $498,000 increase in accrued liabilities.

Cash provided by operations in fiscal 2001 was principally the result of $13.5 million in net income, depreciation and amortization of $10.4 million, a $7.1 million decrease in net inventories due to the transfer of manufacturing to a subcontract manufacturer in Thailand and the write down of inventory due to obsolescence, a $7.7 million increase in accounts payable due to the timing of purchases to support the higher revenue level, a $0.7 million increase in income taxes payable, which were partially offset by a recognized $18.9 million non-cash gain on the sale of UltraRF net assets, a $3.8 million increase in deferred tax assets, a $3.8 million increase in accounts receivable due to the higher revenue levels and the timing of shipments in the quarter, a $2.5 million decrease in accrued liabilities due to lower payroll and commission related accruals primarily due to the decrease in headcount and the utilization of the restructuring reserve which was partially offset by the increase in the warranty reserve and a $1.1 million increase in prepaid expenses and other current assets.

Cash used by operations in fiscal 2000 was principally the result of a $5.8 million net loss, a $13.7 million net increase in inventory, which is partially a result of the timing difference between Nortel's requested delivery dates and the Company's vendor purchase commitments to support the customer's delivery requirements, a $10.9 million increase in accounts receivable, which increased proportionately with revenue growth and also reflects the longer standard payment terms in Europe, partially offset by $13.3 million of depreciation and amortization expense, an $8.4 million increase in accounts payable, which increased proportionately with production levels. In addition, accrued liabilities decreased by $4.1 million due primarily to the reduction of warranty reserves based upon repairing defective products previously accrued for and the timing of the payment of certain expenses, primarily payroll related.

The Company's investing activities provided cash of approximately $35.0 million in fiscal 2002 as compared to providing cash of $8.5 million in fiscal 2001 and using cash of $4.6 million in fiscal 2000.

Cash provided by investing activities during fiscal 2002 resulted primarily from $117.9 million from the sale and maturity of short-term investments, which included approximately $44.7 million generated from the sale of all Cree common stock and options held as of March 31, 2001, and $6.5 million from the release of restricted cash, which represented the amount held in escrow to secure the Company's representations, warranties and covenants related to the sale of UltraRF to Cree, partially offset by $83.0 million in purchases of short-term investments, $4.4 million in additions to property and equipment and a $2.0 million minority investment in Paragon Communications Ltd. ("Paragon").

Cash provided by investment activities during fiscal 2001 resulted primarily from $45.4 million proceeds from sale and maturities of short-term investments which were partially offset by $17.4 million in purchases of short-term investments, $9.6 million in additions to property and equipment and $9.8 million in payments for transaction costs associated with the sale of UltraRF. Proceeds from sale of short-term investments in fiscal 2001 included the liquidation of Cree common stock with a

guaranteed realizable value of $30 million, which was part of the consideration received for the sale of UltraRF to Cree.

Cash used for investing activities during fiscal 2000 resulted primarily from $16.0 million in purchases of short-term investments and $7.7 million of additions to property and equipment, partially offset by $15.6 million proceeds from sale and maturities of short-term investments and $3.5 million in proceeds from the sale of a light industrial building by the Company.

Capital additions during fiscal 2002 and 2001 included manufacturing test and production equipment required to support new products and test equipment to support various research and development projects. Capital expenditures during fiscal 2000 included manufacturing test and production equipment required to support new products, test equipment to support various research and development projects, and the ERP system.

The Company's financing activities used cash of approximately $989,000 in fiscal 2002 as compared to providing cash of $6.1 million and $4.8 million during fiscal 2001 and 2000, respectively.

Cash used by financing activities during fiscal 2002 was the result of $2.9 million in purchases of treasury stock and $103,000 in repayments of capital lease obligations, which was partially offset by $2.0 million proceeds from the issuance of common stock, through the exercise of employee stock options and employee stock purchase plan activity.

Cash provided by financing activities during fiscal 2001 was the result of $8.1 million proceeds from the issuance of common stock, through the exercise of employee stock options and employee stock purchase plan activity, which was partially offset by $2.0 million in repayments of debt and capital lease obligations.

Cash provided by financing activities during fiscal 2000 was the result of $9.2 million in proceeds from the issuance of common stock, through the exercise of employee stock options and employee stock purchase plan activity, which was partially offset by $4.4 million in repayments of debt and capital lease obligations.

Contractual Obligations and Commercial Commitments

Capital Lease Obligations. The Company entered into capital leases for test equipment for a 24-month lease term expiring from July to October 2002.

Operating Leases. During fiscal 1997, the Company sold its two principal facilities in Sunnyvale, California for approximately $16.4 million, and leased the two facilities back under a lease that has been classified as an operating lease. The lease expires in November 2011 and the quarterly rent payments are subject to Consumer Price Index adjustments on a tri-annual basis. The lease agreement provides that the Company would have the right of first refusal to purchase the properties upon certain conditions. In connection with the sale of UltraRF to Cree in December 2000, the Company subleased one of the two facilities under the aforementioned operating lease to Cree for the remaining term of the lease under substantially the same terms and conditions as the Company's lease.

The Company also leases facilities in Folsom, California; Quincy, Illinois; Bellevue, Washington; Korea, China and Brazil to support its administrative, development, manufacturing, repair, sales and marketing activities.

Purchase Commitments with Cree. In December 2000, the Company and Cree entered into the Purchase and Supply Agreement, under which the Company was obligated to purchase from Cree an aggregate of $58 million of semiconductors, with quarterly purchase commitments through December 2002. In October 2001 and April 2002, the Purchase and Supply Agreement was amended to reduce the aggregate purchase commitment to $54.8 million and to extend the quarterly purchase commitments through June 2003. As of March 31, 2002, the remaining purchase commitment is $21.3 million, of which $20.0 million of purchases are required to be made in fiscal 2003 and $1.3 million of purchases are required to be made in fiscal 2004.

Purchase Commitments with Subcontract Manufacturers. Monthly, the Company provides a six month rolling forecast of finished goods requirements to its subcontract manufacturers for planning and long-lead time parts procurement purposes only. The Company issues purchase orders to the subcontract manufacturers with delivery dates from four to twelve weeks from the purchase order date. Once a purchase order is accepted by the subcontract manufacturer, the Company is committed to accept delivery of the amplifiers or reimburse the subcontract manufacturer for costs incurred to date. The subcontract manufacturers procures raw materials and schedules labor needed to manufacture the Company amplifiers based on the aforementioned forecasts and standard purchase orders. In the past, the Company has reimbursed ACT for the cost of long-lead time parts and other raw material costs that had been incurred by ACT because of the reduction of purchase order and forecasted quantities. The subcontract manufacturers also maintain inventory levels to repair the Company amplifiers. At March 31, 2002, total accepted and unfulfilled purchase orders to procure completed amplifiers totaled $7.3 million. At March 31, 2002, the subcontract manufacturers had $13.4 million of materials on hand and an additional $12.3 million of purchase commitments to buy raw materials to fulfill the accepted purchase orders, forecasted requirements and repair requirements from the Company. At March 31, 2002, the Company estimated that $1.6 million of the purchase commitments made by the subcontract manufacturers are non-cancelable.

Other Purchase Commitments. During its normal course of business, the Company also issues purchase orders to procure components, materials and services from other vendors. As of March 31, 2002, the Company's outstanding purchase commitments with vendors other than Cree and its subcontract manufacturers totaled approximately $4.9 million.

Royalty Commitments. On November 15, 2001, the Company entered into an agreement with Paragon to license certain technology that can be used in the design of RF power amplifiers. Under the terms of the License Agreement, the Company may be required to pay a royalty to Paragon based upon revenues of products that incorporate the licensed technology. If the Company elects to license the technology provided by Paragon, the Company must make quarterly advance royalty payments beginning July 1, 2002, through December 31, 2004 in amounts ranging from $50,000 to $125,000 per quarter. These advance royalty payments are to be applied against earned royalties and are carried forward to subsequent periods if not earned.

Future payments under all royalty commitments, purchase commitments, capital leases, non-cancelable operating leases and sublease income under these operating leases as of March 31, 2002 are as follows (in thousands):

	Amounts Due by Period
	Less than 1 year		1-3 years		4-5 years		After 5 years		Total
Capital lease obligations	$	66	$	—	$	—	$	—	$	66
Operating leases		2,993		4,562		4,487		9,660		21,702
Minimum Royalty commitments with Paragon		325		275		—		—		600
Minimum Purchase commitments with Cree		20,000		1,250		—		—		21,250
Purchase commitments with subcontract manufacturers		15,000		—		—		—		15,000
Other purchase commitments		4,911		—		—		—		4,911

Total commitments	$	43,295	$	6,087	$	4,487	$	9,660	$	63,529

Sublease income	$	1,349	$	1,927	$	1,814	$	4,233	$	9,323

In September 2001, the Board of Directors authorized the repurchase of up to $10 million of the Company's common stock. Any repurchase may be made in the open market at times and prices considered appropriate by the Company's management. As of March 31, 2002, the Company had bought back 293,700 shares of its common stock at an average per share price of $9.80 for approximately $2.9 million. The Company did not repurchase any shares of its common stock in the three months ended March 31, 2002.

The Company anticipates spending approximately $5.0 million over the next twelve months for capital additions primarily to support manufacturing production and test requirements and development projects.

Based on the Company's current working capital position and the available line of credit, the Company believes that sufficient resources will be available to meet the Company's cash requirements for at least the next twelve months. However, there can be no assurance that future events will not require the Company to seek additional borrowings or capital and, if so required, that such borrowing or capital will be available on acceptable terms. Factors that could affect cashflow from operations and as a result, the Company's need to seek additional borrowings or capital include:

•: the average selling prices of our products;
•: customer demand for our products;
•: unanticipated research and development expenses associated with new product introductions; and
•: acquisitions.

Related Party Transactions

Sales to Cingular Wireless LLC. During fiscal 2002, Cingular purchased approximately $8.6 million of MCPA products from the Company (or 8.3% of fiscal 2002 net revenues), primarily in the second half of fiscal 2002. Robert W. Shaner, President of Wireless Operations for Cingular, has served as a director for the Company since April 1999. The transactions between the two parties were performed at arms-length.

Outsourced Stock Option Administration Services. In May of 2000, Spectrian entered into a non-binding arrangement with Montgomery Financial Services Corp. ("MFS"). MFS provides on-site stock option administration services to the Company. Henry C. Montgomery, Chairmen of the Board of MFS, has also served as a director of the Company since November 2000. At the time the service was obtained, normal purchasing policies were followed which included several bids from other providers and normal payment terms of 30 days. In fiscal 2002, the Company purchased $37,000 of services from MFS. Transactions between the two parties are performed at arms-length.

Investment in ArrayComm, Inc. In July of 1998, Spectrian purchased 222,222 shares of Series D preferred stock (at $4.50 per share) in ArrayComm, Inc. ("ArrayComm"). The total investment in ArrayComm was $1.0 million. ArrayComm is a privately held company that develops antenna-based wireless communications and broadband internet access technologies. Martin Cooper, Chief Executive Officer of ArrayComm, has also served as a director of the Company since January 1994. The investment in ArrayComm was made at arms-length and there have been no other transactions between the companies.

Factors Affecting Future Operating Results

Risks Related to the Proposed Merger

Fluctuations in Merger Consideration. Upon completion of the merger, each share of the Company's common stock will be converted into the right to receive $14 of REMEC common stock, provided that at REMEC's election, REMEC may offer a certain portion of the merger consideration in cash. REMEC may make this election at any time prior to the fifth business day prior to the special meeting of the Company's stockholders. If REMEC elects not to pay any cash in the merger, the number of shares of REMEC common stock that will be issued for each share of the Company's common stock shall be equal to $14.00 divided by the average closing price of REMEC common stock during the ten trading days ending on and including the second trading day prior to the special meeting of the Company's stockholders. However, if the average closing price is greater than $10.50 then REMEC shall issue 1.33333 shares of its common stock for each share of the Company's common stock, and if the average closing price is less than $7.00 then REMEC shall issue 2.0 shares of its common stock for each share of the Company's common stock. Since the market price of REMEC's stock will fluctuate and since REMEC may elect to pay cash as merger consideration, the Company's stockholders will not know the final exchange ratio until after the market closes on the second trading day prior to the Company's special stockholder meeting. Accordingly, the specific number of shares of REMEC common stock that the Company's stockholders will receive in the merger will depend upon the market price of REMEC's common stock at the time the closing of the merger. This price may fluctuate substantially. In addition, the Company is not permitted to withdraw from the merger or resolicit the vote of its stockholders solely because of changes in the market price of REMEC's common stock or the Company's common stock. The share prices of REMEC and the Company's common stock are subject to the general price fluctuations in the market for publicly traded equity securities, and the prices of both companies' common stock have experienced significant volatility in the past. The Company urges its stockholders to obtain recent market quotations for its common stock and for REMEC's common stock. The Company cannot predict or give any assurances as to the respective market prices of the Company's or REMEC's common stock at any time before or after the closing of the merger.

Customer delays, deferrals or cancellations of Product Orders. The public announcement of the merger could have a material adverse effect on the Company's revenues and profitability in the short term. In particular, prospective customers could be reluctant to purchase the Company's products if they are uncertain about the strategic direction of the combined company, the continuation of the Company's product offerings and the willingness of the combined company to support, service and repair existing products. Since the merger, the Company has received questions from current and

prospective customers about the status of the merger and the anticipated product development and integration plans. The merger was announced on May 19, 2002, in the second half of the Company's first quarter of fiscal 2003. The Company tends to realize a substantial portion of its revenues during the last month of a quarter. Accordingly, the announcement of the merger could create uncertainty among the Company's current and prospective customers. If one large customer, or a large number of smaller customers, were to delay their purchase decisions until the completion of the merger, the Company's quarterly financial results could be significantly below the expectations of market analysts, which could cause a reduction in the market price of the Company's common stock.

Impairment of Existing Relationships. The public announcement of the merger could substantially impair the Company's important business relationships. Customers and suppliers could decide to terminate or cancel their existing arrangements, or fail to renew those arrangements, as a result of the pending merger. In addition, key employees may decide to terminate their employment due to the pending merger or other employees may experience uncertainty about their future role with the combined company which could adversely affect the Company's ability to retain key management, marketing, sales and technical personnel.

Merger Related Costs. The Company estimates that it will incur direct transaction costs of approximately $3.7 million in connection with the proposed merger, which will be expensed in the quarter in which they are incurred. The Company believes that the combined entity may incur charges to operations, which are not currently reasonably estimable, in the quarter in which the merger is completed or the following quarters, to reflect costs associated with integrating the Company into REMEC. There can be no assurance that the combined company will not incur additional material charges in subsequent quarters to reflect additional costs associated with the merger.

Risks Associated with REMEC's Common Stock. When the merger is completed, holders of the Company's common stock will become holders of REMEC's common stock. REMEC's business differs greatly from the Company's and REMEC's results of operations, as well as the price of REMEC's common stock, may be affected by factors different from those affecting the Company's results of operations and the price of the Company's common stock.

Regulatory Approvals of Merger. As a condition to the obligations of the Company and REMEC to complete the merger, the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 must have expired or been terminated and the Securities and Exchange Commission must have declared effective a registration statement pursuant to which the Company's stockholders would be solicited to vote on the proposed merger. The Company and REMEC have made the required filings under the Hart-Scott-Rodino Act with the Department of Justice and the Federal Trade Commission and REMEC expects to file its registration statement with the Securities and Exchange Commission shortly after the date the Company files this Annual Report. There can be no assurance that the waiting period under the Hart-Scott-Rodino Act will be permitted to expire or be terminated at all without materially adverse restrictions or conditions that would have an adverse effect on the Company or that the Securities and Exchange Commission will declare REMEC's registration statement effective in a timely manner. The Company may be required to agree to various operating restrictions, before or after receipt of stockholder approval, in order to obtain the necessary authorizations and approvals of the merger or to assure that governmental authorities do not seek to block the merger. The Company does not expect to seek any additional stockholder approval, after the special meeting of its stockholders, to agree to any terms and conditions necessary to resolve any regulatory objections to the merger, and the Company will not seek stockholder approval unless such stockholder approval is required to approve such terms and conditions under applicable law. Notwithstanding any agreements regarding operating restrictions that may be required under applicable law or by governmental authorities, under the terms of the merger agreement, REMEC is not required to accept any material restrictions on its business or take any action which would materially and adversely effect its business in

order to complete the merger and may refuse to complete the merger if any such material restrictions or actions are required by governmental authorities as a condition to approving the merger. Even if regulatory approvals are obtained, any federal, state or foreign governmental entity or any private person may challenge the merger at any time before or after its completion.

Failure to Complete the Proposed Merger. If the proposed merger is not completed, the Company may be subject to the following material risks, among others:

•: the Company may be required to pay REMEC a termination fee of $6 million upon the occurrence of certain events;
•: the price of the Company's common stock may decline to the extent that the current market price of its common stock reflects a market assumption that the proposed merger will be completed;
•: the Company's stock price may decline due to uncertainty regarding the Company's stand alone prospects;
•: some costs related to the merger, such as legal, accounting, financial printing and some of the fees of the Company's financial advisor, must be paid even if the merger is not completed; and
•: the diversion of management's attention from the day to day business of the Company, the uncertainty for employees and the unavoidable disruption to relationships with current and potential customers and suppliers during the period before the closing of the proposed merger may make it difficult for the Company to regain its financial and competitive position if the merger does not occur.

Further, if the merger agreement is terminated and the Company's board of directors determines to seek another merger or business combination, the Company may not be able to find a partner willing to pay an equivalent or more attractive price than that which would be paid in the merger.

In addition, while the merger agreement is in effect and subject to certain limited exceptions, the Company is generally prohibited from soliciting, initiating, knowingly encouraging or knowingly inducing or participating in any discussions regarding a proposal to enter into any business combination with any party other than REMEC.

Risks Related to Ongoing Operations

Customer Concentration; Dependence on Nortel, Verizon, Samsung and Cingular. The wireless infrastructure equipment market is dominated by a small number of large OEMs and wireless network operators, including Ericsson, Nokia, Lucent, Motorola, Samsung, Nortel, Verizon, Cingular and Siemens. The Company's revenues are derived primarily from sales to a limited number of customers, in particular, Nortel, Verizon, Samsung and Cingular. Furthermore, a substantial portion of the Company's revenues from Nortel in the past has resulted from sales of a limited number of the Company's products. The Company's business, financial condition and results of operations have been materially adversely affected in the past by anticipated orders failing to materialize, by deferrals or cancellations of orders as a result of changes in customer requirements, and from the timing of the build out of new wireless networks. The Company and Nortel have a supply agreement, renegotiated annually, pursuant to which Nortel commits to purchase a certain volume of its annual power amplifier requirements for specified prices from the Company. This agreement allows Nortel to change the product mix requirements, which can significantly affect the Company's gross margins, and to change requested delivery dates without significant financial consequences to Nortel. In addition, the Company's sales to Verizon, Samsung and Cingular are generally made on the basis of purchase orders rather than long-term purchase commitments and any of these customers may cancel or defer purchase orders without advanced notice to the Company. The Company's contractual relationships with its

major customers may adversely affect the Company's ability to efficiently manage production schedules and inventory levels and to accurately forecast product sales. Any reduction in the level of purchases of the Company's amplifiers by Nortel, Verizon, Samsung or Cingular or any material reduction in pricing without significant offsets, would have a material adverse effect on the Company's business, financial condition and results of operations. For example, in the second and third quarters of fiscal 2002, product orders from Nortel fell substantially and the Company does not currently sell any MCPA products to Nortel, which has adversely affected the Company's business. There can be no assurance that the Company will receive any product orders for MCPA products or any other products from Nortel in the future. If the Company's current or new customers do not generate sufficient demand for the Company's new products replacing prior demand from Nortel, the Company's business, financial condition and results of operations could be materially adversely affected. Further, if the Company were to lose Nortel, Verizon, Samsung, Cingular or any other major customer, the Company's business, financial condition and results of operations would be materially adversely affected. In addition, the network operator market has been and is expected to continue experiencing an industry consolidation, which has and will continue to have a negative impact on the Company's ability to diversify its customer base. Wireless infrastructure equipment OEMs have come under increasing price pressure from wireless network operators, which in turn has resulted in downward pricing pressure on the Company's products. The Company expects to incur increasing pricing pressures from Nortel, Verizon, Samsung, Cingular and other major customers in future periods, which could result in declining average sales prices and gross margins for the Company's products.

Fluctuations in Operating Results. The Company's quarterly and annual results have in the past been, and will continue to be, subject to significant fluctuations due to a number of factors, any of which could have a material adverse effect on the Company's business, financial condition and results of operations. In particular, the Company's results of operations are likely to vary due to: the timing, cancellation, delay or rescheduling of OEM and network operator customer orders and shipments; the timing of announcements or introductions of new products by the Company, its competitors or their respective OEM and network operator customers; the acceptance of such products by wireless equipment OEMs and network operators; relative variations in manufacturing efficiencies and costs; competitive factors such as the pricing, availability, and demand for competing amplification products; changes in average sales prices and related gross margins which vary significantly based upon product mix; subcontractor performance; variations in operating expenses; changes in manufacturing capacity and variations in the utilization of this capacity; shortages of key supplies; the long sales cycles associated with the Company's products; the timing and level of product and process development costs; changes in inventory levels; the relative strength or weakness of international financial markets and the financial strength of domestic financial markets. Anticipated orders from the Company's customers have in the past failed to materialize and delivery schedules have been deferred or canceled as a result of changes in customer requirements and the Company expects this pattern to continue as customer requirements continue to change and industry standards continue to evolve. Reduced demand for wireless infrastructure equipment in the past has caused significant fluctuations in the Company's product sales. For fiscal 2002 when compared to fiscal 2001, the Company experienced a significant sales decline as a result of delays and reductions in capital spending by the Company's customers. There can be no assurance that the Company will not experience such fluctuations in the future or that the Company will experience in the future the same annual revenue growth that it did in fiscal 2000 and 2001. The Company establishes its expenditure levels for product development and other operating expenses based on its expected revenues, and expenses are relatively fixed in the short term. As a result, variations in timing of revenues can cause significant variations in quarterly results of operations. At March 31, 2002, the Company had a relatively high level of inventory on hand. Consequently, if customer demand falls below the Company's forecast, it may experience charges related to excess and obsolete inventory or be required to reduce the carrying value of inventory to the lower of cost or market. The Company is not currently profitable and there can be no assurance that the Company will

be profitable on a quarter-to-quarter or annual basis in the future. In fiscal 2002, the Company wrote down inventory by $11.7 million due to lower than expected customer demand. The Company believes that period-to-period comparisons of its financial results are not necessarily meaningful and should not be relied upon as an indication of future performance. Due to all the foregoing factors, it is likely that in some future quarter or quarters the Company's revenues or operating results will not meet the expectations of public stock market analysts or investors. In such event, the market price of the Company's Common Stock would be materially adversely affected.

Economic Recession or other Economic Conditions. The Company's revenues are derived primarily from sales to wireless network operators and OEMs in the wireless infrastructure equipment market. Any significant downturn in the wireless infrastructure equipment market, or domestic or international conditions, which result in the reduction of capital expenditure budgets or the delay in product orders of the Company's customers would likely produce a decline in demand for the Company's power amplifier products. Since early 2001, the wireless infrastructure equipment market has experienced a significant decline in revenue and product orders. If the Company's customers decide to delay their product orders or reduce their capital expenditures, the Company's revenues, results of operations and financial condition would be adversely affected.

Declining Average Sales Prices. The Company has experienced, and expects to continue to experience, declining average sales prices for all its products, especially its SCPAs, and in all geographical markets. Wireless infrastructure equipment manufacturers have come under increasing price pressure from wireless network operators, which in turn has resulted in downward pricing pressure on the Company's products. In addition, competition among merchant amplifier suppliers has increased the downward pricing pressure on the Company's products and certain customer contracts have pricing terms that allow these customers to purchase the Company's products at the lowest available market price. Since wireless infrastructure equipment manufacturers frequently negotiate supply arrangements far in advance of delivery dates, the Company often must commit to price reductions for its products before it is aware of how, or if, cost reductions can be obtained. To offset declining average sales prices, the Company believes that it must achieve manufacturing cost reductions. If the Company is unable to achieve such cost reductions, the Company's gross margins will decline, and such decline will have a material adverse effect on the Company's business, financial condition and results of operations.

Product Quality, Performance and Reliability. The Company expects that its customers will continue to establish demanding specifications for quality, performance and reliability that must be met by the Company's products. Power amplifiers as complex as those offered by the Company often encounter development delays and may contain undetected defects or failures. The Company has from time to time in the past experienced product quality, performance and reliability problems. In addition, the Company's MCPA products have a higher statistical probability of malfunction than its SCPA products due to their greater complexity. There can be no assurance that defects or failures relating to the Company's product quality, performance and reliability will not occur in the future that may have a material adverse effect on the Company's business, financial condition and results of operations.

Internal Amplifier Design and Production Capabilities of OEMs. The Company believes that a majority of the present worldwide production of power amplifiers is captive within the manufacturing operations of wireless equipment OEMs, many of which have chosen not to purchase a significant volume of amplifiers from outside suppliers. In addition, these manufacturers could decide to sell amplifiers to other wireless equipment OEMs, either through direct sales or by spinning out their amplifier division as a separate entity. If this should occur, the competition for power amplifiers would significantly increase and could have a material adverse effect on the Company's business, financial condition and results of operations.

The Company also believes that those OEMs that purchase from third party amplifier vendors are reluctant to switch once committed to a particular merchant vendor. Consequently, the Company has only limited opportunities to increase revenues by replacing internal OEM amplifier production or displacing other merchant amplifier suppliers. Moreover, given the limited opportunities for merchant power amplifier suppliers, any decision by an OEM to employ a second source merchant supplier for a product currently purchased from a merchant supplier may reduce the existing merchant supplier's ability to maintain a given level of product sales to such OEM or, possibly, to retain the OEM as a customer due to price competition from the second source merchant supplier. There can be no assurance that the Company's major OEM customers will continue to rely, or increase their reliance, on the Company as an external source of supply for their power amplifiers, or that other wireless equipment OEMs will become customers of the Company. If the major wireless infrastructure equipment suppliers do not purchase or do not continue to purchase their power amplifiers from merchant suppliers, the Company's business, results of operations and financial condition will be materially adversely affected.

Rapid Technological Change; Evolving Industry Standards; Dependence on New Products. The markets in which the Company and its OEM customers compete are characterized by rapidly changing technology, evolving industry standards and continuous improvements in products and services. In particular, because the Company's strategy of rapidly bringing to market products customized for numerous and evolving modulation standards requires developing and achieving volume production of a large number of distinct products, the Company's ability to rapidly design and produce individual products for which there is significant OEM customer demand will be a critical determinant of the Company's future success. A softening of demand in the markets served by the Company or a failure of modulation standard in which the Company has invested substantial development resources may have a material adverse effect on the Company's business, financial condition and results of operations. No assurance can be given that the Company's product development efforts will be successful, that its new products will meet customer requirements and be accepted or that its OEM customers' product offerings will achieve customer acceptance. If a significant number of development projects, including the Company's new MCPA products, do not result in substantial volume production or if technologies or standards supported by the Company's or its customers' products become obsolete or fail to gain widespread commercial acceptance, the Company's business may be materially adversely affected.

Purchase and Supply Agreement with Cree. In connection with the Company's completion of the sale of UltraRF to Cree, the Company entered into a Purchase and Supply Agreement with UltraRF, a subsidiary of Cree. Pursuant to the Purchase and Supply Agreement, as amended, the Company is committed to purchase and accept delivery from UltraRF of $54.8 million of semiconductors over a 30-month period starting January 2001. As of March 31, 2002, the Company's remaining purchase commitment was $21.3 million, with quarterly purchase commitments ranging from $1.3 million to $5.0 million. The Company's need for UltraRF components during a quarter may be insufficient to satisfy its minimum commitments for such quarter. In such event, the Company would be obligated to purchase excess inventory that it may never utilize or to pay a shortfall surcharge in cash, either of which could have a material adverse effect on the Company's business, financial condition and cash flow.

Arm's-Length Relationship. The Company relies on UltraRF for the supply of a substantial amount of components used in the manufacture of its products. When the Company operated UltraRF as a separate division, it may have obtained more favorable terms for semiconductor products than through negotiations with unaffiliated third parties. With the sale of UltraRF, the Company must now deal with UltraRF on an arm's-length basis. Accordingly, the prices and other terms for UltraRF semiconductor products are less favorable to the Company than prior to the sale of UltraRF to Cree, which adversely affects the Company's gross margin.

Sole or Limited Sources of Products, Materials and Services. The Company currently procures from single sources certain of its power amplifier assemblies, specialized semiconductors, components and services for its products. The Company purchases these products, components and services on a purchase order basis, does not carry significant inventories of these components and does not have any long-term supply contracts with its sole source vendors. In fiscal 2001, the Company completed the transfer of the production of power amplifiers to a contract manufacturer in Thailand. As a result of this transfer, the Company no longer has significant manufacturing capacity. The Company issues non-cancelable purchase orders to the contract manufacturer 60 days in advance of requested delivery, which is greater than the committed delivery schedule of some of its customers, such as Nortel. In addition, the Company began the process of transferring its power amplifier repair and product integration operations to the same contract manufacturer in Thailand. As a result of this transfer, the Company no longer has significant amplifier repair capacity as of March 31, 2002. On December 29, 2000, the Company completed the sale of substantially all of the assets and liabilities comprising the Company's semiconductor division, UltraRF, to Cree. As a result, the Company no longer manufactures bipolar and LDMOS RF power semiconductors, which are critical components in the Company's power amplifier products. Consequently, Cree is the Company's sole source vendor of certain bipolar and LDMOS RF power semiconductors. The Company's reliance on sole sources for certain components and its migration to an outsourced, turnkey manufacturing and repair services strategy entail certain risks including reduced control over the price, timely delivery, reliability and quality of the components and reliance on the financial strength and continued relationship with the contract manufacturer. In calendar 2001, the financial strength of the Company's primary sole source contract manufacturer may have become impaired due to the declaration of bankruptcy by its U.S. parent corporation. Although the Company has taken measures to protect itself in the event that this contract manufacturer declares bankruptcy or is placed in receivership, the Company may suffer a loss of assets or disruption of its manufacturing processes and the Company's business, financial condition and results of operations may be adversely affected. If the Company were to change any of its sole source vendors or contract manufacturer, the Company would be required to requalify its components with each new vendor or contract manufacturer, respectively, as well as with each of its customers. Any inability of the Company to obtain timely deliveries of components, repair services, assembled amplifiers or RF power semiconductors of acceptable quality in required quantities or a significant increase in the prices of components for which the Company does not have alternative sources could materially and adversely affect the Company's business, financial condition and results of operations. The Company has occasionally experienced difficulties in obtaining some components, and no assurance can be given that shortages will not occur in the future.

Risks of International Sales. The Company operates in an international market and expects that sales outside of the United States will continue to account for a significant percentage of the Company's total revenues for the foreseeable future. These sales involve a number of inherent risks, including terrorist attacks on U.S. companies, imposition of government controls, currency exchange fluctuations, potential insolvency of international distributors, representatives, vendors and customers, reduced protection of intellectual property rights in some countries, the impact of recessionary environments in economies outside the United States, political instability and generally longer receivables collection periods, as well as tariffs and other trade barriers. In addition, where the Company sells its products in U.S. dollars, increases in the value of the dollar relative to the local currency would increase the price of the Company's products in foreign markets and make the Company's products relatively more expensive and less price competitive than competitors' products that are priced in local currencies. Where the Company sells its products in foreign currencies, the Company may be unable to increase or decrease the prices for its products in a timely fashion to reflect fluctuations in the exchange rate which would reduce the competitiveness of the Company's prices and result in lower revenues. Furthermore, foreign governments or regulatory bodies may in the future impose currency restrictions or controls which would impair or prohibit the Company's ability to

exchange its funds from foreign currencies into U.S. dollars thereby adversely affecting the Company's business, financial condition and results of operations. There can be no assurance that these factors will not have a material adverse effect on the Company's future international sales and, consequently, on the Company's business, financial condition and results of operations, and the Company has determined not to engage in hedging activities to mitigate any of these risks.

The Company anticipates that turmoil in financial markets and the deterioration of the underlying economic conditions in certain countries where the Company has significant sales may have an impact on its sales to customers located in or whose projects are based in those countries due to the impact of currency fluctuations on the relative price of the Company's products and restrictions on government spending imposed by the International Monetary Fund (the "IMF") on those countries receiving the IMF's assistance. In addition, customers in those countries may face reduced access to working capital to fund component purchases, such as the Company's products, due to higher interest rates, reduced funding of wireless infrastructure by domestic governments, reduced bank lending due to contractions in the money supply or the deterioration in the customer's or its bank's financial condition or the inability to access equity financing. A substantial majority of the Company's products are sold to OEMs who incorporate the Company's products into systems sold and installed to end-user customers. These OEMs are not required by contract and do not typically provide the Company with information regarding the location and identity of their end-user customers, and, therefore, the Company is not able to determine what portion of its product sales have been or future orders will be incorporated into OEM sales to end-users in countries experiencing financial market turmoil and/or deterioration of economic conditions. Furthermore, a large portion of the Company's existing customers and potential new customers are servicing new markets in developing countries that the Company's customers expect will deploy wireless communication networks as an alternative to the construction of a wireline infrastructure. If such countries decline to construct wireless communication systems, or construction of such systems is delayed for any reason, including business and economic conditions and changes in economic stability due to factors such as increased inflation and political turmoil, such delays could have a material adverse effect on the Company's business, financial condition and results of operations.

Reliance upon Growth of Wireless Services. Sales of power amplifiers to wireless infrastructure equipment suppliers and network operators have in the past accounted, and are expected in the future to account, for substantially all of the Company's product sales. Demand for wireless infrastructure equipment is driven by demand for wireless service. If demand for wireless services fails to increase or increases more slowly than the Company or its customers currently anticipate, the Company's business, financial condition and results of operations would be materially and adversely affected.

Market for the Company's Products Is Highly Competitive. The wireless communications equipment industry is extremely competitive and is characterized by rapid technological change, new product development and product obsolescence, evolving industry standards and significant price erosion over the life of a product. The ability of the Company to compete successfully and achieve profitability depends in part upon the rates at which wireless equipment OEMs incorporate the Company's products into their systems and the Company captures market share from other merchant suppliers. The Company's major OEM customers continuously evaluate whether to manufacture their own amplification products or purchase them from outside sources. There can be no assurance that these OEM customers will incorporate the Company's products into their systems or that in general they will continue to rely, or expand their reliance, on external sources of supply for their power amplifiers. These customers and other large manufacturers of wireless communications equipment could also elect to enter the merchant market and compete directly with the Company, and at least two OEMs, NEC and Lucent, have already done so. Such increased competition could materially adversely affect the Company's business, financial condition and results of operations.

The Company's principal competitors in the market for wireless amplification products provided by merchant suppliers currently include, Andrew, Celiant, Fujitsu, Japan Radio Co. Ltd., Mitsubishi, Panasonic, Paradigm, Powerwave and REMEC. No assurance can be given that the Company's competitors will not develop new technologies or enhancements to existing products or introduce new products that will offer superior price or performance features compared to the Company's products.

Risk of Licensed or Acquired Technologies. The wireless communications equipment industry is very competitive, and as such, the Company's growth is substantially dependent upon its ability to enhance its existing products and introduce new products on a timely basis. The Company has addressed in part its need to improve existing products and develop new products through the licensing of externally developed technologies and through the acquisition of such technologies by investing in other companies. The licensing or acquisition of externally developed technologies involves certain risks including difficulties in integrating the third party's technology into the Company's products, lack of control over the reliability, timely delivery and quality of such technology and the failure of the Company to realize additional revenue associated with such technology which can offset the license payments or the initial investment and related costs of such technology. If any of these risks materialize, the Company's license agreements or investments in externally developed technologies may not be financially successful and may adversely affect the Company's business, operating results and financial condition.

Uncertain Protection of Intellectual Property. The Company's ability to compete successfully and achieve future revenue growth will depend, in part, on its ability to protect its proprietary technology and operate without infringing the rights of others. The Company has a policy of seeking patents on inventions resulting from its ongoing research and development activities. There can be no assurance that the Company's pending patent applications will be allowed or that the issued or pending patents will not be challenged or circumvented by competitors. Notwithstanding the Company's active pursuit of patent protection, the Company believes that the success of its business depends more on the collective value of its patents, specifications, computer aided design and modeling tools, technical processes and employee expertise. In addition, the Company assigned 20 of its United States patents and 4 of its foreign patents to Cree in connection with the sale of UltraRF. The Company has been granted by Cree a non-exclusive, royalty-free license to each of these patents, however, there can be no assurance that Cree will adequately protect this proprietary information and any such failure could adversely affect the Company's business, financial condition and results of operations. The Company generally enters into confidentiality and nondisclosure agreements with its employees, suppliers, customers, and potential customers and limits access to and distribution of its proprietary technology. However, there can be no assurance that such measures will provide adequate protection for the Company's trade secrets or other proprietary information, or that the Company's trade secrets or proprietary technology will not otherwise become known or be independently developed by competitors. The failure of the Company to protect its proprietary technology could have a material adverse effect on its business, financial condition and results of operations.

Risk of Third Party Claims of Infringement. The communications equipment industry is characterized by vigorous protection and pursuit of intellectual property rights or positions, which have resulted in significant and often protracted and expensive litigation. Although there is currently no pending intellectual property litigation against the Company, the Company or its suppliers may from time to time be notified of claims that the Company may be infringing patents or other intellectual property rights owned by third parties. If it is necessary or desirable, the Company may seek licenses under such patents or other intellectual property rights. However, there can be no assurance that licenses will be offered or that the terms of any offered licenses will be acceptable to the Company. The failure to obtain a license from a third party for technology used by the Company or otherwise secure rights to use such technology could cause the Company to incur substantial liabilities, to suspend the manufacture of products or expend significant resources to develop noninfringing technology. There

can be no assurance that the Company would be successful in such development or that such licenses would be available on reasonable terms, if at all. In the event that any third party makes a successful claim against the Company or its customers and either a license is not made available to the Company on commercially reasonable terms or a "design around" is not practicable, the Company's business, financial condition and results of operations would be materially adversely affected. In addition, the Company remains liable for any potential claims, losses or expenses incurred by Cree as a direct or indirect result of any inaccuracy or breach of the intellectual property, taxes or environmental representations and warranties made by the Company in connection with the sale of UltraRF. The Company's liability for any such claim, loss or expense is unlimited, and, therefore, the filing of such a claim against Cree or the Company could materially adversely affect the Company's financial condition.

Furthermore, the Company may initiate claims or litigation against third parties for infringement of the Company's proprietary rights or to establish the validity of the Company's proprietary rights. Litigation by or against the Company could result in significant expense to the Company and divert the efforts of the Company's technical and management personnel, whether or not such litigation results in a favorable determination for the Company. In the event of an adverse result in any such litigation, the Company could be required to pay substantial damages, indemnify its customers, cease the manufacture, use and sale of infringing products, expend significant resources to develop noninfringing technology, discontinue the use of certain processes or obtain licenses to the infringing technology.

Government Regulation of Communications Industry. RF transmissions and emissions, and certain equipment used in connection therewith are regulated in the United States, Canada and throughout the rest of the world. Regulatory approvals generally must be obtained by the Company in connection with the manufacture and sale of its products, and by wireless network operators to operate the Company's products. The United States Federal Communications Commission (the "FCC") and regulatory authorities abroad constantly review RF emission issues and promulgate standards based on such reviews. If more stringent RF emission regulations are adopted, the Company and its OEM customers may be required to alter the manner in which radio signals are transmitted or otherwise alter the equipment transmitting such signals, which could materially adversely affect the Company's products and markets. The enactment by federal, state, local or international governments of new laws or regulations or a change in the interpretation of existing regulations could also materially adversely affect the market for the Company's products. For example, recently enacted laws and regulations which prohibit or restrict the use of hand held cellular telephones while operating a motor vehicle may have a material adverse affect on the market for the Company's products. Although deregulation of international communications industries along with radio frequency spectrum allocations made by the FCC have increased the potential demand for the Company's products by providing users of those products with opportunities to establish new wireless personal communications services, there can be no assurance that the trend toward deregulation and current regulatory developments favorable to the promotion of new and expanded personal communications services will continue or that other future regulatory changes will have a positive impact on the Company. Recently, the auction of new frequency spectrums has been delayed by the FCC. The increasing demand for wireless communications has exerted pressure on regulatory bodies worldwide to adopt new standards for such products, generally following extensive investigation of and deliberation over competing technologies. However, the delays inherent in this governmental approval process and the current uncertainty surrounding the ownership and allocation of wireless spectrum licenses have in the past caused, and may in the future cause, the cancellation, postponement or rescheduling of the FCC auction of spectrum licenses and the installation of communications systems by the Company's OEM customers. These delays have had in the past, and in the future may have, a material adverse effect on the sale of products by the Company to such OEM customers.

Environmental Regulations. The Company is subject to a variety of local, state and federal governmental regulations relating to the storage, discharge, handling, emission, generation, manufacture

and disposal of toxic or other hazardous substances used to manufacture the Company's products. The Company believes that it is currently in compliance in all material respects with such regulations and that it has obtained all necessary environmental permits to conduct its business. Nevertheless, the failure to comply with current or future regulations could result in the imposition of substantial fines on the Company, suspension of production, alteration of its manufacturing processes or cessation of operations. Compliance with such regulations could require the Company to acquire expensive remediation equipment or to incur substantial expenses. Any failure by the Company to control the use, disposal, removal or storage of, or to adequately restrict the discharge of, or assist in the cleanup of, hazardous or toxic substances, could subject the Company to significant liabilities, including joint and several liabilities under certain statutes. The imposition of such liabilities could materially adversely affect the Company's business, financial condition and results of operations. In addition, the Company is liable for any potential claim, loss or expense incurred by Cree as a result of any inaccuracy or breach of the environmental representations and warranties made by the Company in connection with the sale of UltraRF.

Management of Growth; Dependence on Key Personnel. The Company's business and growth has placed, and is expected to continue to place, a significant strain on the Company's personnel, management and other resources. The Company's ability to manage any future growth effectively will require it to attract, motivate, manage and retain new employees successfully, especially in the highly competitive northern California job market, to integrate new employees into its overall operations and to retain the continued service of its key technical, marketing and management personnel, and to continue to improve its operational, financial and management information systems. Although the Company has employment contracts with several of its executive officers, these agreements do not obligate such individuals to remain in the employment of the Company. The Company does not maintain key person life insurance on any of its key technical personnel. The competition for such personnel is intense. The Company has experienced loss of key employees in the past and could in the future. Such losses could have a material adverse effect on the Company.

The Company's ability to manage its growth will require it to continue to invest in its operational, financial and management information systems, procedures and controls. The Company can give no assurance that it will be able to manage its growth effectively. Failure to manage growth effectively would have a material adverse effect on the Company's business, financial condition and results of operations. The Company may, from time to time, pursue the acquisition of other companies, technology, assets or product lines that complement or expand its existing business. The Company may also, from time to time, pursue divestitures of existing operations, technology or assets. Acquisitions and divestitures involve a number of risks that could adversely affect the Company's operating results. These risks include the diversion of management's attention from day-to-day business, the fluctuation of operating results due to the timing of charges for costs associated with acquisitions or divestitures, the difficulty of combining and assimilating the operations and personnel of the acquired companies, the difficulty of separating a divested operation from the remaining operations, charges to the Company's earnings as a result of the purchase of intangible assets, and the potential loss of key employees as a result of an acquisition or divestiture. Should any acquisition or divestiture take place, we can give no assurance that this transaction will not materially and adversely affect the Company or that any such transaction will enhance the Company's business.

Risk of Business Interruption. The Company's operations are vulnerable to interruption by fire, earthquake, power loss, telecommunications failure and other events beyond the Company's control. The Company does not have a detailed disaster recovery plan and its facilities in the State of California have been in the past subject to electrical blackouts as a consequence of a shortage of available electrical power. In the event these blackouts occur in the future, they could disrupt the operations of the Company's facilities in California and increase the Company's operating costs. In addition, the Company does not carry sufficient business interruption insurance to compensate it for losses that may

occur and any losses or damages incurred could have a material adverse effect on the Company's business.

Volatility of Stock Price. The market price of the Company's stock has been and is likely to continue to be highly volatile, and is affected significantly by factors such as fluctuations in the Company's quarterly and annual operating results, customer concentration, reliance on single source vendors, reliance on outsource manufacturing, the timing difference between its customers' requested delivery dates and its vendor purchase commitments to support the customer's delivery requirements, reliance on international markets, the absence of the economies of scale achieved by some of its competitors, announcements of technological innovations, new customer contracts or new products by the Company or its competitors, announcements by the Company's customers regarding their business or prospects, changes in analysts' expectations, estimates and recommendations, news reports regarding the Company, its competitors and its markets, governmental regulatory action, developments with respect to patents or proprietary rights, announcements of significant acquisitions or strategic partnerships by the Company or its competitors, announcements of significant divestitures of existing businesses or product lines, concentration of stock ownership by a few entities resulting in a low float of the Company's common stock in the public market, a significant short interest ownership position in the Company's common stock, general market conditions and other factors. The market price of the Company's common stock has ranged from a low of $11.03 to a high of $16.70 during the period from December 31, 2001 to March 31, 2002. In addition, the stock market in general, and the market prices for power amplifier manufacturers in particular, have experienced extreme volatility that is often unrelated to the operating performance of these companies. These broad market and industry fluctuations may adversely affect the price of the Company's common stock, regardless of actual operating performance. The market price of the Company's common stock has fluctuated significantly in the past.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company develops products in the United States and markets its products in North America, South America, Europe and the Asia-Pacific region. Thus, the financial results could be affected by factors such as changes in foreign currency exchange rates or weak economic conditions in foreign markets. As the Company's sales are primarily denominated in U.S. dollars, a strengthening of the dollar could make the Company's products less competitive in foreign markets. In addition, a portion of the Company's international product revenues (primarily in China) and repair revenues (primarily in South Korea) are denominated in foreign currencies. In the circumstances that the Company bills and receives local currencies, the Company may be restricted or impaired from exchanging the local currency into U.S. dollars due to expatriation laws or regulations in foreign countries which would adversely affect the Company's operations and financial condition. As of March 31, 2002, the recorded values of cash and accounts receivable in Chinese Yuan and Korean Won were $1.5 million and $786,000, respectively, in the aggregate.

The Company's exposure to market rate risk for changes in interest rates relate primarily to its investment portfolio. The Company does not hold derivative financial instruments in its investment portfolio. The Company places its investments with high quality institutions and limits the amount of credit exposure to any one issuer. The Company is averse to principal loss and ensures the safety and preservation of its invested funds by limiting default, market and reinvestment risk. The Company classifies its short-term investments as "fixed-rate" if the rate of return on such instruments remains fixed over their term. These "fixed-rate" investments include fixed-rate U.S. government securities and corporate obligations with contractual maturity dates ranging from less than one year up to five years.

The table below presents the amounts and related weighted interest rates of the Company's short-term investments at March 31, 2002 and March 31, 2001 (dollars in thousands).

		March 31, 2002			March 31, 2001
Average fixed interest rate			3.6	%		5.5	%

Amortized cost		$	48,374		$	38,655

Fair value		$	48,585		$	38,919

Contractual maturity dates:
	Less than 1 year	$	13,466		$	8,931
	1 to 5 years		35,119			29,988

		$	48,585		$	38,919

Pursuant to the Asset Purchase Agreement, the Company received as partial consideration for the sale of UltraRF, 1,815,402 shares of common stock of Cree. In January 2001, the Company sold 191,094 shares, which were held in escrow, for approximately $6.3 million and realized a loss of approximately $481,000 from the sale of these securities. Between January to May 2001, the Company entered into various option arrangements, known as a cashless collar, expiring from July 2001 to May 2002, to hedge 1,100,000 shares of Cree common stock on hand. Pursuant to the terms of the option arrangements, the Company was able to realize an average of $25.32 per share for the 1,100,000 hedged shares if the share price of Cree was lower than $25.32 when the options expired. If the Cree stock price exceeded an average of $41.14 when the options expired, the Company would sell its hedged shares at $41.14 or settle the options for a cash amount equal to the difference between the Cree stock price and the option price. In fiscal 2002, the Company sold 1,139,308 shares of Cree common stock for $27.9 million and realized a loss of $12.6 million. The Company also terminated 615,000 shares of Cree stock options prior to their expiration dates and realized a gain of $4.4 million, which represented the proceeds realized upon termination of these options. In addition, the Company exercised put options in relation to 485,000 shares of Cree common stock for proceeds of $12.4 million and realized a loss of $4.8 million. As of March 31, 2002, the Company did not have any Cree common stock on hand.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

QUARTERLY RESULTS—UNAUDITED
(in thousands, except per share data)

		Three Months Ended
		July 1, 2001			Sept. 30, 2001			Dec. 30, 2001			Mar. 31, 2002
Net revenues		$	30,440		$	20,370		$	25,457		$	27,515
Cost of revenues		$	29,852		$	23,767		$	24,030		$	23,539
Gross profit		$	588		$	(3,397	)	$	1,427		$	3,976
Net income (loss) before cumulative effect of change in accounting principle		$	(4,720	)	$	(15,838	)	$	(811	)	$	502
Net income (loss)(1)		$	(4,226	)	$	(15,838	)	$	(811	)	$	502
Net income (loss) before cumulative effect of change in accounting principle per share:
	Basic	$	(0.41	)	$	(1.37	)	$	(0.07	)	$	0.04
	Diluted	$	(0.41	)	$	(1.37	)	$	(0.07	)	$	0.04
Net income (loss) per share:
	Basic	$	(0.37	)	$	(1.37	)	$	(0.07	)	$	0.04
	Diluted	$	(0.37	)	$	(1.37	)	$	(0.07	)	$	0.04
Shares used in computing per share amounts:
	Basic		11,552			11,581			11,360			11,382
	Diluted		11,552			11,581			11,360			11,502

		Three Months Ended
		July 2, 2000			Oct. 1, 2000			Dec. 31, 2000		Mar. 31, 2001
Net revenues		$	42,190		$	41,916		$	51,398	$	44,248
Cost of revenues		$	35,268		$	34,714		$	39,490	$	35,583
Gross profit		$	6,922		$	7,202		$	11,908	$	8,665
Net income (loss)(2)		$	(3,800	)	$	(3,865	)	$	13,410	$	7,735
Net income (loss) per share:
	Basic	$	(0.35	)	$	(0.35	)	$	1.20	$	0.68
	Diluted	$	(0.35	)	$	(0.35	)	$	1.19	$	0.67
Shares used in computing per share amounts:
	Basic		10,916			10,974			11,154		11,416
	Diluted		10,916			10,974			11,270		11,627

(1): Consolidated financial results for the quarter ended July 1, 2001 includes $7.5 million gain on sale of UltraRF to Cree, $2.3 million net realized loss on the sale of Cree stock and options and $494,000 cumulative adjustment upon the adoption of FAS133 on April 1, 2001. Consolidated financial results for the quarter ended September 30, 2001 includes $8.3 million gain on sale of UltraRF to Cree and $11.2 million net realized loss on the sale of Cree stock and options. Consolidated financial results for the quarter ended December 30, 2001 includes $7.5 million gain on the sale of UltraRF to Cree. Consolidated financial results for the quarter ended March 31, 2002 includes $6.7 million gain on sale of UltraRF to Cree.

(2): Consolidated financial results for the quarters ended December 31, 2000 and March 31, 2001 reflect a gain of $11.7 million and $7.2 million, respectively, related to the sale of UltraRF to Cree on December 29, 2000.

See Note 2 of Notes to Consolidated Financial Statements herein regarding the sale of UltraRF.

The Company's consolidated financial statements and the independent accountants' reports appear on pages F-1 through F-33 of this Report.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Not applicable.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The members of the board of directors and the executive officers of the Company are and certain information about them as of May 31, 2002 is as follows:

Name	Age	Position
Garrett A. Garrettson	58	Chairman of the Board
Thomas H. Waechter	49	President, Chief Executive Officer and Director
Martin Cooper(1)	73	Director
Charles D. Kissner(2)	54	Director
Henry C. Montgomery(2)	66	Director
Robert W. Shaner(1)	54	Director
Robert C. Wilson(2)	82	Director
Michael D. Angel	46	Executive Vice President, Finance and Administration, Chief Financial Officer and Secretary
Thomas A. Jones	47	Vice President, Human Resources
Robert D. Lyells	50	Vice President, Operations
Joseph M. Madden	35	Vice President, Marketing
Harry W. Oh	44	Vice President and General Manager, Asia Pacific
David S. Piazza	38	Vice President, Development
Donald W. Sinnar	59	Vice President, Sales & Service

(1): Member of Human Resources Committee.
(2): Member of Audit Committee.

Mr. Garrettson joined the Company in April 1996 and is currently its Chairman of the Board of Directors. Since November 2001, Mr. Garrettson has been the President, Chief Executive Officer and a Director of ClairVoyante Laboratories, Inc., a company that develops technology for flat panel and projector products. Mr. Garrettson served as a technical strategist of the Company from March 2000 to March 2002. From April 1996 to March 2000, Mr. Garrettson served as President, Chief Executive Officer and a Director of the Company. From March 1993 until he joined the Company, Mr. Garrettson was President and Chief Executive Officer of Censtor Corporation, a company that designs and sells technology related to magnetic recording heads for the disk drive industry. Mr. Garrettson has also held various executive management positions with Control Data Corporation, a computer system company, from November 1986 to October 1989, and Seagate Technology Inc., a company that designs and manufactures disk drives, from October 1989 to March 1993. From October 1973 to November 1986, Mr. Garrettson also held various engineering management positions with Hewlett Packard Laboratories, a division of Hewlett Packard Company, a company providing computing and imaging products. Mr. Garrettson is also a director of TCSI Corporation, a company that provides telecom network management software. Mr. Garrettson holds a B.S. and an M.S. in Engineering Physics and a Ph.D. in Mechanical Engineering from Stanford University.

Mr. Waechter joined the Company in March 2000 as its President and Chief Executive Officer, and as a Director. From January 2000 until he joined the Company, Mr. Waechter was employed by Asyst Technologies, Inc., a company that provides mini-environment and manufacturing automation systems, as its Senior Vice President of Global Business Operations. From September 1986 until January 2000, Mr. Waechter was employed by Schlumberger Ltd., a company providing oilfield services, natural resource management, smart card-based technology and associated systems, and semiconductor test equipment, in various management positions, most recently as its Vice President of Global Operations. Mr. Waechter holds a B.B.A. in Business Management from the College of William and Mary.

Mr. Cooper has been a director of the Company since January 1994. Mr. Cooper is a founder of ArrayComm, Inc., a wireless technology manufacturer, has served as Chairman since April 1992 and is presently its Chief Executive Officer. He has served as Chairman of Dyna, Incorporated, a consulting company, since 1986. From 1985 to December 1992, he served as President of Cellular Pay Phone Incorporated, a cellular pay telephone company. From 1982 to 1986, he was a co-founder, Chairman and Chief Executive Officer of Cellular Business Systems, Inc., a management information company. From 1954 to 1983, Mr. Cooper served in a variety of positions including Corporate Vice President, Division Manager and Corporate Director of Research and Development of Motorola, Inc. He is a Fellow of the IEEE and of the Radio Club of America and a recipient of the IEEE Centennial medal. He serves on the Advisory Board of the International National Electronics Consortium and on the Board of Trustees of the Illinois Institute of Technology. Mr. Cooper holds a B.S. and an M.S. in Electrical Engineering from the Illinois Institute of Technology.

Mr. Kissner has served as a director of the Company since March 1998. Mr. Kissner currently serves as Chairman of the Board and Chief Executive Officer of DMC Stratex Networks, Inc., ("DMC"), formerly known as Digital Microwave Corporation, a wireless telecommunications equipment company. Mr. Kissner joined DMC in July 1995 as its President and Chief Executive Officer and was appointed Chairman of the Board in August 1996. Mr. Kissner served as Chief Executive Officer of DMC until May 2000 and resumed this position in October 2001. Prior to joining DMC, Mr. Kissner served from July 1993 to July 1995 as Vice President and General Manager of Microelectronics Division of M/A-COM, Inc., a manufacturer of radio and microwave communication products. From February 1990 to July 1993, Mr. Kissner served as President, Chief Executive Officer and a Director of Aristacom International, Inc., a communications software company. From 1971 to 1990, Mr. Kissner was an executive with AT&T and Fujitsu in a variety of positions. Mr. Kissner is also a director of SonicWALL, Inc., a supplier of Internet infrastructure security products. Mr. Kissner holds a B.S. in Industrial Management and Electrical Engineering from California State Polytechnic University and an M.B.A. from the University of Santa Clara.

Mr. Montgomery has been a director of the Company since November 2000. From May to September 1999, Mr. Montgomery also served as Interim Executive Vice President, Finance and Administration, Chief Financial Officer and Secretary of the Company. Since 1980, Mr. Montgomery has been the Chairman of the Board of Montgomery Financial Services Corporation, a management consulting and financial services firm which has assisted companies in transition or that are financially troubled from time to time. From January 2000 to March 2001, Mr. Montgomery served as Executive Vice President, Finance and Administration and Chief Financial Officer of Indus International, Inc., a company engaged in enterprise asset management systems. From November 1996 through July 1997, Mr. Montgomery served as Executive Vice President of SyQuest Technology, Inc. ("SyQuest"), a company that develops, manufactures and sells computer hard drives. On November 1998, SyQuest filed a petition under Chapter 11 of the U.S. Bankruptcy Code. Mr. Montgomery also serves as a director of Catalyst Semiconductor, Inc., a semiconductor manufacturer, Consolidated Freightways Corporation, a trucking company, and Swift Energy Company, an oil and gas company. Mr. Montgomery holds a B.A. in Economics from Miami University, Oxford, Ohio.

Mr. Shaner has served as a director of the Company since April 1999. Since October 2000, Mr. Shaner has been the President of Wireless Operations for Cingular, a joint venture between the wireless divisions of SBC Communications Inc. and BellSouth Corporation. From November 1999 to October 2000, Mr. Shaner served as the President of SBC Wireless, Inc., a provider of wireless communication services to consumers and businesses. Mr. Shaner served as the President and Chief Executive Officer of Pacific Bell Wireless from August 1998 to November 1999. Prior to assuming that position, Mr. Shaner served as President of SBCI Europe and Middle East for SBC International, Inc. from March 1997 to July 1998. From 1995 to February 1997, Mr. Shaner held the position of President and Chief Executive Officer for SBC International Wireless in France. From 1991 to 1995 Mr. Shaner

served as Executive Vice President for Southwestern Bell Mobile System. Prior to 1991, Mr. Shaner held various other management positions at Southwestern Bell Telephone/Telecom and Cellular One. Mr. Shaner also serves as a director of Central Methodist College. Mr. Shaner holds a B.A. from Central Methodist College.

Mr. Wilson has served as a director of the Company since October 1995. Mr. Wilson has been Chairman of Wilson & Chambers, a venture capital and consulting firm, since December 1982. Mr. Wilson served as President, Chief Executive Officer and Chairman of the Board at Memorex Corporation from 1974 until 1980. From 1971 to 1974, Mr. Wilson served as President and Chief Executive Officer of Collins Radio Company, a communications company. From 1969 to 1971, Mr. Wilson was employed by Rockwell International, a diversified manufacturing company, first as President of Commercial Products and later as Executive Vice President. He is currently a member of the boards of directors of Gigatronics Inc., a microwave instrument supplier. Mr. Wilson holds a B.S. in Engineering from the University of California at Berkeley.

Mr. Angel joined the Company in September 1999 as its Executive Vice President, Finance and Administration, Chief Financial Officer and Secretary. From April 1994 until he joined the Company, Mr. Angel was employed by National Semiconductor Corporation, a company that designs and manufactures semiconductor products, in various management positions, most recently as its Director of Finance of Worldwide Manufacturing and Central Technology Operations. Mr. Angel has also held various positions with Hitachi Data Systems, a manufacturer of mainframe computers, storage systems, open systems hardware and software, and PricewaterhouseCoopers LLP, an accounting and professional consulting firm. Mr. Angel holds a B.S. degree in Business Administration with a concentration in Accounting from California State University, Chico.

Mr. Jones joined the Company in April 2001 as its Vice President, Human Resources. From December 1999 until he joined Spectrian, Mr. Jones was employed by GN Resound, Inc., a manufacturer of high-technology hearing instruments, as its Senior Vice President of Global Human Resources. From February 1999 to August 1999, Mr. Jones was employed by TriStrata Corporation, a company that develops internet security technology, in various positions, most recently as its Vice President, Human Resources. From August 1997 to February 1999, Mr. Jones was employed by Forte Software/Sun Microsystems, Inc., a provider of computer systems, high speed microprocessors and high performance software, in various positions, most recently as its Vice President, Human Resources. From August 1995 to August 1997, Mr. Jones was employed by Pilot Software, Inc./Dun & Bradstreet Corporation, a company that develops business application software, as its Chief Human Resources Executive. Mr. Jones holds a B.S. degree in Psychology from Baldwin-Wallace College and a M.S. degree from Iowa State University.

Mr. Lyells joined the Company in November 2001 as its Vice President, Operations. From September 2000 until he joined Spectrian, Mr. Lyells was employed by Maxwell Technologies, Inc., a designer and manufacturer of electronic components and power and computing systems, as its Vice President and General Manager, Sierra Division. From November 1999 to September 2000, Mr. Lyells was employed by MyTurn.Com, Inc., a developer and manufacturer of computer systems and an internet service provider, as its Vice President, Manufacturing. From December 1997 to November 1999, Mr. Lyells was employed at 3D Systems, Inc., a developer and manufacturer of solid imaging systems as its Senior Director, Product Assurance and Technology Center. From October 1994 to December 1997, Mr. Lyells was employed by Quality Systems, Inc., a quality management consulting company, as a consultant. Mr. Lyells holds a B.S. degree in Physics from Illinois Institute of Technology.

Mr. Madden joined the Company in June 1997 and is currently its Vice President, Marketing. From May 1992 until he joined Spectrian, Mr. Madden was employed by Superconductor Technologies, Inc., a manufacturer of high performance filters for the mobile wireless telecommunications industry, in

various management positions, most recently as its Director of Product Management. Mr. Madden holds a B.S. degree in Physics from University of California, Los Angeles.

Mr. Oh joined the Company in May 2000 as its Vice President and General Manager, Asia Pacific. From April 1996 to May 2000, Mr. Oh was a consultant to the Company acting as a senior advisor for Far East Sales and Executive Managing Director in Asia Pacific. From February 1989 until he joined Spectrian, Mr. Oh was self-employed as President of Capitalend Corporation. Mr. Oh holds a B.S. degree in Industrial & System Engineering from University of Southern California.

Mr. Piazza joined the Company in February 1990 and is currently its Vice President, Development. Mr. Piazza has held various positions since joining the Company including General Manager, Semiconductor Division and Vice President, Semiconductor Research and Development. Mr. Piazza holds a B.S. degree in Electrical Engineering from University of California, Davis.

Mr. Sinnar joined the Company in September 2001 and as its Vice President, Sales and Service. From December 1995 until he joined Spectrian, Mr. Sinnar was employed by Odetics, Inc., a supplier of communications equipment for the television broadcast, video security, telecommunications and intelligent transportation system markets, as its Senior Vice President and General Manager. Mr. Sinnar holds a B.S degree in Accounting from Benjamin Franklin University in Washington D.C.

Section 16 Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), requires the Company's executive officers, directors and persons who own more than ten percent of a registered class of the Company's equity securities to file reports of ownership and changes in ownership with the Securities and Exchange Commission ("Commission") and the National Association of Securities Dealers, Inc. Executive officers, directors and greater than ten percent stockholders are required by Commission regulation to furnish the Company with copies of all Section 16(a) forms they file. Based solely on its review of the copies of such forms received by it, or written representations from certain reporting persons, the Company believes that, during fiscal 2002, all executive officers, directors and greater than ten percent stockholders of the Company complied with all applicable filing requirements.

ITEM 11. EXECUTIVE COMPENSATION

Summary Compensation Table

The following Summary Compensation Table sets forth certain information regarding the compensation of the Chief Executive Officer of the Company and the other four most highly compensated executive officers of the Company and one former executive officer who would have been listed as one of the four most highly compensated executive officers but for the fact that he was not employed by the Company as of March 31, 2002 (collectively, the "Named Executive Officers") for services rendered in all capacities to the Company in fiscal 2002.

								Long-Term Compensation Awards
	Annual Compensation(1)							Long-Term Compensation Awards
	Annual Compensation(1)							Number of Securities Underlying Options(#)
Name and Principal Position	Fiscal Year	Salary($)			Bonus($)			Number of Securities Underlying Options(#)	All Other Compensation ($)
Thomas H. Waechter President, Chief Executive Officer and Director(2)	2002 2001 2000	$	350,001 345,617 —		$	73,376 110,906 100,000	(3)	— 110,000 250,000	$	— — —
Harry W. Oh Vice President and General Manager, Asia Pacific(4)	2002 2001 2000		209,327 152,795 —			135,906 171,239 —	(5) (5)	— 60,000 —		260,845 87,474 —	(6) (6)
Michael D. Angel Executive Vice President, Finance and Administration, Chief Financial Officer and Secretary(7)	2002 2001 2000		249,519 224,519 99,234			47,001 58,613 —		— 90,000 110,000		— — —
Joseph M. Madden Vice President, Marketing	2002 2001 2000		207,923 165,423 137,968	(8)		25,021 36,423 —		— 47,500 17,000		— — —
David S. Piazza Vice President, Development	2002 2001 2000		194,519 169,654 156,333			35,534 36,507 —		— 47,500 —		— — —
Garrett A. Garrettson Chairman of the Board(9)	2002 2001 2000		158,469 294,122 303,357			80,933 95,753 —		— — 50,000		39,069 — —	(10)

(1): Other than salary and bonus, described herein, the Company did not pay the persons named in the Summary Compensation Table any compensation, including incidental personal benefits, in excess of 10% of such Named Executive Officer's salary, except for Harry W. Oh and Garrett A. Garrettson, whose personal benefits for fiscal 2002 and fiscal 2001 were disclosed under All Other Compensation.
(2): Mr. Waechter joined the Company as President, Chief Executive Officer and as a Director on March 31, 2000.
(3): Mr. Waechter's bonus in fiscal 2000 as presented above represents a sign-on bonus of $100,000.
(4): Mr. Oh joined the Company in May 2000 as Vice President and General Manager, Asia Pacific. Prior to May 2000, Mr. Oh was the Company's senior advisor for Far East Sales and Executive Managing Director in Asia Pacific with a consultant status.
(5): Mr. Oh's fiscal 2001 and fiscal 2002 bonus include $96,213 and $115,857, respectively, earned as a sales commission bonus while working as a full time employee for the Company. Mr. Oh's bonus

in fiscal 2001 also includes $51,894 earned as commission in connection with his consultant status prior to joining the Company as a full time employee.

(6): Mr. Oh's other compensation in fiscal 2001 includes an expatriate housing allowance of $58,181 and a tuition reimbursement for his children of $24,283. Mr. Oh's other compensation in fiscal 2002 includes an expatriate housing allowance of $60,000, a tuition reimbursement for his children of $23,700, personal income tax reimbursement of $161,259 and employer matching of 401 (K) contribution of $3,150 and employer paid health insurance premium of $12,736.
(7): Mr. Angel joined the Company as Executive Vice President, Financial and Administration, Chief Financial Officer and Secretary in September 1999.
(8): Mr. Madden's salary in fiscal 2002 as presented above includes approximately $12,900 of vacation time which Mr. Madden elected to receive in cash.
(9): Mr. Garrettson resigned his position as President and Chief Executive Officer of the Company in March 2000 and became Chairman of the Board effective the same date. Mr. Garrettson retired as an employee of the Company in March 2002.
(10): Mr. Garrettson's other compensation in fiscal 2002 includes employer paid health insurance premium of $32,156, life insurance premium of $5,706 and employer matching of 401(K) contribution of $1,207.

Option Grants in Fiscal 2002

The following table provides information concerning each grant of options to purchase the Company's Common Stock made during fiscal 2002 to the Named Executive Officers.

	Number of Securities Underlying Option Granted	% of Total Options Granted to Employees in Fiscal Year			Potential Realizable Value
Name			Exercise Price Per Share	Expiration Date	Potential Realizable Value
Name			Exercise Price Per Share	Expiration Date	5%	10%
Thomas H. Waechter	—	—	—	—	—	—
Harry W. Oh	—	—	—	—	—	—
Michael D. Angel	—	—	—	—	—	—
Joseph M. Madden	—	—	—	—	—	—
David S. Piazza	—	—	—	—	—	—
Garrett A. Garrettson	—	—	—	—	—	—

Aggregated Option Exercises in Fiscal 2002 and Fiscal Year-end Option Values

The following table sets forth certain information regarding the exercise of stock options during fiscal 2002 and the value of options held as of March 31, 2002 by the Named Executive Officers.

				Number of Securities Underlying Unexercised Options at March 31, 2002		Value of Unexercised In-the- Money Options at March 31, 2002($)(2)
Name	Shares Acquired on Exercise	Value Realized(1)
Name	Shares Acquired on Exercise	Value Realized(1)		Exercisable	Unexercisable	Exercisable		Unexercisable
Thomas H. Waechter	—		—	154,583	205,417	$	33,863	$	101,588
Harry W. Oh	—		—	49,693	56,807		18,679		44,727
Michael D. Angel	—		—	97,917	102,083		27,278		77,585
Joseph M. Madden	—		—	38,213	39,437		19333		44,903
David S. Piazza	—		—	76,727	35,260		177,121		48,575
Garrett A. Garrettson	30,000	$	85,165	260,100	—		20,738		—

(1): Market value of the Company's Common Stock at the exercise date minus the exercise price.

(2): Market value of the Company's Common Stock, $14.32 per share, as reported on the Nasdaq National Market on March 28, 2001, the trading day closest to fiscal year end, minus the exercise price.

Employment Contracts and Change of Control Arrangements

On April 1, 2001, the Company and Garrett A. Garrettson, Chairman of the Board of Directors and a former officer, entered into an employment agreement pursuant to which Mr. Garrettson agreed to act as a technical strategist for the Company until March 31, 2003. On September 30, 2001, the Company and Mr. Garrettson entered into a Notice of Termination Agreement ("the Notice of Termination") pursuant to which Mr. Garrettson agreed to act as a technical strategist for the Company on a half time basis until March 31, 2002. On March 31, 2002, Mr. Garrettson resigned as a technical strategist of the Company. Pursuant to the terms of the Notice of Termination, Mr. Garrettson shall receive payment of his salary at a rate of $12,262 per month until March 31, 2003 and a fiscal 2003 bonus payment of approximately $40,500. Mr. Garrettson also received a lump sum payment from the Company of $80,932 as his target bonus for fiscal year 2002. In addition, Mr. Garrettson's options to purchase common stock became fully vested and immediately exercisable as of March 31, 2002 and Mr. Garretson has 12 months thereafter to exercise his options. The Notice of Termination Agreement also provides that the Company will continue to pay his COBRA premiums and the premiums on his existing disability policy through March 31, 2003. Mr. Garrettson released the Company from any and all claims or any liability for compensation except as set forth in his employment agreement or in the Notice of Termination.

On April 6, 2001, the Company entered into a change of control and severance agreement with Thomas A. Jones. On July 19, 2001 and upon the initial employment for those officers who joined the Company after such date, the Company entered into change of control and severance agreements with each of: Thomas H. Waechter, Michael D. Angel, David S. Piazza, Joseph M. Madden, Harry W. Oh, Donald W. Sinnar and Robert Lyells. Under the terms of these change of control and severance agreements, in the event that any of the above officers is subject to involuntary termination (as defined in the change of control and severance agreements) at any time after a change of control (as defined in the change of control and severance agreements), his outstanding options will become fully vested and immediately exercisable. The change of control and severance agreements for Messrs. Waechter, Angel, Jones, Piazza, Madden, Oh, Sinnar and Lyells provide in general that a termination is an involuntary termination if (A) the Company terminates the officer's employment without cause (as defined in the change of control and severance agreements) or (B) the officer terminates his employment for any of the following reasons:

•: a significant reduction in the facilities and perquisites available to him;
•: a reduction in his base salary;
•: a material reduction in kind or level of his benefits;
•: his relocation to a facility more than 35 miles away from his current location; and
•: the failure of a successor entity to assume his change of control and severance agreement.

In addition to the requirements listed above, Mr. Waechter's change of control and severance agreement also provides that a termination may be deemed an involuntary termination if Mr. Waechter were to terminate his employment with the Company after a change of control (as defined in the change of control and severance agreements) due to:

•: a reduction in his target bonus; or
•: a significant reduction of his duties, position or responsibilities or his removal from such duties or position unless he is provided with comparable duties, position and responsibilities as the

chief executive officer of an independent public company of equal or greater size and he reports directly to the board of directors of such company.

In connection with the negotiation of the Merger Agreement and the merger, Mr. Waechter has entered into an employment agreement with REMEC that will supersede Mr. Waechter's change of control and severance agreement with the Company upon the closing of the merger. See "Employment Arrangements with REMEC" below.

In addition to the requirements listed above, Mr. Angel's change of control and severance agreement provides that a termination may be deemed an involuntary termination if Mr. Angel were to terminate his employment with the Company due to:

•: a reduction in his target bonus; or
•: a significant reduction of his duties, position or responsibilities or his removal from such duties or position unless he is provided with comparable duties, position and responsibilities as the chief financial officer of an independent public company of equal or greater size and he reports directly to the chief executive officer of such company.

In addition to the requirements listed above, the change of control and severance agreements for Messrs. Jones, Piazza, Madden, Oh, Sinnar and Lyells also provide that a termination may be deemed an involuntary termination if the officer terminates his employment due to a significant reduction of the officer's duties, position or responsibilities or the removal of the officer from such duties or position unless he is provided with comparable duties and position. Also, Mr. Jones' change of control and severance agreement provides that a termination may be deemed an involuntary termination if Mr. Jones terminates his employment due to a reduction in his target bonus. In connection with the negotiation of the merger agreement and the merger, Messrs. Jones and Piazza have entered into employment agreements with REMEC that will supersede their respective change of control and severance agreements with Spectrian. See "Employment Arrangements with REMEC" below.

The change of control and severance agreements provide that if an officer's status is involuntarily terminated at any time after a change of control (as defined in the change of control and severance agreements) of the Company, the Company will be obligated to pay the officer his base salary as in effect at the time of his termination, 100% of his targeted bonus and employee benefits for one year after his termination. For Mr. Waechter, the duration of base salary, targeted bonus payments and employee benefits is three years. For Mr. Angel, the duration of base salary, targeted bonus payments and employee benefits is two years. In addition, upon an involuntary termination following a change of control (as defined in the change of control and severance agreements), all of the officer's options to purchase common stock shall become fully vested and immediately exercisable. Mr. Waechter and Mr. Angel's change of control and severance agreements also provide that the Company shall pay any excise taxes imposed upon either Mr. Waechter or Mr. Angel, whichever is applicable, pursuant to Section 280G of the Internal Revenue Code, or any excise taxes imposed due to the Company's payment of the excise tax, due to their receipt of any severance payments or benefits from the Company.

The change of control and severance agreements of each of Thomas H. Waechter, Michael D. Angel, Thomas A. Jones, David Piazza, Joseph M. Madden, Harry W. Oh, Donald W. Sinnar and Robert Lyells define a Change of Control to mean the occurrence of any of the following events: (i) the approval of the Company's stockholders of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent more than 50% of the total voting power of the surviving entity; (ii) the approval of the Company's stockholders of a plan of liquidation or the sale or disposition of all or substantially all of the Company's assets; (iii) any person becoming the beneficial owner, directly or indirectly, of 50% or more of the Company's outstanding

voting securities or (iv) a change in the composition of the Board of Directors of the Company, as a result of which fewer than a majority of the directors are Incumbent Directors, where "Incumbent Directors" means directors who either (A) are directors of the Company as of the date of the change of control and severance agreement or (B) are elected, or nominated for election, to the Board of Directors of the Company with the affirmative votes of at least a majority of the Incumbent Directors at the time of such election or nomination.

In April 2001, in connection with his acceptance of employment, Thomas A. Jones, Vice President, Human Resources, entered into an employment letter with the Company pursuant to which he receives an annual base salary of $175,000. The employment letter provides for additional variable compensation in the target amount of $43,750 per year. Mr. Jones received a sign on bonus of $25,000. The Company also granted Mr. Jones shortly after he commenced his employment an option to purchase 50,000 shares of common stock subject to the Company's standard vesting schedule.

In September 2001, in connection with his acceptance of employment, Donald W. Sinnar, Vice President, Sales & Service, entered into an employment letter with the Company pursuant to which he receives an annual base salary of $195,000. The employment letter provides for additional variable compensation in the target amount of $78,000 per year. Mr. Sinnar received a sign on bonus of $5,000. The Company provided Mr. Sinnar with an interim living facility and has agreed to pay all of his relocation expenses. The Company also granted Mr. Sinnar shortly after he commenced his employment an option to purchase 80,500 shares of common stock subject to the Company's standard vesting schedule.

In November 2001, in connection with his acceptance of employment, Robert D. Lyells, Vice President, Operations, entered into an employment letter with the Company pursuant to which he receives an annual base salary of $180,000. The employment letter provides for additional variable compensation in the target amount of $72,000 per year. Mr. Lyells received a sign on bonus of $5,000. The Company also granted Mr. Lyells shortly after he commenced his employment an option to purchase 80,000 shares of common stock subject to the Company's standard vesting schedule.

Christopher A. Menicou, a former Vice President of the Company, resigned his employment from the Company effective January 17, 2002 pursuant to a separation agreement. According to the terms of his separation agreement, Mr. Menicou received payment of his salary at a rate of $15,000 per month until May 17, 2002. In addition, the Company paid $7,500 for outplacement services for Mr. Menicou and paid his COBRA and executive reimbursement policy premiums until May 17, 2002. Mr. Menicou released the Company from any and all claims or any liability for compensation except as set forth in his separation agreement.

In May 2002, the Company amended all of the outstanding options under the 1994 Director Option Plan to provide that effective only if the merger closes, each non-employee director who has outstanding option grants under the 1994 Director Option Plan shall have nine months from the date of the closing of the merger to exercise his options. Each of the following directors holds outstanding options under the 1994 Director Option Plan: Mr. Cooper, Mr. Montgomery, Mr. Shaner, Mr. Kissner and Mr. Wilson. The outstanding options under the 1994 Director Option Plan previously provided for an exercisability period of 90 days following a change of control.

In May 2002, the Company amended the change of control severance agreements of each of Mr. Waechter, Mr. Angel, Mr. Jones, Mr. Oh, Mr. Madden, Mr. Piazza, Mr. Sinnar and Mr. Lyells to provide that effective only if the merger is closed, any of these individuals who is subject to Involuntary Termination (as defined is such individual's change of control severance agreement) at any time after the closing of the merger shall have nine months from the date of his Involuntary Termination to exercise his stock options. The change of control severance agreements previously provided for a period of 90 days following an Involuntary Termination to exercise stock options.

Other than the severance obligations of the Company under the various change of control severance agreements, the employees are employed at-will by the Company and are eligible to participate in the Company's employee benefit plans and executive compensation programs.

Employment Contracts with REMEC

In connection with the execution of the Merger Agreement, Mr. Waechter, the Company's President and Chief Executive Officer, entered into an employment agreement with REMEC, which will become effective upon the closing of the merger. Pursuant to his employment agreement, Mr. Waechter will become the President and Chief Operating Officer of REMEC upon the closing of the merger. Upon the closing of the merger, Mr. Waechter has also agreed to waive his rights under his agreements with Spectrian and REMEC will pay Mr. Waechter $1,000,000 in cash on a pre-tax basis as consideration for the waiver of approximately $1,600,000 in payments he would have been entitled to receive under his change of control and severance agreement with the Company. REMEC will pay Mr. Waechter an annual base salary of $375,000 and an annual target bonus of 30% of his annual base salary provided Mr. Waechter achieves certain objectives. Mr. Waechter will relocate to REMEC's Del Mar, California offices and REMEC will reimburse him for all actual relocation expenses, including closing costs on the sale and purchase of his home. Mr. Waechter will receive a tax gross up payment to cover all federal, state and local income and employment taxes with respect to his relocation expenses as well as on this gross up payment. Mr. Waechter will also be reimbursed for the reasonable cost of a country club membership and he will receive a $9,000 annual car allowance and six weeks of vacation a year. REMEC will grant Mr. Waechter an option to purchase 100,000 shares of REMEC's common stock at the then current fair market value immediately after he becomes an employee of REMEC.

Mr. Waechter's employment agreement provides that if in the first three years of his employment with REMEC, he is terminated without cause (as defined in his employment agreement) or resigns for good reason (as defined in his employment agreement), then he is entitled to receive:

•: payment of his base salary as in effect at the time of termination, 100% of his targeted bonus and employee benefits for three years after his termination;
•: accelerated vesting of all of his options which were assumed by REMEC in connection with the merger to the extent that such options would vest in the three year severance period if he had remained an employee of REMEC; and
•: accelerated vesting of all his options which were granted after the closing of the merger to the extent that such options would vest in the year following Mr. Waechter's termination date assuming he had remained an employee of REMEC.

Mr. Waechter's employment agreement also provides that if he is still employed at REMEC on the date of a change of control of REMEC, he will receive:

•: accelerated vesting of all his options that were assumed by REMEC in connection with the merger to the extent that such options would vest in the three years following the date of the change of control and
•: accelerated vesting of all his options that were granted after the closing of the merger to the extent that such options would vest in the year following the date of the change of control.

In the event Mr. Waechter is terminated without cause (as defined in his employment agreement) or resigns for good reason (as defined in his employment agreement) within two years following a

change of control (as defined in his employment agreement) of REMEC, then Mr. Waechter will also be entitled to receive:

•: payment of his base salary as in effect at the time of termination, 100% of his targeted bonus and employee benefits for three years after his termination and
•: accelerated vesting of all his options.

The definition of Change of Control in Mr. Waechter's employment agreement mirrors that set forth in his change of control and severance agreement with the Company.

The definition of Good Reason in Mr. Waechter's employment agreement is substantially similar to the definition of Involuntary Termination set forth in his change of control and severance agreement with the Company.

Mr. Waechter's employment agreement also provides for the imposition of a "best-of" provision with respect to Section 280G of the Internal Revenue Code of 1986, as amended, or the Internal Revenue Code or any similar tax, if Mr. Waechter's employment with REMEC is terminated without cause or for good reason within three years of the closing date of the merger or within two years after a change of control of REMEC. Upon the occurrence of either of these events, the benefits received by Mr. Waechter under his employment agreement will be paid at his election either in full or in such lesser amount such that the excise tax associated with Section 280G of the Internal Revenue Code will not apply with respect to the receipt of such benefits.

In order to receive his severance payments and benefits during the three year severance period following his termination, Mr. Waechter will not engage in any activity which is deemed to be in competition with REMEC's business. Mr. Waechter has also agreed not to solicit, directly or indirectly, any employee to leave his or her employment with REMEC. Mr. Waechter also released REMEC from any and all claims or any liability for severance benefits or stock acceleration except as set for in his employment agreement with REMEC.

Mr. Piazza, the Company's Vice President, Development, entered into an employment agreement with REMEC pursuant to which Mr. Piazza will become the General Manager, Advanced Amplifier Products of REMEC upon the closing of the merger. REMEC will pay Mr. Piazza an annual base salary of $195,000 and an annual target bonus of 30% of his annual base salary provided Mr. Piazza achieves certain objectives. REMEC will grant Mr. Piazza an option to purchase 30,000 shares of REMEC's common stock at the then current fair market value immediately after he becomes an employee of REMEC. With respect to such option, 25% of the shares under this option shall vest upon each anniversary of the option's grant date for four years.

If during the first three years of Mr. Piazza's employment with REMEC, he is terminated without cause (as defined in his employment agreement) or resigns for good reason (as defined in his employment agreement), then Mr. Piazza will be entitled to receive:

•: payment of his base salary as in effect at the time of his termination, 100% of his targeted bonus and employee benefits for a period of one year after his termination;
•: accelerated vesting of all his options which were assumed by REMEC in connection with the merger; and
•: accelerated vesting of all his options which were granted after the closing of the merger to the extent that such options would vest during the one year severance period had he remained an employee of REMEC.

The definition of Good Reason in Mr. Piazza's agreement is substantially similar to the definition of Involuntary Termination set forth in his change of control and severance agreement with the Company. In order to continue to receive his severance payments and benefits during the one year

severance period, Mr. Piazza will not engage in any activity which is deemed to be in competition with REMEC's advanced RF amplifier business, Mr. Piazza also agreed not to solicit, directly or indirectly, any employee to leave his or her employment with REMEC during that one year period. Mr. Piazza also released REMEC from any and all claims or any liability for severance benefits or stock acceleration except as set for in his employment agreement with REMEC.

Mr. Jones, the Company's Vice President, Human Resources, entered into an employment agreement with REMEC pursuant to which Mr. Jones will become the Vice President, Worldwide Human Resources of REMEC upon the closing of the merger. REMEC will pay Mr. Jones an annual base salary of $175,000 and an annual target bonus of 20% of his annual base salary if Mr. Jones achieves certain objectives. REMEC will grant Mr. Jones an option to purchase 5,000 shares of REMEC's common stock at the then current fair market value immediately after he becomes an employee of REMEC. With respect to such option, 25% of the shares under this option shall vest upon each anniversary of the option's grant date for four years. Mr. Jones will relocate to REMEC's headquarters in Del Mar, California and will also receive a relocation allowance of $85,000. If in the first three years of Mr. Jones's employment with REMEC, he is terminated without cause (as defined in his employment agreement) or resigns for good reason (as defined in his employment agreement), then Mr. Jones will be entitled to receive:

•: payment of his base salary as in effect at the time of his termination, 100% of his targeted bonus and benefits for one year after his termination;
•: accelerated vesting of all his options which were assumed by REMEC in connection with the merger; and
•: accelerated vesting of all his options which were granted after the closing of the merger to the extent that such options would vest in one year severance period if he had remained an employee of REMEC. Mr. Jones' relocation to REMEC's Del Mar, California offices will not be deemed good reason for his resignation.

The definition of Good Reason in Mr. Jones' agreement is substantially similar to the definition of Involuntary Termination set forth in his change of control and severance agreement with the Company. In order to continue to receive his severance payments and benefits during the one year severance period, Mr. Jones will not engage in any activity which is deemed to be in competition with REMEC's business. For 12 months after the termination of his employment with REMEC for any reason, Mr. Jones shall not solicit, directly or indirectly, any employee to leave his or her employment with REMEC. Mr. Jones released REMEC from any and all claims or any liability for severance benefits or stock acceleration except as set for in his employment agreement with REMEC.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Equity Compensation Plan Information

The Company maintains the 1992 Stock Plan (the "Plan"), the 1994 Director Option Plan (the "Director Plan"), the 1998 Nonstatutory Stock Option Plan (the "NSO Plan"), and the 1998 Employee Stock Purchase Plan (the "Employee Plan"), pursuant to which it may grant equity awards to eligible persons. Additionally, the Company has entered into individual arrangements outside of its equity plans with Mr. Garrettson, Mr. Waechter and Mr. Angel providing for the award of its options to purchase common stock. The Plan, the Director Plan, the NSO Plan, the Employee Plan and the terms of Mr. Garrettson, Mr. Waechter and Mr. Angel's equity awards are described more fully below.

The following table gives information about equity awards under the Company's Plan, the Director Plan, the NSO Plan, the Employee Plan and Mr. Garrettson, Mr. Waechter and Mr. Angel's equity arrangements:

						Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
	Number of securities to be issued upon exercise of outstanding options, warrants and rights		Weighted-average exercise price of outstanding options, warrants and rights
Plan category
Plan category	(a)		(b)			(c)
Equity compensation plans approved by security holders(1)	1,491,574	(2)	$	16.46	(2)	749,712	(3)
Equity compensation plans not approved by security holders(4)	1,344,604			17.28		213,134	(5)

Total	2,836,178		$	16.84		962,846

(1): These plans consist of: (i) the Plan; (ii) the Director Plan and (iii) the Employee Plan. Of these shares of common stock, 310,967 remain available for future issuance under the Plan, 27,500 remain available for future issuance under the Director Plan and 411,245 remain available for future issuance under the Employee Plan. The Employee Plan incorporates an evergreen formula pursuant to which on April 1 of each year, the aggregate number of shares reserved for issuance under the Employee Plan will increase by the lesser of (i) a number of shares equal to 2% of the outstanding shares on March 31 of the preceding year; (ii) 300,000 and (iii) a lesser amount determined by the Board of Directors.
(2): The Company is unable to ascertain with specificity the number of securities to be issued upon exercise of outstanding rights under the Employee Plan or the weighted average exercise price of outstanding rights under the Employee Plan. Accordingly, the number of shares listed in column (a) and the weighted average exercise price described in column (b) apply only to options outstanding under the Plan and the Director Plan. The Employee Plan provides that shares of the Company's common stock may be purchased at a per share price equal to 85% of the fair market value of the common stock on the beginning of the offering period or a purchase date applicable to such offering period, whichever is lower.
(3): Of these shares of common stock, 310,967 remain available for future issuance under the Plan, 27,500 remain available for future issuance under the Director Plan and 411,245 remain available for purchase under the Employee Plan.
(4): These plans consist of: (i) the NSO Plan; (ii) the three non plan options granted to Mr. Garrettson; (iii) the non plan option granted to Mr. Waechter and (iv) the non plan option granted to Mr. Angel.

(5): All of these shares of common stock remain available for future issuance under the NSO Plan.

The 1998 Nonstatutory Stock Option Plan

The Company's Board of Directors adopted the NSO Plan in June 1998. The Company's stockholders did not approve the NSO Plan. Following are the material terms of the NSO Plan.

Purpose of the NSO Plan

The purposes of the NSO Plan are to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to employees, directors and consultants, and to promote the success of the Company's business.

Eligibility

Options may be granted to employees and certain officers. Executive officers, defined to mean an individual who is named as an executive officer in the Company's annual report on Form 10-K filed with the Securities and Exchange Commission, and members of the Company's Board of Directors are ineligible to receive awards granted pursuant to the NSO Plan.

Number of Shares Covered by the NSO Plan

1,400,000 shares of our common stock have been reserved for issuance under the NSO Plan. The shares may be authorized, but unissued or reacquired common stock. If an option granted pursuant to the NSO Plan expires or becomes unexercisable without having been exercised in full, the unpurchased share subject to such option will be available for future grant or sale under the NSO Plan. However, in no event may any outstanding option subject to the NSO Plan be surrendered in exchange for an option subject to the NSO Plan with a lower exercise price.

Administration

The members of the Company's Board of Directors or a committee of the Board of Directors administers the NSO Plan. The Board of Directors or the committee appointed by the Company's Board to administer the NSO Plan are referred to in this description as the "Administrator." The Administrator has the power and discretion to, among other things, determine to whom options will be granted, the extent to which options will be granted, the number of shares subject to each option, determine the terms and conditions applicable to option grants, construe and interpret the terms of the NSO Plan, prescribe, amend and rescind rules and regulations pertaining to the NSO Plan, modify or amend options, and determine how individuals granted options under the plan may satisfy applicable withholding tax obligations. The Administrator's decisions, determinations and interpretations are final and binding. Members of the Board of Directors receive no additional compensation for their services in connection with the administration of the Plan.

Term of the NSO Plan

The Plan became effective when it was approved by the Company's Board of Directors, and it shall continue in effect for ten years, unless sooner terminated.

Awards Permitted Under the NSO Plan

Nonstatutory stock options are awarded under the NSO Plan.

Terms of Options

(1) Exercise of an Option. Options are exercisable according to the terms of the NSO Plan and as such times and under such conditions as determined by the Administrator and as set forth in the option agreement. Payment for shares issued upon exercise of an option may consist of cash, check, promissory note, delivery of shares already owned by the optionee (subject to certain conditions), a cashless exercise program, a reduction in the amount of any Company liability owed by the optionee, such other consideration and method of payment to the extent permitted by law or any combination of the foregoing methods.

(2) Option Price. The exercise price applicable to options granted pursuant to the NSO Plan is determined by the Administrator. However, in no event shall the exercise price be less than 100% of the fair market value on the date of grant.

(3) Termination of an Optionee's Status as a Service Provider. The NSO Plan provides that if an optionee's employment is terminated or a consultant's service to the Company is terminated an option (to the extent it was vested on such date) may be exercised for the period of time as permitted under the option agreement, and if none is so specified, the option may be exercised for a period of three (3) months following such termination, but in no event may an option be exercised beyond the term of the option as specified in the option agreement. If the option is not exercised within the time frames described above, the option terminates and the shares covered by such option revert to the NSO Plan.

(4) Death and Disability. The NSO Plan provides that if an optionee dies while an employee or consultant or an optionee's service with the Company terminates due to the optionee's disability, the optionee shall fully vest in and have the right to exercise his or her option as to all of the optioned stock, including shares as to which it would not otherwise be vested or exercisable, for such period of time as is specified in the optionee's option agreement. If no time is so specified in the option agreement, the NSO Plan provides that, the option may be exercised for a period of (12) twelve months following the optionee's termination as an employee or consultant. If the option is not exercised within the time frames described above, the option terminates and the shares covered by such option revert to the NSO Plan.

(5) Termination of Options. The term applicable to options granted under the NSO Plan are set forth in the optionee's option agreement.

(6) Buyout Provisions. The Administrator may at any time offer to buy out for payment in cash or shares of common stock an option previously granted based on such terms and conditions as the Administrator shall establish and communicate to the optionee at the time that such offer is made.

(7) Nontransferability of Options. Unless determined otherwise by the Administrator, the NSO Plan provides that options may not be sold, pledged, assigned, hypothecated, transferred or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised only by the optionee during his or her lifetime.

Adjustments upon Change in Capitalization

In the event any change, such as a stock split or dividend, is made in the Company's capitalization which results in an increase or decrease in the number of outstanding shares of common stock without the receipt of consideration by the Company, an appropriate adjustment shall be made in the option price and in the number of shares subject to each option.

In the event of the proposed dissolution or liquidation of the Company, the Administrator shall notify each optionee as soon as practicable prior to the effective date of such dissolution or liquidation. The Administrator has the discretion to provide that an optionee shall have the right to exercise his or option until ten (10) days prior to a proposed dissolution or liquidation as to all of the shares subject

to such option, including unvested options. The NSO Plan also provides that in the event of a proposed liquidation or dissolution of the Company, the Administrator may provide that any Company repurchase option applicable to any shares purchased upon exercise shall lapse.

In the event of a merger of the Company with or into another corporation or the sale of substantially all of the assets of the Company, all outstanding options shall be assumed or an equivalent option substituted by the successor corporation. The Administrator may, in its discretion, make provision for accelerating the exercisability of shares subject to options granted under the NSO Plan in such event. If an option becomes fully vested and exercisable in lieu of assumption or substitution, the Administrator shall notify the optionee that the option shall be fully vested and exercisable for a period of fifteen (15) days from the date of such notice, and the option shall terminate upon the expiration of such period.

Amendment and Termination

The NSO Plan provides that the Company's Board of Directors may at any time amend, alter, suspend or terminate the NSO Plan. However, no such amendment, alteration, suspension or termination may impair the rights of any optionee unless mutually agreed to in writing by the Company and the optionee.

Tax Information

An optionee generally will not recognize any taxable income at the time he or she is granted a nonqualified option. However, upon its exercise, the optionee will recognize ordinary income generally measured as the excess of the then fair market value of the shares purchased over the purchase price. Any taxable income recognized in connection with an option exercise by an optionee who is also an employee of the Company will be subject to tax withholding by the Company. Upon resale of such shares by the optionee, any difference between the sales price and the optionee's purchase price, to the extent not recognized as taxable income as described above, will be treated as long-term or short-term capital gain or loss, depending on the holding period.

Generally, the Company will be entitled to a tax deduction in the same amount as the ordinary income realized by the optionee with respect to shares acquired upon exercise of a nonqualified option.

The foregoing is only a summary of the effect of federal income taxation upon the optionee and the Company with respect to the grant and exercise of options granted under the NSO Plan, it does not purport to be complete, and does not discuss the tax consequences of the optionee's death or the income tax laws of any municipality, state or foreign country in which an optionee may reside.

Out of Plan Grants

The Company has made a total of five (5) out of plan nonstatutory option grants to purchase the Company's common stock to the following individuals: Mssrs. Angel, Garrettson (who has received a total of three out of plan grants) and Waechter.

Three (3) of the five (5) out of plan option grants to purchase common stock, one of Mr. Garrettson's grants and the grants made to Mssrs. Angel and Waecther, were subject to the terms and conditions of the NSO Plan, though such grants were not made pursuant to the NSO Plan. Accordingly, the material terms of the NSO Plan described above apply to the aforementioned out of plan grants. The Company's Board of Directors approved the grants of the foregoing options to Mr. Garrettson in November 1997, to Mr. Angel in September 1999 and to Mr. Waechter in March 2000. The Company's stockholders did not approve these options grants.

The remaining two (2) out of plan grants to purchase common stock were made to Mr. Garrettson. These two (2) out of plan grants were subject to the terms and conditions of the Plan.

The material terms of the Plan as applicable to Mr. Garrettson are summarized below. The Company's Board of Directors approved the grants of the foregoing options in April 1996. The Company's stockholders did not approve these options.

The 1992 Stock Plan

Purpose

The purposes of the Plan are to attract, retain and motivate the best available personnel for positions of substantial responsibility, to provide additional incentive to employees and consultants of the Company and to promote the success of the Company's business.

Administration

The Plan provides for administration by the Board of Directors of the Company or by a committee of the Board of Directors. The Plan is currently being administered by the Compensation Committee of the Board of Directors, except that grants to executive officers are approved by the entire Board of Directors. The committee of the Board of Directors appointed to administer the Plan is referred to in this description as the "Administrator." The Administrator determines the terms of options granted, including the exercise price, number of shares subject to the option and the exercisability thereof. All questions of interpretation are determined by the Administrator and its decisions are final and binding upon all participants. Members of our Board of Directors receive no additional compensation for their services in connection with the administration of the Plan.

Eligibility

The Plan provides that either incentive or nonqualified stock options may be granted to employees (including officers and employee directors) of the Company or any of its designated subsidiaries. In addition, the Plan provides that nonqualified stock options may be granted to consultants of the Company or any of its designated subsidiaries. The Administrator elects the optionees and determines the number of shares to be subject to each option. In making such determination, there are taken into account the duties and responsibilities of the optionee, the value of the optionee's services, the optionee's present and potential contribution to the success of the Company and other relevant factors.

Terms of Options

Each option is evidenced by a stock option agreement between the Company and the optionee to whom such option is granted and is subject to the following additional terms and conditions:

(1) Exercise of the Option. The Administrator determines when options granted under the Plan may be exercised. An option is exercised by giving written notice of exercise to the Company, specifying the number of shares of Common Stock to be purchased and tendering payment to the Company of the purchase price. Payment for shares issued upon exercise of an option may consist of cash, check, promissory note, delivery of already-owned shares of the Company's common stock, subject to certain conditions. Payment may also be made by a cashless exercise procedure under which the optionee provides irrevocable instructions to a brokerage firm to sell the purchased shares and to remit to the Company, out of the sale proceeds, an amount equal to the exercise price plus all applicable withholding taxes or such other consideration as determined by the Administrator.

Options may be exercised at any time on or following the date the options are first exercisable. An option may not be exercised for a fraction of a share.

(2) Option Price. The option price of all incentive stock options and nonqualified stock options under the Plan is determined by the Administrator, but in no event shall it be less than the fair market value of the Common Stock on the date the option is granted. For purposes of the Plan, fair market

value is defined as the closing price per share of the common stock on the date of grant as reported on the Nasdaq National Market.

(3) Termination Of Employment. The Plan provides that if the optionee's employment by the Company is terminated for any reason, other than death or disability, options may be exercised within 30 days (or such other period of time, not exceeding three months in the case of incentive stock options, as is determined by the Administrator) after such termination and may be exercised only to the extent the options were exercisable on the date of termination.

(4) Death. If an optionee should die while an employee or a consultant of the Company (or during such period of time not exceeding three months, as determined by the Administrator), options may be exercised at any time within six months after the date of death but only to the extent that the options were exercisable on the date of death and in no event later than the expiration of the term of such option as set forth in the Notice of Grant.

(5) Disability. If an optionee's employment is terminated due to a disability, options may be exercised at any time within twelve months from the date of such termination, but only to the extent that the options were exercisable on the date of termination of employment and in no event later than the expiration of the term of such option as set forth in the notice of grant.

(6) Termination of Options. Options granted under the Plan expire no later than ten years from the date of grant. However, incentive stock options granted to an optionee who, immediately before the grant of such option, owned more than 10% of the total combined voting power of all classes of stock of the Company or a parent or subsidiary corporation, may not have a term of more than five years. No option may be exercised by any person after such expiration.

(7) Nontransferability of Options. An option is nontransferable by the optionee, other than by will or the laws of descent and distribution or a qualified domestic relations order, and is exercisable only by the optionee during his or her lifetime or, in the event of death, by a person who acquires the right to exercise the option by bequest or inheritance or by reason of the death of the optionee.

Adjustment Upon Changes in Capitalization

The Plan provides that in the event any change, such as a stock split or dividend, is made in the Company's capitalization which results in an increase or decrease in the number of outstanding shares of common stock without receipt of consideration by the Company, an appropriate adjustment shall be made in the option price and in the number of shares subject to each option. In the event of the proposed dissolution or liquidation of the Company, all outstanding options automatically terminate. In the event of a merger of the Company with or into another corporation or sale of substantially all of the assets of the Company, all outstanding options shall be assumed or an equivalent option substituted by the successor corporation. The Administrator may in its discretion make provision for accelerating the exercisability of shares subject to options under the Plan in such event.

Amendment and Termination

The Board of Directors may amend the Plan at any time or may terminate it without approval of the stockholders, provided, however, that stockholder approval is required for any amendment which increases the number of shares which may be issued under the Plan, materially changes the standards of eligibility or materially increases the benefits which may accrue to participants under the Plan. However, no action by the Board of Directors or stockholders may alter or impair any option previously granted under the Plan without the consent of the optionee. In any event, the Plan will terminate in July 2002.

Tax Information

Mr. Garrettson received a nonstatutory stock option to purchase the Company's common stock.

An optionee will generally not recognize any taxable income at the time he or she is granted a nonqualified option. However, upon its exercise, the optionee will recognize ordinary income generally measured as the excess of the then fair market value of the shares purchased over the purchase price. Any taxable income recognized in connection with an option exercise by an optionee who is also an employee of the Company will be subject to tax withholding by the Company. Upon resale of such shares by the optionee, any difference between the sales price and the optionee's purchase price, to the extent not recognized as taxable income as described above, will be treated as long-term or short-term capital gain or loss, depending on the holding period.

Generally, the Company will be entitled to a tax deduction in the same amount as the ordinary income realized by the optionee with respect to shares acquired upon exercise of a nonqualified option.

The foregoing is only a summary of the effect of federal income taxation upon the optionee and the Company, does not purport to be complete, and does not discuss the tax consequences of the optionee's death or the income tax laws of any municipality, state or foreign country in which an optionee may reside.

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth certain information regarding the beneficial ownership of Common Stock of the Company as of May 31, 2002 as to (i) each person who is known by the Company to own beneficially more than 5% of the outstanding shares of Common Stock, (ii) each director, (iii) each of the executive officers named in the Summary Compensation Table below and (iv) all directors and executive officers as a group.

Five Percent Stockholders, Directors and Certain Executive Officers(1)	Common Stock Beneficially Owned	Approximate Percentage Owned(2)
Kopp Investment Advisors, Inc.(3) 7701 France Avenue South Suite 500 Edina, MN 55435	3,448,259	30.0	%
State of Wisconsin Investment Board(4) P.O. Box 7842 Madison, WI 53707	2,269,300	19.8
REMEC, Inc.(5) 3790 Via de la Valle Del Mar, CA 92014	861,349	7.5
Royce & Associates, Inc.(6) 1414 Avenue of the Americas New York, NY 10019	786,500	6.9
Dimensional Fund Advisors Inc.(7) 1299 Ocean Avenue, 11^th Floor Santa Monica, CA 90401	641,700	5.6
State Street Research & Management Company(8) One Financial Center, 30^th Floor Boston, MA 02111-2690	617,600	5.4
Thomas H. Waechter(9)	181,356	1.6

Harry W. Oh(10)	64,060	*
Michael D. Angel(11)	111,860	*
Joseph M. Madden(12)	42,839	*
David S. Piazza(13)	93,294	*
Garrett A. Garrettson(14)	261,337	2.2
Martin Cooper(15)	38,126	*
Charles D. Kissner(16)	16,876	*
Henry C. Montgomery(17)	2,188	*
Robert W. Shaner(18)	10,626	*
Robert C. Wilson(19)	23,126	*
All Directors and executive officers as a group (14 persons)(20)	872,053	7.1

*: Less than 1%
(1): Unless otherwise indicated, the address of each listed stockholder is c/o Spectrian Corporation, 350 West Java Drive, Sunnyvale, California 94089. Except as otherwise indicated, and subject to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all shares of Common Stock held by them.
(2): Applicable percentage ownership is based on 11,475,451 shares of Common Stock outstanding as of May 31, 2002 together with applicable options for such stockholder. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission (the "Commission"), and includes voting and investment power with respect to shares. Shares of Common Stock subject to options currently exercisable or exercisable within 60 days after May 31, 2002 are deemed outstanding for computing the percentage ownership of the person holding such options, but are not deemed outstanding for computing the percentage of any other person.
(3): Reflects beneficial ownership as reported on Schedule 13D/A dated August 30, 2001 with the Commission by Kopp Investment Advisors, Inc. ("KIA"). Represents shares beneficially owned by (i) KIA, a registered investment advisor, (ii) Kopp Holding Company ("Holding"), (iii) Kopp Emerging Growth Fund ("Growth") and (iv) LeRoy C. Kopp individually and through his ownership of a controlling interest in KIA and his control over Holding. KIA has sole voting power of 1,287,000 shares of the Company's Common Stock, sole dispositive power of 960,000 shares of the Company's Common Stock and shared dispositive power of 2,108,259 shares of the Company's Common Stock. Holding has beneficial ownership of 3,068,259 shares of the Company's Common Stock. Growth has beneficial ownership of 900,000 shares of the Company's Common Stock. Mr. Kopp has beneficial ownership of 3,448,259 shares of the Company's Common Stock and sole voting and dispositive power over 380,000 shares of the Company's Common Stock.
(4): Reflects beneficial ownership as reported on Schedule 13G/A filed with the Commission by State of Wisconsin Investment Board ("WIB") on February 13, 2002. WIB is a registered investment advisor pursuant to the Investment Advisors Act of 1940, as amended. WIB has sole voting and dispositive power of 2,269,300 shares of the Company's Common Stock.
(5): Reflects beneficial ownership as reported on Schedule 13D filed with the Commission by REMEC, Inc. ("REMEC") on May 29, 2002. REMEC is a corporation organized under the laws

of the State of California. REMEC has shared voting power of 861,349 shares of the Company's Common Stock.

(6): Reflects beneficial ownership as reported on Schedule 13G dated February 13, 2002 filed with the Commission by Royce & Associates, Inc. ("RAI"). RAI is a registered investment advisor pursuant to the Investment Advisors Act of 1940, as amended. RAI has sole voting and dispositive power of 786,500 shares of the Company's Common Stock.
(7): Reflects beneficial ownership as reported on Schedule 13G/A filed with the Commission by Dimensional Fund Advisors Inc. ("DFA") on February 12, 2002. DFA is a registered investment advisor pursuant to the Investment Advisors Act of 1940, as amended. DFA has sole voting and dispositive power of 641,700 shares of the Company's Common Stock.
(8): Reflects beneficial ownership as reported on Schedule 13G filed with the Commission by State Street Research & Management Company ("SSRM") on February 15, 2002. SSRM is a registered investment advisor pursuant to the Investment Advisors Act of 1940, as amended. SSRM has sole voting power of 579,600 shares of the Company's Common Stock and sole dispositive power of 617,600 shares of the Company's Common Stock.
(9): Includes 179,583 shares issuable pursuant to options exercisable within 60 days of May 31, 2002.
(10): Includes 59,177 shares issuable pursuant to options exercisable within 60 days of May 31, 2002.
(11): Includes 110,418 shares issuable pursuant to options exercisable within 60 days of May 31, 2002.
(12): Includes 42,088 shares issuable pursuant to options exercisable within 60 days of May 31, 2002.
(13): Includes 83,185 shares issuable pursuant to options exercisable within 60 days of May 31, 2002.
(14): Includes 260,100 shares issuable pursuant to options exercisable within 60 days of May 31, 2002.
(15): Includes 38,126 shares issuable pursuant to options exercisable within 60 days of May 31, 2002.
(16): Includes 16,876 shares issuable pursuant to options exercisable within 60 days of May 31, 2002.
(17): Includes 2,188 shares issuable pursuant to options exercisable within 60 days of May 31, 2002.
(18): Includes 10,626 shares issuable pursuant to options exercisable within 60 days of May 31, 2002.
(19): Includes 23,126 shares issuable pursuant to options exercisable within 60 days of May 31, 2002.
(20): Includes 848,618 shares issuable pursuant to options exercisable within 60 days of May 31, 2002.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

See Item 7 "Management's Discussion and Analysis of Financial Condition and Results of Operations—Related Party Transactions" of this Report.

Other than compensation agreements and other agreements which are described under "Employment Contracts and Change of Control Agreements" above, the Company has no additional transactions that were reportable under Item 404 Regulation S-K during fiscal 2002. All future transactions, including loans, between the Company and its officers, directors, principal stockholders and their affiliates will be approved by a majority of the Board of Directors, including a majority of the independent and disinterested outside directors, and will continue to be on terms no less favorable to the Company that could be obtained from unaffiliated third parties.

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.

(a)

The following documents are filed as part of this Report:

1.: Financial Statements. The following consolidated financial statements are incorporated by reference in Item 8 of this Report:

		Page
Report of Independent Accountants		F-2
Consolidated Balance Sheets as of March 31, 2002 and 2001		F-3
Consolidated Statements of Operations for the Years ended March 31, 2002, 2001 and 2000		F-4
Consolidated Statements of Stockholders' Equity and Comprehensive Income (Loss) for the Years ended March 31, 2002, 2001 and 2000		F-5
Consolidated Statements of Cash Flows for the Years ended March 31, 2002, 2001, and 2000		F-6
Notes to Consolidated Financial Statements		F-7

2.: Financial Statement Schedules. Financial statement schedules have been omitted because they are not applicable or are not required or the information required to be set forth therein is included in the consolidated financial statements or notes thereto.
3.: Exhibits.

Exhibit Number		Description
2.1(16)		Agreement and Plan of Merger and Reorganization dated May 19, 2002 by and among the Registrant, REMEC, Inc. and Reef Acquisition Corp.
3.5.1		Amended and Restated Certificate of Incorporation of Registrant.
3.6(7)		Amended and Restated Bylaws of Spectrian Corporation (a Delaware Corporation) dated June 9, 2000
4.1.1(4)		Letter Agreement to amend Preferred Shares Rights Agreement dated as of January 15, 1997 between the Registrant and Kopp Investment Advisors, Inc.
4.1.2(7)		Letter Agreement to amend Preferred Shares Rights Agreement dated as of February 16, 2000 between Kopp Investment Advisors, Inc. and Registrant.
4.1.3(14)		Third Amended and Restated Preferred Shares Rights Agreement dated as of January 18, 2001 between the Registrant and Mellon Investor Services, L.L.C.
4.1.4(15)		First Amendment to Rights Agreement dated May 17, 2002 between the Registrant and Mellon Investor Services, L.L.C.
10.2(10)		1992 Stock Plan, as amended.
10.4(6)		1994 Director Option Plan and form of agreement thereunder.

10.13†(1)		Hardware Supply Agreement dated April 6, 1995 between Northern Telecom Limited and Registrant.
10.16(2)		Purchase and Sale Agreement between Metropolitan Life Insurance Company and Registrant.
10.22(3)		Lease Agreement dated November 19, 1996 between the Registrant and SPEC (CA) QRS 12-20, Inc.
10.23(3)		Bill of Sale dated November 19, 1996 by the Registrant to SPEC (CA) QRS 12-20, Inc.
10.26(5)		Stock Option Agreement dated November 26, 1997 between Registrant and Garrett A. Garrettson.
10.27(5)		Stock Option Agreement dated November 26, 1997 between Registrant and Garrett A. Garrettson.
10.28(17)		Stock Option Agreement dated November 26, 1997 between Registrant and Garrett A. Garrettson.
10.39(7)		Amended and Restated Loan and Security Agreement between Silicon Valley Bank and Registrant.
10.40.1(11)		Form of Change in Control Severance Agreement between the Registrant and Thomas A. Jones, Robert D. Lyells, Joseph M. Madden, Harry W. Oh, David S. Piazza and Donald W. Sinnar.
10.40.2(11)		Change in Control Severance Agreement between the Registrant and Thomas H. Waechter.
10.40.3(11)		Change in Control Severance Agreement between the Registrant and Michael D. Angel.
10.41(7)		Master Lessor's Consent to Sublease between North American Resort Properties, Inc and Registrant.
10.41.1(7)		Agreement and Assumption of Sublease between North American Resort Properties, Inc. and The Gap, Inc.
10.42(7)		Closing documents regarding 165 Gibraltar Court, Sunnyvale, California.
10.43(7)		Summary of Lease Contract between Ensung Building and Registrant.
10.44(7)		Contract to Lease between Ellington Development Incorporated and Registrant.
10.45(7)		Manufacturing Agreement between GSS/Array Technology and Registrant.
10.46(8)		Sublease Agreement between American Microwave Technology and Registrant dated May 31, 2000.
10.48†(9)		Purchase and Supply Agreement dated as of December 29, 2000 by and between Spectrian Corporation, a Delaware corporation and Zoltar Acquisition, Inc., a North Carolina corporation.

10.48.1†(12)		Amendment of Purchase and Supply Agreement, dated October 19, 2001, between Registrant and UltraRF Inc. (formerly known as Zoltar Acquisition, Inc.)
10.48.2†(13)		Amendment of Purchase and Supply Agreement, dated April 5, 2002, between Registrant and UltraRF Inc. (formerly known as Zoltar Acquisition, Inc.)
10.49(9)		Sublease Agreement dated as of December 29, 2000 between Zoltar Acquisition, Inc., a North Carolina corporation, and Spectrian Corporation, a Delaware corporation.
10.50(9)		Payment and Performance Guaranty of Sublease dated December 29, 2000, by Cree, Inc., a North Carolina corporation in favor of Spectrian Corporation, a California corporation.
10.51(9)		Standard Industrial/Commercial Net Lease dated December 12, 2000 by and between CSS Properties II, LLC and Spectrian Corporation.
10.55(12)		Amended Employment Agreement dated September 30, 2001 between Registrant and Garrett A. Garrettson.
10.56†		Master Supply Agreement dated as of August 14, 2001 by and between Registrant and Cingular Wireless L.L.C.
10.57		Notice of Termination dated as of April 1, 2002 by and between the Registrant and Garrett A. Garrettson.
10.58		Loan Modification Agreement between Registrant and Silicon Valley Bank dated June 5, 2002.
10.59(17)		Stock Option Agreement dated April 10, 2000 by and between Registrant and Thomas H. Weachter.
10.60(17)		Stock Option Agreement dated December 10, 1999 by and between Registrant and Michael D. Angel.
23.1		Consent of PricewaterhouseCoopers LLP.
24.1		Power of Attorney (included on page 74).
99.1(16)		Form of Voting Agreement between Registrant and certain shareholders of REMEC, Inc.
99.1(16)		Form of Voting Agreement between REMEC, Inc. and certain shareholders of Registrant.

†: Confidential treatment has been requested or granted with respect to certain portions of this exhibit. Omitted portions have been filed separately with the Securities and Exchange Commission.
(1): Incorporated by reference to the Registrant's Annual Report on Form 10-K for the fiscal year ended March 31, 1995.
(2): Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q for the quarter ended July 1, 1995.
(3): Incorporated by reference to the Registrant's Form 8-K dated November 19, 1996.

(4): Incorporated by reference to exhibits filed with Registrant's Registration Statement on Form 8-A (File No. 000-24360) as filed with the Securities and Exchange Commission on January 17, 1997.
(5): Incorporated by reference to exhibits filed with Registrant's Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 (File No. 333-25435) as filed with the Securities and Exchange Commission on October 21, 1997.
(6): Incorporated by reference to exhibits filed with Registrant's Registration Statement on form S-8 (File No. 333-84827) as filed with the Securities and Exchange Commission on August 9, 1999.
(7): Incorporated by reference to exhibits filed with Registrant's Annual Report on Form 10-K for the year ended March 31, 2000 as filed with the Securities and Exchange Commission on June 29, 2000.
(8): Incorporated by reference to exhibits filed with Registrant's Quarterly Report on Form 10-Q for the quarter ended July 2, 2000.
(9): Incorporated by reference to exhibits filed with Registrant's Quarterly Report on Form 10-Q for the quarter ended December 31, 2000.
(10): Incorporated by reference to exhibits filed with Registrant's Registration Statement on form S-8 as filed with the Securities and Exchange Commission on March 30, 2001.
(11): Incorporated by reference to exhibits filed with Registrant's Quarterly Report on Form 10-Q for the quarter ended July 1, 2001.
(12): Incorporated by reference to exhibits filed with Registrant's Quarterly Report on Form 10-Q for the quarter ended December 30, 2001.
(13): Incorporated by reference to exhibits filed with Registrant's Current Report on Form 8-K dated April 11, 2002.
(14): Incorporated by reference to exhibits filed with Registrant's Registration Statement on Form 8-A (File No. 000-24360) as filed with the Securities and Exchange Commission on January 31, 2001.
(15): Incorporated by reference to exhibits filed with Registrant's Current Report on Form 8-K dated May 23, 3002.
(16): Incorporated by reference to exhibit filed with Registrant's Current Report on Form 8-K dated as of May 29, 2002.
(17): Incorporated by reference to exhibit filed with Registrant's Registration Statement on Form S-8 (File No. 333-44046) as filed with the Securities and Exchange Commission on August 17, 2000.
(b): Reports on Form 8-K. On April 11, 2002, the Registrant filed a Current Report on Form 8-K regarding the amendment of the Purchase and Supply Agreement with UltraRF, Inc., a wholly owned subsidiary of Cree, Inc..

On May 20, 2002, the Registrant filed a Current Report on Form 8-K in connection with the announcement of its proposed merger with REMEC, Inc.

On May 23, 2002, the Registrant filed a Current Report on Form 8-K reporting the First Amendment to the Rights Agreement by and between the Registrant and Mellon Investor Services, L.L.C.

On May 29, 2002, the Registrant filed a Current Report on Form 8-K regarding the Agreement and Plan of Reorganization and Merger dated May 19, 2002 by and among the Registrant, REMEC and Reef Acquisition Corp.

(c): Exhibits Pursuant to Item 601 of Regulation S-K. See Item 14(a)(3) above.
(e): Financial Statement Schedules. See Item 14(a)(2) above.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

				SPECTRIAN CORPORATION
		By:		/s/ THOMAS H. WAECHTER Thomas H. Waechter President and Chief Executive Officer

Date: June 14, 2002

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Thomas H. Waechter and Michael D. Angel, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, to sign any and all amendments (including post-effective amendments) to this Annual Report on Form 10-K and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each of said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-facts and agents, or his substitute or substitutes, or any of them, shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:

Signature	Title	Date

/s/ THOMAS H. WAECHTER Thomas H. Waechter	President, Chief Executive Officer and Director (Principal Executive Officer)	June 14, 2002
/s/ MICHAEL D. ANGEL Michael D. Angel	Executive Vice President, Finance and Administration, Chief Financial Officer and Secretary (Principal Financial and Accounting Officer)	June 14, 2002
/s/ GARRETT A. GARRETTSON Garrett A. Garrettson	Director and Chairman	June 14, 2002
/s/ MARTIN COOPER Martin Cooper	Director	June 14, 2002
/s/ CHARLES D. KISSNER Charles D. Kissner	Director	June 14, 2002
/s/ HENRY C. MONTGOMERY Henry C. Montgomery	Director	June 14, 2002
/s/ ROBERT W. SHANER Robert W. Shaner	Director	June 14, 2002
/s/ ROBERT C. WILSON Robert C. Wilson	Director	June 14, 2002

SPECTRIAN CORPORATION

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

		Page
Report of Independent Accountants		F-2
Consolidated Balance Sheets		F-3
Consolidated Statements of Operations		F-4
Consolidated Statements of Stockholders' Equity and Comprehensive Income (Loss)		F-5
Consolidated Statements of Cash Flows		F-6
Notes to Consolidated Financial Statements		F-7

F-1

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Stockholders of Spectrian Corporation:

In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of operations, of stockholders' equity and comprehensive income (loss) and of cash flows, present fairly, in all material respects, the financial position of Spectrian Corporation and its subsidiaries at March 31, 2002 and March 31, 2001, and the results of their operations and their cash flows for each of the three years in the period ended March 31, 2002, in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Company's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

/s/ PRICEWATERHOUSECOOPERS LLP

PricewaterhouseCoopers LLP
San Jose, California
April 17, 2002, except for Note 16,
which is as of June 5, 2002

F-2

SPECTRIAN CORPORATION

CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)

			March 31,
			2002			2001
ASSETS
CURRENT ASSETS:
	Cash and cash equivalents		$	42,140		$	36,397
	Restricted cash			—			6,354
	Short-term investments			48,585			73,512
	Accounts receivable, less allowance for doubtful accounts of $400 and $460, respectively			18,155			27,587
	Inventories, net			27,593			22,221
	Income tax receivable			1,305			—
	Deferred tax asset			—			3,818
	Prepaid expenses and other current assets			4,209			4,918

		Total current assets		141,987			174,807
Property and equipment, net				9,651			11,632
Other assets				3,127			1,584

		Total assets	$	154,765		$	188,023

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
	Accounts payable		$	18,694		$	23,613
	Accrued liabilities			14,209			13,958
	Income taxes payable			207			750
	Deferred gain, current portion			21,250			31,550
	Current portion of debt and capital lease obligations			66			—

		Total current liabilities		54,426			69,871
Deferred gain, net of current portion				—			19,650

		Total liabilities		54,426			89,521

Commitments and Contingencies (Note 7)
STOCKHOLDERS' EQUITY:
	Preferred stock, $0.001 par value, 5,000,000 shares authorized; none issued and outstanding			—			—
	Common stock, $0.001 par value, 25,000,000 and 20,000,000 shares authorized, respectively; 12,691,423 and 12,501,026 shares issued, respectively; 11,397,723 and 11,501,026 shares outstanding, respectively			13			13
	Additional paid-in capital			169,518			167,524
	Treasury stock, 1,293,700 and 1,000,000 shares of common stock held, respectively			(17,669	)		(14,789	)
	Deferred compensation expense			(40	)		(69	)
	Accumulated other comprehensive income (loss)			211			(22,856	)
	Accumulated deficit			(51,694	)		(31,321	)

		Total stockholders' equity		100,339			98,502

		Total liabilities and stockholders' equity	$	154,765		$	188,023

See accompanying notes to consolidated financial statements.

F-3

SPECTRIAN CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)

			Year Ended March 31,
			2002			2001			2000
NET REVENUES			$	103,782		$	179,752		$	163,567

COSTS AND EXPENSES:
	Cost of revenues			101,188			145,055			129,998
	Research and development			23,763			20,762			22,488
	Selling, general and administrative			18,462			21,602			19,337
	Restructuring			686			(100	)		1,032

		Total costs and expenses		144,099			187,319			172,855

OPERATING LOSS				(40,317	)		(7,567	)		(9,288	)
INTEREST INCOME				3,417			2,850			3,344
INTEREST EXPENSE				(13	)		(162	)		(473	)
OTHER INCOME, NET				16,347			18,371			624

INCOME (LOSS) BEFORE INCOME TAXES				(20,566	)		13,492			(5,793	)
INCOME TAXES				301			12			30

INCOME (LOSS) BEFORE CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE				(20,867	)		13,480			(5,823	)
CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE—ADOPTION OF SFAS 133				494			—			—

NET INCOME (LOSS)			$	(20,373	)	$	13,480		$	(5,823	)

NET INCOME (LOSS) PER SHARE:
Basic income (loss) per share before cumulative effect of change in accounting principle			$	(1.80	)	$	1.21		$	(0.56	)
Cumulative effect of change in accounting principle				0.04			—			—

Basic net income (loss) per share			$	(1.76	)	$	1.21		$	(0.56	)

Diluted income (loss) per share before cumulative effect of change in accounting principle			$	(1.80	)	$	1.19		$	(0.56	)
Cumulative effect of change in accounting principle				0.04			—			—

Diluted net income (loss) per share			$	(1.76	)	$	1.19		$	(0.56	)

SHARES USED IN COMPUTING PER SHARE AMOUNTS:
	Basic			11,543			11,113			10,426

	Diluted			11,543			11,343			10,426

See accompanying notes to consolidated financial statements.

F-4

SPECTRIAN CORPORATION

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY AND COMPREHENSIVE INCOME (LOSS)

(In thousands, except share data)

	Common Stock
	Common Stock															Accumulated Other Comprehensive Income (Loss)
	Shares	Amount		Paid-In Capital			Treasury Stock			Deferred Compensation Expense			Accumulated Income (Loss)			Accumulated Other Comprehensive Income (Loss)			Total Stockholders' Equity
Balances as of March 31, 1999	11,102,333	$	10	$	149,588		$	(14,789	)	$	—		$	(38,978	)	$	137		$	95,968
Exercise of stock options	565,941		1		7,420			—			—			—			—			7,421
Employee stock purchase plan	191,233		1		1,762			—			—			—			—			1,763
Deferred stock-based compensation					1,347			—			(1,347	)		—			—			—
Stock-based compensation expense	—		—		—			—			410			—			—			410
Net loss	—		—		—			—			—			(5,823	)		—
Unrealized losses on investments	—		—		—			—			—			—			(754	)
Comprehensive loss	—		—		—			—			—			—			—			(6,577	)

Balances as of March 31, 2000	11,859,507		12		160,117			(14,789	)		(937	)		(44,801	)		(617	)		98,985
Exercise of stock options	510,806		1		6,458			—			—			—			—			6,459
Employee stock purchase plan	130,713		—		1,607			—			—			—			—			1,607
Deferred stock-based compensation	—		—		(658	)		—			658			—			—			—
Stock-based compensation expense	—		—		—			—			210			—			—			210
Net income	—		—		—			—			—			13,480			—
Unrealized losses on investments	—		—		—			—			—			—			(22,239	)
Comprehensive loss	—		—		—			—			—			—			—			(8,759	)

Balances as of March 31, 2001	12,501,026		13		167,524			(14,789	)		(69	)		(31,321	)		(22,856	)		98,502
Exercise of stock options	85,607		—		1,070			—			—			—			—			1,070
Employee stock purchase plan	104,790		—		924			—			—			—			—			924
Purchase of treasury stock	—		—		—			(2,880	)		—			—			—			(2,880	)
Stock-based compensation expense	—		—		—			—			29			—			—			29
Net loss	—		—		—			—			—			(20,373	)		—
Unrealized gain on investments	—		—		—			—			—			—			10,080
Realized loss on investments previously included in unrealized loss	—		—		—			—			—			—			12,987
Comprehensive income	—		—		—			—			—			—			—			2,694

Balances as of March 31, 2002	12,691,423	$	13	$	169,518		$	(17,669	)	$	(40	)	$	(51,694	)	$	211		$	100,339

See accompanying notes to consolidated financial statements.

F-5

SPECTRIAN CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)

					Year Ended March 31,
					2002			2001			2000
Cash flows from operating activities:
	Net income (loss)				$	(20,373	)	$	13,480		$	(5,823	)
	Adjustments to reconcile net income (loss) to net cash provided by (used for) operating activities:
		Gain on sale of UltraRF				(29,950	)		(18,853	)		—
		Net loss on sale of short-term investments				13,017			488
		(Gain) loss on sale and disposal of property and equipment, net				956			61			(249	)
		Depreciation and amortization				5,332			10,425			13,255
		Provision for doubtful accounts receivable				250			40			32
		Stock option compensation expense				29			210			410
		Changes in deferred tax assets				3,818			(3,818	)		—
		Changes in income tax payable				(543	)		730
		Changes in income tax receivable				(1,305	)		—			—
		Changes in operating assets and liabilities (in fiscal 2001, net of the effect of sale of UltraRF):
			Accounts receivable			9,182			(3,810	)		(10,866	)
			Inventories			(5,372	)		7,145			(13,716	)
			Prepaid expenses and other assets			1,159			(1,065	)		(2,204	)
			Accounts payable			(4,919	)		7,673			8,358
			Accrued liabilities			498			(2,513	)		(4,091	)

				Net cash provided by (used for) operating activities		(28,221	)		10,193			(14,894	)

Cash flows from investing activities:
	Purchases of short-term investments					(83,000	)		(17,434	)		(15,975	)
	Proceeds from sale and maturities of short-term investments					117,851			45,371			15,611
	Purchase of minority investment					(2,000	)		—			—
	Release of restricted cash					6,480			—			—
	Costs associated with sale of UltraRF					(65	)		(9,844	)
	Purchase of property and equipment					(4,365	)		(9,642	)		(7,731	)
	Proceeds from sale of property and equipment					52			98			3,525

				Net cash provided by (used for) investing activities		34,953			8,549			(4,570	)

Cash flows from financing activities:
	Repayments of debt and capital lease obligations					(103	)		(1,964	)		(4,421	)
	Purchase of treasury stock					(2,880	)		—			—
	Proceeds from sales of common stock, net					1,994			8,066			9,184

				Net cash provided by (used for) financing activities		(989	)		6,102			4,763

				Net increase (decrease) in cash and cash equivalents		5,743			24,844			(14,701	)
				Cash and cash equivalents, beginning of year		36,397			11,553			26,254

				Cash and cash equivalents, end of year	$	42,140		$	36,397		$	11,553

Supplemental disclosures of cash flow information:
	Cash paid during the year for interest				$	13		$	162		$	473

	Net cash paid (received) for income taxes				$	(1,611	)	$	3,100		$	67

	Acquisition of equipment under capital lease obligation				$	169		$	—		$	—

	Noncash investing and financing activities:
		Exchange of short-term investments for restricted cash			$	—		$	6,309		$	—

		Deferred stock option compensation			$	—		$	(658	)	$	1,347

		Cree stock received for sale of UltraRF			$	—		$	94,503		$	—

See accompanying notes to consolidated financial statements.

F-6

SPECTRIAN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED MARCH 31, 2002, 2001 AND 2000

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations

Spectrian Corporation and subsidiaries ("the Company") was originally incorporated in California in 1984 under the name Microwave Modules & Devices, Inc. ("MM&D") and engaged in the manufacture of power amplifiers for military applications. On April 2, 1992, MM&D changed its name to Spectrian Corporation. On October 3, 1997, the Company reincorporated in Delaware. The Company is engaged in the design, manufacture and marketing of high-power radio frequency ("RF") amplifiers for the global wireless communications industry. Prior to the sale of its semiconductor division, that operated under the trade name UltraRF, to Cree Inc. ("Cree") on December 29, 2000, the Company also produced semiconductor devices for use in the design and manufacture of wireless infrastructure equipment. Spectrian's power amplifiers are utilized as part of the infrastructure for both wireless voice and data networks. The Company's power amplifiers boost the power of a signal so that it can reach a wireless phone or other device within a designated geography.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Company and its wholly and majority-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.

Foreign Currency Transactions

Monetary accounts maintained in currencies other than the United States dollar are re-measured using the foreign exchange rate at the balance sheet date. Operations accounts and non-monetary balance sheet accounts are measured and recorded at the rate reported in current operations. The effect of foreign currency re-measurement was not significant in fiscal years 2002, 2001 or 2000.

Revenue Recognition

The Company recognizes revenues when persuasive evidence of an arrangement exists, the price is fixed or determinable, collection is reasonably assured, and delivery has occurred. Delivery occurs when the customer has taken title and assumed the risk of loss. Under this criteria, product revenues are recognized either upon shipment of product to customers if shipping terms are FOB—shipping point or upon receipt of product by customers if shipping terms are FOB—destination. Revenues for products sold to distributors with rights of return are deferred and recognized upon resale of the products by the distributors. Revenues are also deferred if collection is not assured. All revenues are recognized net of accruals for estimated sales returns and allowances.

Concentration of Credit Risk and Fair Value of Financial Instruments

The carrying value of the Company's financial instruments, including cash and cash equivalents, restricted cash, short-term investments, equity options, accounts receivable and long-term debt approximates fair market value, since marketable equity securities have been valued at market, the discounted present value of investments is approximately equal to carrying value, and receivables are subject to collection in less than three months. Financial instruments that subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, restricted cash, short-term

F-7

investments, equity options and trade accounts receivable. The Company maintains its cash and cash equivalents, restricted cash and short-term investments with high quality financial institutions. The Company evaluates the credit risk associated with its customers and provides an allowance for doubtful accounts.

Risks and Uncertainties

The Company's migration to an outsourced, turnkey manufacturing and repair services strategy entail certain risks including reduced control over the cost, timely delivery, reliability and quality of the components and reliance on the financial strength and continued relationship with the contract manufacturer. In calendar 2001, the financial strength of the Company's primary sole source contract manufacturer may have become impaired due to the declaration of bankruptcy by its U.S. parent corporation. Although the Company has taken measures to protect itself in the event that this contract manufacturer declares bankruptcy or is placed in receivership, the Company may suffer a loss of assets or disruption of its manufacturing processes and the Company's business, financial condition and results of operations may be adversely affected. If the Company were to change its contract manufacturer, the Company would be required to requalify its components with each new contract manufacturer, respectively, as well as with each of its customers. Any inability of the Company to obtain timely deliveries of repair services or assembled amplifiers of acceptable quality in required quantities could materially and adversely affect the Company's business, financial condition and results of operations.

Allowance for Doubtful Accounts

The Company performs ongoing credit evaluations of the Company's customers and adjusts credit limits based upon payment history and the customer's current credit worthiness, as determined by the Company's review of current credit and financial information, and generally does not require collateral. The Company continuously monitors payments from the Company's customers and maintains an allowance for estimated credit losses based upon the Company's historical experience and any specific customer collection issues that the Company has identified. Since the Company's accounts receivable are concentrated in a relatively few number of customers, a significant change in the liquidity or financial condition of any one of these customers could have a material adverse impact on the realization of the Company's accounts receivable and the Company's results of operations. Allowance for bad and doubtful accounts aggregated $400,000 and $460,000 at March 31, 2002 and 2001, respectively. The Company recorded charges for allowance for bad and doubtful accounts of $250,000, $40,000 and $32,000 in fiscal 2002, 2001 and 2000, respectively. Receivables written off against the allowance aggregated $310,000 in 2002 and none in fiscal 2001 and 2000.

Cash Equivalents and Short-Term Investments

The Company considers all liquid investments with an original maturity of three months or less to be cash equivalents. The cash equivalents consisted of commercial paper and U.S. government securities as of March 31, 2002.

The Company has classified its investments in certain debt securities, equity options and common stock investments in Cree as "available-for-sale," and records such investments at fair market value, with unrealized gains and losses reported as a separate component of stockholders' equity. Realized

F-8

gains and losses are determined using the specific identification method. Interest income is recorded using an effective interest rate, with the associated premium or discount amortized to interest income. At March 31, 2002, the unrealized gains on the Company's investments aggregated to $211,000.

Inventories and Adverse Purchase Commitments

The Company values inventory at standard cost, which is evaluated at least quarterly to determine that it approximates actual cost. The Company regularly reviews inventory quantities on hand and records an allowance for excess and obsolete inventory based primarily on the Company's estimated forecast of product demand and production and repair requirements. The Company also regularly reviews the cost to produce products against the estimated market value of the products and records a lower of cost or market provision for those products that have a cost in excess of the estimated market value.

The Company outsources the production and repair of its products and certain components utilized in the production process that have long lead times. The Company regularly reviews its outstanding purchase commitments and records an adverse purchase commitment liability based primarily on the Company's estimated forecast of product demand and production and repair requirements. The Company also regularly reviews the cost to complete production of components on order against the estimated market value of the products and records an adverse purchase commitment liability for those components that have a completed cost in excess of the estimated market value.

As of March 31, 2002, several products from the older single carrier power amplifier ("SCPA") business line had cost of sales that exceeded the contractual selling price. Accordingly, the Company established lower of cost or market inventory reserves for the associated inventory. The Company also

F-9

recorded an allowance for certain SCPA and multicarrier power amplifier ("MCPA") inventories on hand that exceeded the forecast product demand. Total allowance for excess and obsolete inventory and lower of cost or market at March 31, 2002 was $17.8 million.

Property and Equipment

Property and equipment are stated at cost. Depreciation and amortization are computed using the straight-line method over the estimated useful lives of the respective assets, generally three to five years. Leasehold improvements are amortized on a straight-line basis over the shorter of the lease terms or the estimated useful lives of the respective assets.

Income Taxes

Income taxes are recorded using the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is recorded to reduce deferred tax assets to an amount whose expected realization is more likely than not.

Per Share Computations

Basic net income (loss) per share is computed by dividing net income (loss) available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted net income (loss) per share is computed using the weighted average number of common and potentially dilutive common shares outstanding during the period using the treasury stock method. Potentially dilutive common shares include the effect of stock options.

Use of Estimates in the Preparation of Financial Statements

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, revenues and expenses during the reporting period. Actual results could differ from those estimates.

Accounting for Stock-Based Compensation

The Company accounts for its employee stock compensation plans using the intrinsic value method. The Company calculates the fair value of stock-based compensation and discloses the pro forma impact of the value on net loss and net loss per share in the notes to the financial statements.

Impairment of Long-Lived Assets and Long-Lived Assets to be Disposed Of

The Company reviews long-lived assets and certain identifiable intangibles for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be

F-10

recoverable based on an evaluation of the undiscounted cash flow generated by such assets. Although the Company currently has no significant impaired assets, if such assets were to be considered impaired, the impairment to be recognized would be measured by the amount by which the carrying amount of the asset exceeds its fair value.

Comprehensive Income (Loss)

Comprehensive income, as defined, includes all changes in equity during a period from non-owner sources. The Company's comprehensive income (loss) includes unrealized gains or losses on investments and is displayed in the Consolidated Statement of Stockholders Equity and Comprehensive Income (Loss). In fiscal 2002, comprehensive income included $10.1 million of unrealized gain on short term investments and $13.0 million of realized loss on short term investments which were previously included in unrealized loss. In fiscal 2001, comprehensive loss represented $22.2 million of unrealized loss on short term investments.

Warranty

The Company offers warranties of various lengths, ranging from one year to fifteen years, to the Company's customers depending upon the specific product and terms of the customer purchase agreement. The Company typically negotiates varying terms regarding warranty coverage and length of warranty dependant upon the product involved and the customer. The Company's standard warranties require it to repair or replace defective product returned to it during such warranty period at no cost to the customer. The Company quantifies and records an estimate for warranty related costs based on the Company's actual historical and projected return and failure rates, the current repair costs, and the length of the warranty period. In the past, the Company has experienced higher than normal return rates on certain products, which required the Company to increase the required warranty provision and extend the warranty period. Should the Company experience actual return and failure rates or repair costs that are higher than the estimated return and failure rates or repair costs used to calculate the provision, the Company's operating results for the period or periods in which such returns or additional costs materialize will be adversely impacted.

Reclassifications

Certain items have been reclassified to be consistent with current presentation. The reclassifications have no effect on previously disclosed net income (loss) or stockholders' equity.

Recent Accounting Pronouncements

In July 2001, the FASB issued Statement of Financial Accounting Standards No. 142 ("SFAS 142"), "Goodwill and Other Intangible Assets", which is effective for fiscal years beginning after

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December 15, 2001. SFAS 142 requires, among other things, the discontinuance of goodwill amortization. In addition, the standard includes provisions upon adoption for the reclassification of certain existing recognized intangibles as goodwill, reassessment of the useful lives of existing recognized intangibles, reclassification of certain intangibles out of previously reported goodwill and the testing for impairment of existing goodwill and other intangibles. The Company believes that the adoption of SFAS 142 will not have a significant impact on its financial statements. The Company will adopt SFAS 142 in the quarter beginning April 1, 2002. The Company does not expect the adoption of SFAS 142 to have a material impact on the Company's financial position and results of operations.

In October 2001, the FASB issued Statement of Financial Accounting Standards No. 144 ("SFAS 144"), "Accounting for the Impairment or Disposal of Long-Lived Assets," which is effective for fiscal years beginning after December 15, 2001 and interim periods within those fiscal periods. This Statement supersedes FASB Statement No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of" and Accounting Principals Board Opinion No. 30 ("APB 30"), "Reporting Results of Operations—Reporting the Effects of Disposal of a Division of a Business", however, this Statement retains the requirement of APB 30 to report discontinued operations separately from continuing operations and extends that reporting to a component of an entity that either has been disposed of (by sale, by abandonment, or in a distribution to owners) or is classified as held for sale. This Statement addresses financial accounting and reporting for the impairment of certain long-lived assets and for long-lived assets to be disposed of. The Company does not expect the adoption of SFAS 144 to have a material impact on the Company's financial position and results of operations.

2. SALE OF ULTRARF

On December 29, 2000, the Company completed the sale of substantially all of the assets and liabilities comprising the Company's semiconductor division, UltraRF, pursuant to the Asset Purchase Agreement dated as of November 20, 2000 (the "Asset Purchase Agreement") among Cree, Zoltar Acquisition, Inc. ("Zoltar") and the Company for 1,815,402 shares of Cree common stock then valued at $64.5 million, based upon the per share price at the date of closing, plus common stock of Cree with a guaranteed realizable value of $30 million, less $1.1 million owed by the Company to Cree due to a change in the net assets of UltraRF between October 1, 2000 and December 29, 2000. Of the total consideration received, 191,094 shares of Cree common stock were placed in escrow to secure the Company's representations, warranties and covenants under the Asset Purchase Agreement over a 12 month period. In January 2001, the Company sold all the shares held in escrow for approximately $6.3 million and recognized a loss of approximately $481,000 from the sale of these securities. On June 29, 2001, one-half of the cash proceeds from the sale of escrow shares plus interest earned in the amount of $3.2 million was released from escrow. On December 29, 2001, the remaining amount held in escrow plus interest earned totaling $3.3 million was released from escrow.

In the year ended March 31, 2002 ("fiscal 2002"), the Company sold 1,139,308 shares of Cree common stock for $27.9 million and realized a loss of $12.6 million. In addition, the Company exercised put options in relation to 485,000 shares of Cree common stock for proceeds of $12.4 million and realized a loss of $4.8 million. The total realized loss on sale of Cree stock of $17.4 million was

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included in other income (net) in fiscal 2002. As of September 30, 2001, the Company had disposed of all shares of Cree common stock received as consideration under the Asset Purchase Agreement.

As part of the definitive agreement, the Company and Cree entered into a two-year supply agreement, under which the Company is obligated to purchase from Cree an aggregate of $58 million of semiconductors (the "Purchase and Supply Agreement"). The Purchase and Supply Agreement was amended in October 2001 and April 2002. Total purchase commitment under the amended Purchase and Supply Agreement was reduced by $3.2 million to $54.8 million and the agreement term was extended to June 30, 2003. As of March 31, 2002, the remaining purchase commitment was $21.3 million with quarterly commitments ranging from $1.3 million to $5.0 million. In the event Spectrian fails to make these purchases, it is obligated to pay Cree the amount of the shortfall. Accordingly, the Company deferred $58 million of the gain on sale of UltraRF, which was the amount of purchase commitment in the original Purchase and Supply Agreement, and is recognizing it in periods as the related purchase commitments to Cree are being fulfilled. In addition, Spectrian and Cree entered into a one-year joint development agreement to develop advanced technologies related to laterally diffused metal oxide semiconductors ("LDMOS"), linear high gain LDMOS driver modules, high efficiency LDMOS power modules and SiC MESFET components, under which Spectrian paid to Cree a development fee of $2.4 million in four quarterly installments of $600,000 beginning in April 2001. The joint development agreement expired on December 29, 2001 and the Company has paid Cree all fees due under the agreement. The Company also subleased one of the facilities in Sunnyvale, California to Cree for a term of 11 years (with three options to extend the lease an additional five years) with similar terms as the lease agreement between the Company and its landlord. The Company's sublease income from Cree was $907,000 in fiscal 2002 and $227,000 in fiscal 2001. As of March 31, 2002, future sublease income from Cree totaled $8.8 million.

The Company realized an aggregate gain of $69.7 million from the sale of UltraRF, of which $58.0 million was deferred as noted above, with the balance of $11.7 million being recognized as other income during the three months ended December 31, 2000. During the three months ended March 31, 2001, Spectrian recognized a gain of $7.2 million as other income. In fiscal 2002, Spectrian recognized a gain of $30.0 million from the sale of UltraRF as other income due to the fulfillment of the purchase commitment. As a result, the deferred gain on sale of UltraRF was $21.3 million on March 31, 2002.

Summarized below are the unaudited pro forma results of the Company as though UltraRF had been sold at April 1, 1999 (in thousands, except per share data):

	Year Ended March 31,
	2001			2000
Total revenues	$	178,671		$	162,687

Net loss	$	(8,436	)	$	(13,914	)

Net loss per share (basic and diluted)	$	(0.76	)	$	(1.33	)

The pro forma financial information presented above is not necessarily indicative of either the results of operations that would have occurred had the disposal taken place at the beginning of fiscal

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2000 or of future results of operations of the Company. The gain on sale of UltraRF has not been included in the pro forma results above because it is non-recurring and directly related to the sale.

3. ADOPTION OF SFAS 133

The Company adopted Statement of Financial Accounting Standards No. 133, Accounting for Derivative Instruments and Hedging Activities, as amended by Statement of Financial Accounting Standards No. 137, Accounting for Derivative Instruments and Hedging Activities—Deferral of the Effective Date of FASB Statement No. 133, an amendment of FASB Statement No. 133, and Statement of Financial Accounting Standards No. 138, Accounting for Certain Derivative Instruments and Certain Hedging Activities, an amendment of FASB Statement No. 133 (referred to hereafter as "SFAS 133"), on April 1, 2001. In accordance with the transition provisions of SFAS 133, the Company recorded an approximate $494,000 gain cumulative effect adjustment in earnings as of April 1, 2001.

The following are the pro forma amounts of the retroactive application of the adoption of SFAS 133:

		Year Ended March 31,
		2002			2001		2000
Net income (loss)		$	(20,867	)	$	13,974	$	(5,823	)
Net income (loss) per share:
	Basic	$	(1.80	)	$	1.26	$	(0.56	)
	Diluted	$	(1.80	)	$	1.23	$	(0.56	)

Accounting for Derivatives and Hedging Activities

All derivatives are recognized on the balance sheet at their fair value. On the date that the Company enters into a derivative contract, it designates the derivative as (1) a hedge of the fair value of a recognized asset or liability or (2) an instrument that is held for trading or non-hedging purposes (a "trading" or "non-hedging" instrument). Since April 1, 2001, the Company has designated all derivative contacts as a fair value hedge and has not entered into derivatives for the purposes of trading. Changes in the fair value of a derivative that is highly effective as—and that is designated and qualifies as—a fair-value hedge, along with changes in the fair value of the hedged asset or liability that are attributable to the hedged risk, are recorded in current-period earnings.

By using derivative financial instruments to hedge exposures to changes in share prices for its marketable equity securities, the Company exposes itself to credit risk and market risk. Credit risk is the risk that the counterparty might fail to fulfill its performance obligations under the terms of the derivative contract. When the fair value of a derivative contract is positive, the counterparty owes the Company, which creates repayment risk for the Company. When the fair value of a derivative contract is negative, the Company owes the counterparty and, therefore, does not assume repayment risk. The Company minimizes its credit (or repayment) risk in derivative instruments by (1) entering into transactions with high-quality counterparties, (2) limiting the amount of its exposure to each counterparty, and (3) monitoring the financial condition of its counterparties. The Company also maintains a policy of requiring that all derivative contracts be governed by an International Swaps and Derivatives Association Master Agreement.

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The Company formally documents all relationships between hedging instruments and hedged items, as well as its risk-management objective and strategy for undertaking various hedge transactions. This process includes linking all derivatives that are designated as fair-value hedges to specific assets on the balance sheet. The Company also formally assesses (both at the hedge's inception and on an ongoing basis) whether the derivatives that are used in hedging transactions have been highly effective in offsetting changes in the fair value of hedged items and whether those derivatives may be expected to remain highly effective in future periods.

The Company discontinues hedge accounting prospectively when (1) it determines that the derivative is no longer effective in offsetting changes in the fair value of a hedged item; (2) the derivative expires or is sold, terminated, or exercised; or (3) management determines that designating the derivative as a hedging instrument is no longer appropriate.

Derivative Instruments and Hedging Activities

The Company had an investment in the common stock of Cree (see Note 2 above). The Company's investment exposed it to a risk related to the effects of changes in price of Cree common stock. This financial exposure was monitored and managed by the Company. The Company's risk-management focuses on the unpredictability of financial markets and seeks to reduce the potentially adverse effects that the volatility of these markets may have on its operating results. The Company used cashless collars, which are combinations of option contracts to hedge this risk. The Company generally hedged 60% to 100% of its investment in Cree common stock. The Company excludes from its assessment of hedge effectiveness the gain or loss associated with the time value of the options.

F-15

The Company did not have any gain or loss from the sale of Cree stock options in fiscal 2001. In fiscal 2002, the Company terminated 615,000 shares of Cree stock options prior to their expiration dates and realized a gain of $4.4 million, which represented the proceeds realized upon termination of these options. Of this gain, $494,000 was recognized as a cumulative effect of change in accounting principle upon adoption of SFAS 133 and the balance of $3.9 million net gain was recorded in other income (net) in fiscal 2002. As of March 31, 2002, the Company has no derivative financial instruments.

4. OTHER INCOME, NET

Other income, net included (in thousands):

	Year Ended March 31,
	2002			2001			2000
Gain on sale of UltraRF	$	29,950		$	18,852		$	—
Loss on sale of Cree, Inc. common stock		(17,429	)		(481	)		—
Net gain on Cree, Inc. common stock options		3,886			—			—
Gain on sale of building		—			—			624
Other		(60	)		—			—

Other income, net	$	16,347		$	18,371		$	624

5. CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS

Available-for-sale securities at March 31, 2002 and 2001 were as follows (in thousands):

As of March 31, 2002		Amortized Cost		Unrealized Gain (Loss)		Fair Value
Government bonds and notes		$	15,539	$	158	$	15,697
Corporate bonds and notes			50,749		53		50,802

			66,288		211		66,499
Less amounts classified as cash equivalents			17,914		—		17,914

Short-term investments		$	48,374	$	211	$	48,585

Contractual maturity dates of bonds and notes:
	Less than 1 year					$	13,466
	1 to 5 years						35,119

						$	48,585

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As of March 31, 2001		Amortized Cost		Unrealized Gain (Loss)			Fair Value
Government bonds and notes		$	23,355	$	120		$	23,475
Corporate bonds and notes			41,164		144			41,308
Common stock investments in Cree, Inc.			57,713		(33,397	)		24,316
Equity options in Cree, Inc.			—		10,277			10,277

			122,232		(22,856	)		99,376
Less amounts classified as cash equivalents			25,864		—			25,864

Short-term investments		$	96,368	$	(22,856	)		73,512

Less common stock and equity options in Cree, Inc.								34,593

Bonds and notes classified as short-term investments							$	38,919

Contractual maturity dates of bonds and notes:
	Less than 1 year						$	8,931
	1 to 5 years							29,988

							$	38,919

6. BALANCE SHEET COMPONENTS

Balance sheet components at March 31, 2002 and 2001 are as follows (in thousands):

		March 31,
		2002		2001
Inventories:
	Raw materials	$	15,932	$	11,185
	Work in progress		3,539		5,699
	Finished goods		7,450		5,337
	Consigned inventory		672		—

		$	27,593	$	22,221

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		March 31,
		2002		2001
Property and equipment:
	Machinery and equipment	$	41,979	$	47,341
	Software		3,725		3,819
	Leasehold improvements		2,024		2,673

			47,728		53,833
	Less accumulated depreciation and amortization		38,077		42,201

		$	9,651	$	11,632

Depreciation expense was $5.2 million, $10.4 million and $13.2 million for fiscal 2002, 2001 and 2000, respectively. Amortization expense was $171,000, $51,000 and $101,000 for fiscal 2002, 2001 and 2000, respectively.

		March 31,
		2002		2001
Accrued liabilities:
	Employee compensation and benefits	$	2,900	$	2,839
	Warranty		6,400		9,800
	Restructuring		161		—
	Adverse purchase commitments		2,754		—
	Other accrued liabilities		1,994		1,319

		$	14,209	$	13,958

7. COMMITMENTS AND CONTINGENIES

Lines of Credit

The Company has a revolving line of credit of $10.0 million with a bank collateralized by the majority of the Company's assets. The line of credit expires on June 30, 2002. Under the terms of the master agreement governing this credit instrument, as amended, the Company is required to maintain certain minimum working capital and other specific financial ratios. The master agreement also has certain restrictions on other indebtedness and the payment of dividends. At March 31, 2002, the Company was in compliance with the covenants of the master agreement. The amount available to borrow at March 31, 2002, was $10.0 million. The Company can borrow at either (i) a variable rate equal to the prime rate or (ii) a fixed rate equal to 200 basis points above the LIBOR rate, which at March 31, 2002 was 4.8% and 4.0%, respectively. The Company had no borrowings under the line of credit at March 31, 2002. The line of credit was renewed on June 5, 2002 with an expiration date of June 4, 2003.

F-18

Purchase Commitments with Cree

In December 2000, the Company and Cree are entered into the Purchase and Supply Agreement, under which the Company was obligated to purchase from Cree an aggregate of $58 million of semiconductors, with quarterly purchase commitments through December 2002. In October 2001 and April 2002, the Purchase and Supply Agreement was amended to reduce the aggregate purchase commitment to $54.8 million and to extend the quarterly purchase commitments through June 2003. As of March 31, 2002, the remaining purchase commitment is $21.3 million.

Purchase Commitments with Subcontract Manufacturers

Monthly, Spectrian provides a six-month rolling forecast of finished goods requirements to its subcontract manufacturers for planning and long-lead time parts procurement purposes only. Spectrian issues purchase orders to the subcontract manufacturers with delivery dates from four to twelve weeks from the purchase order date. Once a purchase order is accepted by the subcontract manufacturer, Spectrian is committed to accept delivery of the amplifiers or reimburse the subcontract manufacturer for costs incurred to date. The subcontract manufacturers procures raw materials and schedules labor needed to manufacture Spectrian amplifiers based on the aforementioned forecasts and standard purchase orders. In the past, Spectrian has reimbursed ACT for the cost of long-lead time parts and other raw material costs that had been incurred by ACT because of the reduction of purchase order and forecasted quantities. The subcontract manufacturers also maintain inventory levels to repair Spectrian amplifiers. At March 31, 2002, total accepted and unfulfilled purchase orders to procure completed amplifiers totaled $7.3 million. At March 31, 2002, the subcontract manufacturers had $13.4 million of materials on hand and an additional $12.3 million of purchase commitments to buy raw materials to fulfill the accepted purchase orders, forecasted requirements and repair requirements from Spectrian. At March 31, 2002, Spectrian estimated that $1.6 million of the purchase commitments made by the subcontract manufacturers are non-cancelable.

Other Purchase Commitments

During its normal course of business, the Company issues purchase orders to procure components, materials and services from vendors. As of March 31, 2002, the Company's outstanding purchase commitments with vendors, other than Cree and its subcontract manufacturers, totaled approximately $4.9 million.

Royalty Commitments

On November 15, 2001, the Company entered into an agreement with Paragon Communications, Inc. ("Paragon") to license certain technology that can be used in the design of RF power amplifiers. Under the terms of the License Agreement, the Company may be required to pay a royalty to Paragon based upon revenues of products that incorporate the licensed technology. If the Company elects to license the technology provided by Paragon, the Company must make quarterly advance royalty payments beginning July 1, 2002, through December 31, 2004 in amounts ranging from $50,000 to $125,000 per quarter. These advance royalty payments are to be applied against earned royalties and are carried forward to subsequent periods if not earned.

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Lease Commitments

The Company entered into capital leases for test equipment for a 24-month lease term expiring from July to October 2002. As of March 31, 2002, future minimum lease payments under these capital leases are $66,000 all of which are due in fiscal 2003.

During fiscal 1997, the Company sold its principal facilities in Sunnyvale, California for approximately $16.4 million, and leased the facilities back under a lease that has been classified as an operating lease. The lease expires in November 2011 and the quarterly rent payments are subject to Consumer Price Index adjustments on a tri-annual basis beginning in November 1999. In connection with the sale of UltraRF to Cree in December 2000, the Company subleased one of the two facilities under the aforementioned operating lease to Cree for the remaining term of the lease under substantially the same term and conditions as the Company's lease.

The Company also leases facilities in Folsom, California; Quincy, Illinois; Brazil, Korea and China to support its administrative, development, manufacturing, repair, sales and marketing activities.

Future minimum lease payments under all noncancelable operating leases and sublease income under these operating leases as of March 31, 2002 are as follows (in thousands):

	Lease Payments		Sublease Income
2003	$	2,993	$	1,349
2004		2,325		1,020
2005		2,237		907
2006		2,241		907
2007		2,246		907
Thereafter		9,660		4,233

	$	21,702	$	9,323

Rent expense was $2.9 million, $2.9 million and $2.3 million for the years ended March 31, 2002, 2001 and 2000, respectively. Sublease rental income was $1,341,000, $615,000 and $310,000 for fiscal 2002, 2001 and 2000, respectively.

Contingencies

From time to time, the Company is involved in legal actions arising in the ordinary course of business. Based on information currently available, the Company believes no material loss would result from litigation. However, absolute assurance cannot be given that third party assertions will be resolved without costly litigation, in a manner that is not adverse to the Company's financial position, results of operations or cash flows or without requiring royalty payments in the future which may adversely impact gross margins.

F-20

The Company has change of control severance agreements with its Chief Executive Officer and seven other executives, which provide for payments of lump sum cash severance payments equal to annual compensation including bonuses for periods ranging from one to three years, continuation of health insurance benefits for periods ranging from one to three years and acceleration of vesting of stock options in the event of involuntary termination of employment of these executives.

The Company continues to be impacted by the softness in the telecommunications sector as well as competitive pricing pressures which has resulted in lower sales. During the year ended March 31, 2002 the Company used $28.2 million cash in operations and recorded a net loss of $20.4 million. In order for the Company to meet its business objectives, it will need to either increase sales or reduce costs in order to achieve sustained profitability and generate cash flows from operations. Until such time, the Company will continue to depend upon its existing cash, cash equivalents and short term investment balances and its current line of credit. Should the Company be unable to meet its profitability and cash flow goals it may be required to seek alternative sources of capital. However, there can be no assurance that such alternative sources of capital will be available on reasonable terms, if at all.

8. STOCKHOLDERS' EQUITY

Preferred Stock

The Board of Directors has the authority to issue up to 5.0 million shares of undesignated preferred stock and to determine the powers, preferences and rights and the qualifications, limitations or restrictions granted to or imposed upon any wholly unissued shares of undesignated preferred stock and to fix the number of shares constituting any series and the designation of such series, without any further vote or action by the Company's stockholders. The Board of Directors has designated 20,000 shares of preferred stock as Series A Participating Preferred Stock, although none of such shares have been issued.

Shareholder Rights Plan

The Board of Directors of the Company adopted a Shareholder Rights Plan in October 1996 (the "Rights Plan"), as amended in January 1997, August 2000, January 2001 and May 2002. Pursuant to the Rights Plan, the Board declared a dividend of one Preferred Stock Purchase Right per share of Common Stock (the "Rights") and each such Right has an exercise price of $126.00. The Rights become exercisable upon the occurrence of certain events, including the announcement of a tender offer or exchange offer for the Company's Common Stock or the acquisition of a specified percentage of the Company's Common Stock by a third party. The exercise of the Rights could have the effect of delaying, deferring or preventing a change in control of the Company, including, without limitation, discouraging a proxy contest or making more difficult the acquisition of a substantial block of the Company's Common Stock. These provisions could also limit the price that investors might be willing to pay in the future for shares of the Company's Common Stock.

Treasury Stock

In September 2001, the Board of Directors authorized the repurchase of up to $10 million of the Company's common stock. In fiscal 2002, the Company repurchased 293,700 shares of the outstanding

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common stock at an average per share price of $9.80 for approximately $2.9 million. Treasury stock is carried at cost in the consolidated balance sheets as "Treasury Stock" and results in a reduction of Stockholders' Equity.

Stock Option Plans

The Company has adopted three stock option plans, (the "Plans"): the 1992 Stock Plan (the "1992 Plan"), the 1994 Director Option Plan (the "Directors' Plan"), and the 1998 Nonstatutory Stock Options Plan (the "1998 Plan"). Pursuant to the terms of the plans, the Company's Board of Directors may grant stock options to selected employees, directors, officers and consultants of the Company. Stock options are generally granted with an exercise price equal to the fair market value of the Company's stock at the date of grant.

1992 Plan

In 1997, the Company amended the 1992 Plan under which the Company's Board of Directors could issue options to purchase up to 3,300,886 shares of common stock to employees and directors of and consultants to the Company. In July 1999, the Company amended the 1992 Plan to reserve an additional 450,000 shares of common stock for issuance under the 1992 Plan. In August 2000, an additional 400,000 shares were reserved under the 1992 Plan.

Under the 1992 Plan, the Company's Board of Directors has the authority to determine to whom options will be granted, the number of shares under option, the option term and the exercise price. The options generally have 10-year terms and vest 25% after one year from the grant date with the remaining options vesting pro rata over the following 36 months. The term of any options issued under the plan may not exceed ten years from the date of grant.

Directors' Plan

The Directors' Plan provides for automatic grants to purchase 5,000 of the Company's common stock upon new non-employee directors being elected to the Board of Directors. The Directors' Plan also provides for the grant of options to purchase up to an additional 5,000 shares annually thereafter. Options under the Directors' Plan vest over 48 months and the exercise price of options granted shall be 100% of the fair market value of the Company's common stock on the date of grant. The options expire ten years after the date of grant. In July 1999, the Company amended the Directors' Plan to increase the aggregate number of shares authorized by 60,000 shares to 145,000 shares. Under the Director's Plan, 25,000 shares were granted during fiscal 2002.

1998 Plan

In January 1998, the Company adopted the 1998 Plan under which the Company's Board of Directors could issue options to purchase up to 400,000 shares of common stock to employees of and consultants to the Company. In the second quarter of fiscal 1999, an additional 500,000 shares were reserved under the 1998 Plan. In the first quarter of fiscal 2000, an additional 250,000 shares were reserved under the 1998 Plan. In the second quarter of fiscal 2001, an additional 250,000 shares were reserved under the 1998 Plan.

F-22

Under the 1998 Plan, the Company's Board of Directors has the authority to determine to whom options will be granted, the number of shares under option, the option term and the exercise price. The options generally have 10-year terms and vest 25% after one year from the grant date with the remaining options vesting pro rata over the following 36 months.

Other Stock Option Grant Activity

Outside of the 1992 Plan, the Director's Plan and the 1998 Plan, two officers and one employee of the Company were granted a combined total of options to purchase 390,000 shares of its common stock during fiscal 1997, at exercise prices ranging from $9.50 to $14.50, which are subject to the same vesting schedule as that of the Company's 1992 Stock Plan. In fiscal 1998, one officer and two employees were granted a combined total of 90,000 options outside of the Plans at exercise prices ranging from $16.88 to $56.38, which are subject to the same vesting schedule as that of the 1992 Stock Plan. During fiscal 1999, options to purchase 91,667 shares were cancelled. In fiscal 2000, two officers and one employee were granted a combined total of options to purchase 410,000 shares of its common stock outside of the Plans at an exercise price ranging from $11.38 to $23.06, which are subject to the same vesting schedule as that of the 1992 Plan. During fiscal 2001, options to purchase 22,917 shares were cancelled.

The following table summarizes option activity under the Company's various plans:

		Available for Grant		Options Outstanding		Weighted Average Exercise Price
Outstanding as of March 31, 1999		435,408		2,317,642		$	16.75
	Additional shares reserved	1,170,000		—			—
	Granted	(1,944,794	)	1,944,794			18.83
	Exercised	—		(565,941	)		13.16
	Canceled	424,959		(424,959	)		17.88

Outstanding as of March 31, 2000		85,573		3,271,536			18.46
	Additional shares reserved	650,000		—			—
	Granted	(1,221,950	)	1,221,950			15.12
	Exercised	—		(510,806	)		12.65
	Canceled(1)	1,089,096		(1,112,013	)		20.46

Outstanding as of March 31, 2001		602,719		2,870,667			17.34
	Granted	(396,150	)	396,150			12.95
	Exercised	—		(85,607	)		12.50
	Canceled	345,032		(345,032	)		17.58

Outstanding as of March 31, 2002		551,601		2,836,178		$	16.84

(1): 22,917 shares which were outside of the Plans were cancelled in fiscal 2001 and were not available for re-grant.

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The following tables summarize information about stock options outstanding at March 31, 2002:

	Options Outstanding				Options Exercisable
Range of Exercise Prices	Number Outstanding at March 31, 2002	Weighted Average Remaining Life (Years)	Weighted Average Exercise Price		Number Exercisable at March 31, 2002	Weighted Average Exercise Price
$ 0.20 - $12.56	507,109	8.30	$	10.75	163,640	$	9.76
$12.75 - $13.19	330,190	7.85		12.96	174,917		12.95
$13.38 - $14.75	607,109	6.22		14.30	395,408		14.51
$14.88 - $18.75	474,402	8.24		16.39	203,565		16.28
$19.00 - $22.50	464,760	7.53		21.28	271,580		21.39
$22.56 - $24.13	289,208	7.96		23.06	147,412		23.06
$24.19 - $52.00	163,400	6.80		30.72	115,001		33.27

$ 0.20 - $52.00	2,836,178	7.55	$	16.84	1,471,523	$	17.63

Options exercisable at March 31, 2001 and 2000 were 1,013,990 and 1,015,881, respectively.

Using the Black-Scholes Option-Pricing Model, the per share weighted average fair market value of stock options granted during fiscal 2002, 2001 and 2000 were $9.60, $11.14 and $15.32, respectively, on the date of grant. Assumptions used with the Black-Scholes Option-Pricing Model were as follows:

	Fiscal Year
	2002	2001	2000
Risk-free interest rate	4.5%	5.8%	5.8%
Expected term of options	5.5 years	5.5 years	5.3 years
Expected volatility	91.5%	89.7%	86.2%
Expected dividend yield	0.0%	0.0%	0.0%

Stock-Based Compensation

The Company has granted certain consultants stock options under the 1992 Plan and the 1998 Plan. In fiscal 2001, the Company granted one consultant 7,500 shares under the 1998 Plan at an exercise price of $15.50, which were fully vested at the date of grant. Stock-based compensation expense related to the grant of stock options to employees and non-employees is recognized as earned. At each reporting date, the Company re-values the stock-based compensation related to unvested non-employee options using the Black-Scholes option pricing model. Accordingly during fiscal 2001, due to a decline in the share price, the Company recorded a net reduction in deferred compensation expense of $658,000. In connection with the grant of stock options to these employees and consultants, the Company recorded stock-based compensation expense of $29,000, $210,000 and $410,000 for fiscal 2002, 2001 and 2000, respectively. As of March 31, 2002, the Company expects to amortize stock-based compensation expense of $29,000 in fiscal 2003 and $11,000 in fiscal 2004.

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Employee Stock Purchase Plan

In June 1998, the Company's stockholders approved the 1998 Employee Stock Purchase Plan (the "Purchase Plan") which permitted eligible employees to purchase the Company's Common Stock through payroll deductions. The Purchase Plan consisted of consecutive and overlapping 12-month offering periods, each divided into two six-month purchase periods. The purchase price of the shares in the Purchase Plan is 85% of the lower of the fair market value of the Common Stock at the beginning of the offering period or the end of each purchase period. The Company reserved a total of 250,000 shares of common stock for issuance under this plan. The Purchase Plan has a feature whereby the number of shares reserved under the Purchase Plan are increased automatically on an annual basis by the lesser of 300,000 shares or 2% of outstanding shares of Common Stock. There were 411,245 shares of Common Stock available for issuance as of March 31, 2002. During the fiscal years ended March 31, 2002 and 2001, shares totaling 104,790 and 130,713 were acquired under the Purchase Plan at an average per share price of $8.82 and $12.30, respectively.

Under SFAS No. 123, Accounting for Stock-Based Compensation, pro forma compensation cost is calculated for the fair market value of the employees' purchase rights. The fair value of each stock purchase right granted under the Purchase Plan was estimated using the Black-Scholes Option-Pricing Model with the following weighted average assumptions by fiscal year:

	Fiscal Year
	2002	2001	2000
Risk-free interest rate	3.9%	5.6%	5.0%
Expected term of options	0.5 years	0.5 years	0.5 years
Expected volatility	66.7%	110.3%	86.2%
Expected dividend yield	0.0%	0.0%	0.0%

The per share weighted average fair market value of those purchase rights granted in fiscal 2002, 2001 and 2000 was $2.94, $6.50 and $6.08, respectively, per share.

Pro Forma Fair Value Information

The Company accounts for its employee stock plans using the intrinsic value method. Had the Company determined compensation cost based on the fair value at the grant date for its stock options

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under SFAS No. 123, the Company's net income (loss) and related per share amounts would have been as indicated in the pro forma amounts indicated below (in thousands, except per share amounts):

			Year Ended March 31,
			2002			2001		2000
Net income (loss):
	As reported		$	(20,373	)	$	13,480	$	(5,823	)

	Pro forma		$	(28,976	)	$	3,325	$	(15,099	)

Earnings (loss) per share:
	Basic:
		As reported	$	(1.76	)	$	1.21	$	(0.56	)

		Pro forma	$	(2.51	)	$	0.30	$	(1.45	)

	Diluted:
		As reported	$	(1.76	)	$	1.19	$	(0.56	)

		Pro forma	$	(2.51	)	$	0.29	$	(1.45	)

9. EMPLOYEE BENEFIT PLAN

In January 1997, the Company adopted the Spectrian Corporation 401(k) Savings Plan (the "Benefit Plan") to provide retirement and incidental benefits for eligible employees. The Benefit Plan provides for Company contributions as determined by the Company's Board of Directors that may not exceed 20% of the annual aggregate salaries of those employees eligible for participation. As of March 31, 2002, the Benefit Plan offers a diverse selection of investment alternatives, representing all asset classes. Employees may not invest in the Company's stock through the Benefit Plan. In fiscal years 2002, 2001 and 2000, the Company contributed $329,000, $514,000 and $148,000, respectively, in contributions to the Benefit Plan.

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10. INCOME TAXES

The components of the provision for (benefit from) income taxes in the statement of operations are as follows (in thousands):

			Year Ended March 31,
			2002			2001			2000
Current:
	Federal		$	(3,713	)	$	3,713		$	—
	State			(105	)		105			10
	Foreign			301			12			20

		Total current		(3,517	)		3,830			30

Deferred:
	Federal			3,245			(3,245	)		—
	State			573			(573	)		—
	Foreign			—			—			—

		Total deferred		3,818			(3,818	)		—

Total provision for income taxes			$	301		$	12		$	30

Income tax expense for the years ended March 31, 2002, 2001 and 2000 differs from the amount computed by applying the statutory federal income tax rate to pretax income (loss) as a result of the following (in thousands):

	Year Ended March 31,
	2002			2001			2000
Federal tax (benefit) at statutory rate	$	(6,992	)	$	4,587		$	(1,970	)
State tax, net of Federal benefit		(3,384	)		283			10
Alternative minimum tax		(2,103	)		295			—
Research Credit		(1,069	)		—			—
FSC tax expense		18			12			20
Change in valuation allowance		13,947			(5,290	)		2,299
Foreign rate difference		(250	)		—			—
Other		134			125			(329	)

Income tax expense	$	301		$	12		$	30

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The components of significant portions of the deferred tax assets and liabilities are presented below (in thousands):

			March 31,
Deferred tax assets:			March 31,
Deferred tax assets:			2002			2001
	Various accruals and reserves		$	12,770		$	6,706
	Net operating loss carryforwards			13,887			—
	Credit carryforwards			6,145			4,364
	Property and equipment depreciation differences			1,321			607
	Unrealized loss on available for sale securities			—			7,561
	Deferred gain			8,317			20,634

		Total gross deferred tax assets		42,440			39,872
	Less valuation allowance			(42,440	)		(36,054	)

		Total deferred tax assets	$	—		$	3,818

Due to the uncertainties surrounding the realization of the deferred tax assets resulting from the Company's accumulated deficit and net tax losses in fiscal 2002 and 2000, the Company has provided a valuation allowance against the deferred tax assets where realization is uncertain. The Company has evaluated both positive and negative evidence about the recoverability of its net deferred tax assets and determined that it is more likely than not that they will not be realized.

As of March 31, 2002, the Company has a net operating loss carryforward of $37 million and $18 million for Federal and California income tax purposes. The Federal net operating losses will expire unless utilized in 2022 and the state losses will expire unless utilized in 2008. The Company has approximately $6.1 million of Federal and California research credit carryforwards. If not utilized, the Federal research credit carryforwards will expire in various amounts beginning 2008 through March 2021. The California research credits will carryforward indefinitely.

Included in the deferred tax assets is approximately $6 million of assets relating to the stock option compensation which will be credited to equity when realized.

11. PER SHARE COMPUTATION

For fiscal 2001, options to purchase 1,451,242 common shares were outstanding, but were not included in the computation of diluted net income per share because the exercise prices of the options were greater than the average market price of the common shares. For fiscal 2002 and fiscal 2000, 2,836,178 and 3,271,536 common equivalent shares with weighted averages exercise prices of $16.84 and $18.46, respectively, were not included for the calculation of diluted net loss per share as they were considered antidilutive due to the net loss the Company experienced in these fiscal years.

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A reconciliation of the basic and diluted per share calculation follows:

	Year ended March 31,
	2002							2001						2000
	Net Income			Shares	Per Share Amount			Net Loss		Shares	Per Share Amount			Net Loss			Shares	Per Share Amount
Basic	$	(20,373	)	11,543	$	(1.76	)	$	13,480	11,113	$	1.21		$	(5,823	)	10,426	$	(0.56	)
Effect of stock options		—		—		—			—	230		(0.02	)		—		—		—

Diluted	$	(20,373	)	11,543	$	(1.76	)	$	13,480	11,343	$	1.19		$	(5,823	)	10,426	$	(0.56	)

12. CUSTOMER CONCENTRATIONS

For fiscal 2002, three customers accounted for approximately 47%, 24% and 12% of net revenues. For fiscal 2001, three customers accounted for approximately 59%, 18% and 13% of net revenues. For fiscal 2000, one customer accounted for approximately 72% of net revenues. Four customers accounted for an aggregate of 94% of accounts receivable at March 31, 2002 and three customers accounted for an aggregated of 90% of accounts receivable at March 31, 2001.

13. SEGMENT INFORMATION

Under the management approach, prior to the sale of UltraRF, the Company divided its business into two divisions based upon product type: Amplifier Division and Semiconductor Division. UltraRF derived virtually all of its net revenues from sales to the Amplifier Division. The Company allocated operating expenses to these segments but did not allocate interest income and expense. Corporate expenses were allocated to the operating segments based on predetermined annual allocation methods. Appropriate intersegment eliminations were made in the consolidation of the Company's consolidated financial statements. Following the sale of UltraRF on December 29, 2000, the Company began operating as one vertical integrated unit. (See Note 2). Segment information for fiscal 2001 and fiscal 2000 is as follows:

Consolidated Statement of Operations Data—Fiscal 2001 (in thousands):

	Year Ended March 31, 2001
	Amplifier			UltraRF		Other			Total
Net revenues, external	$	178,671		$	1,081	$	—		$	179,752
Net revenues, intersegment		—			23,487		(23,487	)		—
Amortization and depreciation		5,290			2,185		2,950			10,425
Income (loss) before income taxes		(7,605	)		313		20,784			13,492

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Consolidated Statement of Operations Data—Fiscal 2000 (in thousands):

	Year Ended March 31, 2000
	Amplifier			UltraRF		Other			Total
Net revenues, external	$	162,687		$	880	$	—		$	163,567
Net revenues, intersegment		—			27,050		(27,050	)		—
Amortization and depreciation		5,797			2,546		4,912			13,255
Income (loss) before income taxes		(13,401	)		4,113		3,495			(5,793	)

*Data in the "Other" column represents the elimination of intersegment revenues, interest income and expense, other income, the provision for income taxes, certain unallocated corporate expenses and corporate amortization and depreciation that is subsequently allocated to the operating segments.

Consolidated Balance Sheet Data (in thousands):

	March 31, 2001
	Amplifier		UltraRF		Other		Total
Segment Assets	$	30,235	$	—	$	3,618	$	33,853
Expenditures for additions to long-lived assets	$	5,228	$	3,478	$	936	$	9,642

Segment assets represent inventories and property and equipment, which are allocated to these segments.

Net revenues from major product categories were as follows (in thousands):

	Year ended March 31,
	2002		2001		2000
SCPA	$	45,547	$	113,886	$	126,486
MCPA		52,555		58,739		32,537
Other		5,680		7,127		4,544

Total Revenue	$	103,782	$	179,752	$	163,567

F-30

Geographic Segment Data:

Net revenue from unaffiliated customers by geographic region were as follows (in thousands):

	Year Ended March 31,
	2002		2001		2000
United States	$	35,389	$	39,265	$	22,144
South Korea		27,536		32,378		25,560
Canada		22,979		75,712		68,971
China		8,721		2,457		—
France		4,511		22,360		42,878
Brazil		2,942		6,523		157
Other		1,704		1,057		3,857

Total Revenue	$	103,782	$	179,752	$	163,567

The Company's long-lived assets are located in the following countries (in thousands):

	March 31,
	2002		2001
United States	$	4,871	$	7,966
Thailand		3,307		2,707
South Korea		1,033		959
China		309		—
Malaysia		131		—

	$	9,651	$	11,632

14. CLOSURE OF MANUFACTURING OPERATIONS AND RELATED RESTRUCTURING CHARGES

In June 2001, the Company decided to transfer its power amplifier repair and product integration operations in Sunnyvale, California, to a contract manufacturer located in Thailand. In connection with the decision, the Company recognized in the three months ended July 1, 2001, an approximately $686,000 restructuring charge for estimated severance costs related to organizational changes and a planned reduction in work force and to write off property and equipment that have no future value to the Company. Approximately 60 employees engaged in the repair and product integration operations are anticipated to be terminated as a result of the restructuring. As of March 31, 2002, approximately 50 employees have been terminated. The Company anticipates that the restructuring will be completed

F-31

no later than June 30, 2002. The following table represents the restructuring activity that took place up through March 31, 2002 (in thousands):

	Asset Write-offs (Non Cash)			Reduction in Workforce (Cash)			Other (Cash)			Total
Accrual for restructuring charges	$	161		$	485		$	40		$	686
Cash payment of severance costs		—			(356	)		—			(356	)
Cash payment of other restructuring costs		—			—			(8	)		(8	)
Write-off of property and equipment		(161	)		—			—			(161	)

Balance at March 31, 2002	$	—		$	129		$	32		$	161

The balance of the restructuring accrual is included in accrued liabilities on the consolidated balance sheets.

15. RELATED PARTY TRANSACTIONS

Investment in ArrayComm, Inc. In July of 1998, Spectrian purchased 222,222 shares of Series D preferred stock (at $4.50 per share) of ArrayComm, Inc. ("ArrayComm"). The total investment in Arraycomm was $1.0 million. ArrayComm is a privately held company that develops antenna-based wireless communications and broadband internet access technologies. Martin Cooper, Chief Executive Officer of ArrayComm, has also served as a director for Spectrian since January 1994.

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16. SUBSEQUENT EVENTS

Line of Credit

On June 5, 2002, the Company renewed its line of credit extending the expiration date to June 4, 2003 at terms substantially similar to the existing line.

Merger with REMEC, Inc.

The parties intend for the merger to be considered a tax-free reorganization under the Internal Revenue Code with respect to the REMEC common stock issued to the Company's stockholders. The Merger Agreement has been approved unanimously by the board of directors of both companies. On May 19, 2002, the Company amended the Rights Plan to facilitate the merger. The merger is expected to close in the quarter ending September 30, 2002 but is subject to a number of conditions including, among other things, approval of the Company's stockholders, approval of REMEC's shareholders and various regulatory approvals and clearances, including those under the Hart-Scott Rodino Antitrust Improvements Act of 1976, as amended and the Securities Act of 1933, as amended. In the event the Company fails to close the proposed merger due to the occurrence of certain events, the Company shall be required to pay REMEC a termination fee of $6 million.

Litigation

A putative class action lawsuit was filed in the Superior Court of the State of California, County of Santa Clara on May 28, 2002, captioned Vogel v. Shaner, et al., Case No. CV808140. The complaint names six of the Company's directors and its chief executive officer as defendants. In the complaint, the Plaintiff alleges that the defendants violated their fiduciary duties owed to the Company's stockholders, including their duties of loyalty, good faith and independence, by engaging in self-dealing in the merger transaction with REMEC. This violation allegedly stemmed from the defendants' failure to properly value the Company in the merger and due to conflicts of interest. The Plaintiff purportedly brought his action on behalf of Company stockholders who are or would be harmed by the alleged conduct. The case seeks declaratory, injunctive and other forms of relief. The Company and the defendant directors and officer believe the lawsuit is without merit and intends to defend the case vigorously. However, given that the lawsuit has only recently been filed, it is not possible to predict with certainty the ultimate resolution of this litigation.

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QuickLinks

SPECTRIAN CORPORATION INDEX TO ANNUAL REPORT ON FORM 10-K FOR YEAR ENDED MARCH 31, 2002
PART I

ITEM 1. BUSINESS

ITEM 2. PROPERTIES

ITEM 3. LEGAL PROCEEDINGS

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

ITEM 6: SELECTED CONSOLIDATED FINANCIAL DATA

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

ITEM 11. EXECUTIVE COMPENSATION

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.

SIGNATURES
POWER OF ATTORNEY
SPECTRIAN CORPORATION INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
REPORT OF INDEPENDENT ACCOUNTANTS
SPECTRIAN CORPORATION CONSOLIDATED BALANCE SHEETS (In thousands, except share data)
SPECTRIAN CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share data)
SPECTRIAN CORPORATION CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY AND COMPREHENSIVE INCOME (LOSS) (In thousands, except share data)
SPECTRIAN CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands)
SPECTRIAN CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS YEARS ENDED MARCH 31, 2002, 2001 AND 2000
EX-3.5(1) 3 a2081860zex-3_51.htm EXHIBIT 3.5.1
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Exhibit 3.5.1

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION OF

SPECTRIAN CORPORATION

Spectrian Corporation, a corporation organized and existing under the laws of the State of Delaware (the "Corporation"), hereby certifies that:

A. The name of this Corporation, and the name under which it was originally incorporated, is Spectrian Corporation

B. The date of filing of this Corporation's original Certificate of Incorporation with the Secretary of State of Delaware was May 22, 1997.

C. That at the Corporation's Annual Meeting of Stockholders held on September 7, 2001, the stockholders of the Corporation representing greater than the minimum number of shares required by the Delaware General Corporate Law and the Company's Certificate of Incorporation to approve this Amended and Restated Certificate of Incorporation (the "Amended Certificate") voted in favor of the Amended Certificate.

D. That the Amended Certificate was duly adopted in accordance with the provisions of Sections 242 and 245 of the Delaware General Corporate Law.

Pursuant to Sections 242 and 245 of the Delaware General Corporation Law, this Amended and Restated Certificate of Incorporation restates, integrates and amends the provisions of the Corporation's Certificate of Incorporation as follows:

FIRST: The name of the Corporation is Spectrian Corporation.

SECOND: The address of the Corporation's registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, zip code 19801. The name of its registered agent at such address is The Corporation Trust Company.

THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

FOURTH: The Corporation is authorized to issue two classes of stock to be designated respectively Common Stock and Preferred Stock. The total number of shares of all classes of stock which the Corporation has authority to issue is Thirty Million (30,000,000), consisting of Twenty Five Million (25,000,000) shares of Common Stock, $0.001 par value (the "Common Stock"), and Five Million (5,000,000) shares of Preferred Stock, $0.001 par value (the "Preferred Stock"). Of the authorized shares of Preferred Stock, Twenty Thousand (20,000) shares shall be designated "Series A Participating Preferred Stock" (sometimes referred to herein as "Series A Preferred").

The Preferred Stock may be issued from time to time in one or more series. The Board of Directors is hereby authorized subject to limitations prescribed by law, to fix by resolution or resolutions the designations, powers, preferences and rights, and the qualifications, limitations or restrictions thereof, of each such series of Preferred Stock, including without limitation authority to fix by resolution or resolutions, the dividend rights, dividend rate, conversion rights, voting rights, rights and terms of redemption (including sinking fund provisions), redemption price or prices, and liquidation preferences of any wholly unissued series of Preferred Stock, and the number of shares constituting any such series and the designation thereof, or any of the foregoing.

The Board of Directors is further authorized to increase (but not above the total number of authorized shares of the class) or decrease (but not below the number of shares of any such series then outstanding) the number of shares of any series, the number of which was fixed by it, subsequent to the issue of shares of such series then outstanding, subject to the powers, preferences and rights, and the

qualifications, limitations and restrictions thereof stated in the resolution of the Board of Directors originally fixing the number of shares of such series. If the number of shares of any series is so decreased, then the shares constituting such decrease shall resume the status which they had prior to the adoption of the resolution originally fixing the number of shares of such series.

The relative rights, preferences, privileges, and restrictions granted to or imposed upon the Common Stock, the Series A Preferred and the holders thereof (collectively, the "Stockholders") are as follows:

1. Dividends and Distributions.

(a) Subject to the prior and superior right of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series A Participating Preferred Stock with respect to dividends, the holders of shares of Series A Participating Preferred Stock shall be entitled to receive when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the last day of January, April, July and October in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Participating Preferred Stock, in an amount per share (rounded to the nearest cent) equal to, subject to the provision for adjustment hereinafter set forth, 1,000 times the aggregate per share amount of all cash dividends, and 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock of the Corporation (the "Common Stock") since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Participating Preferred Stock. In the event the Corporation shall at any time after October 23, 1996 (the "Rights Dividend Declaration Date") (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of shares of Series A Participating Preferred Stock were entitled immediately prior to such event under the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

(b) The Corporation shall declare a dividend or distribution on the Series A Participating Preferred Stock as provided in paragraph (a) above immediately after it declares a dividend or distribution on the Common Stock (other than a dividend payable in shares of Common Stock).

(c) Dividends shall begin to accrue on outstanding shares of Series A Participating Preferred Stock from the Quarterly Dividend Payment Date next preceding the date of issue of such shares of Series A Participating Preferred Stock, unless the date of issue of such shares is prior to the record date for the first Quarterly Dividend Payment Date, in which case dividends on such shares shall begin to accrue from the date of issue of such shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a date after the record date for the determination of holders of shares of Series A Participating Preferred Stock entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends shall begin to accrue from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends paid on the shares of Series A Participating Preferred Stock in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share-by-share basis among all such shares at the time outstanding. The Board of Directors may fix a record date for the determination of holders of

shares of Series A Participating Preferred Stock entitled to receive payment of a dividend or distribution declared thereon, which record date shall be no more than 30 days prior to the date fixed for the payment thereof.

2. Voting Rights. The holders of shares of Series A Participating Preferred Stock shall have the following voting rights:

(a) Subject to the provision for adjustment hereinafter set forth, each share of Series A Participating Preferred Stock shall entitle the holder thereof to 1,000 votes on all matters submitted to a vote of the shareholders of the Corporation. In the event the Corporation shall at any time after the Rights Dividend Declaration Date (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the number of votes per share to which holders of shares of Series A Participating Preferred Stock were entitled immediately prior to such event shall be adjusted by multiplying such number by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

(b) Except as otherwise provided herein or by law, the holders of shares of Series A Participating Preferred Stock and the holders of shares of Common Stock shall vote together as one class on all matters submitted to a vote of stockholders of the Corporation.

(c) Except as required by law, holders of Series A Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action.

3. Certain Restrictions.

(a) The Corporation shall not declare any dividend on, make any distribution on, or redeem or purchase or otherwise acquire for consideration any shares of Common Stock after the first issuance of a share or fraction of a share of Series A Participating Preferred Stock unless concurrently therewith it shall declare a dividend on the Series A Participating Preferred Stock as required by Section 1 hereof.

(b) Whenever quarterly dividends or other dividends or distributions payable on the Series A Participating Preferred Stock as provided in Section 1 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Series A Participating Preferred Stock outstanding shall have been paid in full, the Corporation shall not

(i) declare or pay dividends on, make any other distributions on, or redeem or purchase or otherwise acquire for consideration any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Participating Preferred Stock;

(ii) declare or pay dividends on, or make any other distributions on, any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with Series A Participating Preferred Stock, except dividends paid ratably on the Series A Participating Preferred Stock and all such parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;

(iii) redeem or purchase or otherwise acquire for consideration shares of any stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Participating Preferred Stock, provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such parity stock in exchange for shares

of any stock of the Corporation ranking junior (either as to dividends or upon dissolution, liquidation or winding up) to the Series A Participating Preferred Stock;

(iv) purchase or otherwise acquire for consideration any shares of Series A Participating Preferred Stock, or any shares of stock ranking on a parity with the Series A Participating Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.

(c) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for consideration any shares of stock of the Corporation unless the Corporation could, under paragraph (a) of this Section 3, purchase or otherwise acquire such shares at such time and in such manner.

4. Reacquired Shares. Any shares of Series A Participating Preferred Stock purchased or otherwise acquired by the Corporation in any manner whatsoever shall be retired and canceled promptly after the acquisition thereof. All such shares shall upon their cancellation become authorized but unissued shares of Preferred Stock and may be reissued as part of a new series of Preferred Stock to be created by resolution or resolutions of the Board of Directors, subject to the conditions and restrictions on issuance set forth herein.

5. Liquidation, Dissolution or Winding Up.

(a) Upon any liquidation (voluntary or otherwise), dissolution or winding up of the Corporation, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Participating Preferred Stock unless, prior thereto, the holders of shares of Series A Participating Preferred Stock shall have received one hundred twenty-six thousand dollars ($126,000) per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment (the "Series A Liquidation Preference"). Following the payment of the full amount of the Series A Liquidation Preference, no additional distributions shall be made to the holders of shares of Series A Participating Preferred Stock unless, prior thereto, the holders of shares of Common Stock shall have received an amount per share (the "Common Adjustment") equal to the quotient obtained by dividing (i) the Series A Liquidation Preference by (ii) 1,000 (as appropriately adjusted as set forth in subparagraph (c) below to reflect such events as stock splits, stock dividends and recapitalization with respect to the Common Stock) (such number in clause (ii), the "Adjustment Number"). Following the payment of the full amount of the Series A Liquidation Preference and the Common Adjustment in respect of all outstanding shares of Series A Participating Preferred Stock and Common Stock, respectively, holders of Series A Participating Preferred Stock and holders of shares of Common Stock shall receive their ratable and proportionate share of the remaining assets to be distributed in the ratio of the Adjustment Number to 1 with respect to such Preferred Stock and Common Stock, on a per share basis, respectively.

(b) In the event, however, that there are not sufficient assets available to permit payment in full to the Series A Liquidation Preference and the liquidation preferences of all other series of Preferred Stock, if any, which rank on a parity with the Series A Participating Preferred Stock, then such remaining assets shall be distributed ratably to the holders of such parity shares in proportion to their respective liquidation preferences. In the event, however, that there are not sufficient assets available to permit payment in full of the Common Adjustment, then such remaining assets shall be distributed ratably to the holders of Common Stock.

(c) In the event the Corporation shall at any time after the Rights Dividend Declaration Date (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the Adjustment Number in effect immediately prior to such event shall be adjusted by multiplying such Adjustment Number by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

(d) Consolidation, Merger, etc. In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash and/or any other property, then in any such case the shares of Series A Participating Preferred Stock shall at the same time be similarly exchanged or changed in an amount per share (subject to the provision for adjustment hereinafter set forth) equal to 1,000 times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is changed or exchanged. In the event the Corporation shall at any time after the Rights Dividend Declaration Date (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A Participating Preferred Stock shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

6. No Redemption. The shares of Series A Participating Preferred Stock shall not be redeemable.

7. Ranking. The Series A Participating Preferred Stock shall rank junior to all other series of the Corporation's Preferred Stock as to the payment of dividends and the distribution of assets, unless the terms of any such series shall provide otherwise.

8. Amendment. This Certificate of Incorporation of the Corporation shall not be further amended in any manner which would materially alter or change the powers, preference or special rights of the Series A Participating Preferred Stock so as to affect them adversely without the affirmative vote of the holders of a majority or more of the outstanding shares of Series A Participating Preferred Stock, voting separately as a class.

9. Fractional Shares. Series A Participating Preferred Stock may be issued in fractions of a share which shall entitle the holder, in proportion to such holder's fractional shares, to exercise voting rights, receive dividends, participate in distributions and to have the benefit of all other rights of holders of Series A Participating Preferred Stock.

FIFTH: The Corporation is to have perpetual existence.

SIXTH: The election of directors need not be by written ballot unless a stockholder demands election by written ballot at a meeting of stockholders and before voting begins or unless the Bylaws of the Corporation shall so provide.

SEVENTH: The number of directors which constitute the whole Board of Directors of the Corporation shall be designated in the Bylaws of the Corporation.

EIGHTH: In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the Board of Directors is expressly authorized to adopt, alter, amend or repeal the Bylaws of the Corporation.

NINTH: To the fullest extent permitted by the Delaware General Corporation Law as the same exists or may hereafter be amended, no director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director.

Neither any amendment nor repeal of this Article, nor the adoption of any provision of this Certificate of Incorporation inconsistent with this Article, shall eliminate or reduce the effect of this Article in respect of any matter occurring, or any cause of action, suit or claim that, but for this Article, would accrue or arise, prior to such amendment, repeal or adoption of an inconsistent provision.

TENTH: At the election of directors of the Corporation, each holder of stock or of any class or series of stock shall be entitled to as many votes as shall equal the number of votes which such stockholder would be entitled to cast for the election of directors with respect to his or her shares of stock multiplied by the number of directors to be elected and may cast all such votes for any director or for any two or more of them as such stockholder may see fit.

ELEVENTH: Meetings of stockholders may be held within or without the State of Delaware, as the Bylaws may provide. The books of the Corporation may be kept (subject to any provision contained in the laws of the State of Delaware) outside of the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the Bylaws of the Corporation.

TWELFTH: The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by the laws of the State of Delaware, and all rights conferred herein are granted subject to this reservation.

[THE REMAINDER OF THIS PAGE WAS INTENTIONALLY LEFT BLANK.]

IN WITNESS WHEREOF, Spectrian Corporation has caused this Amended and Restated Certificate of Incorporation to be signed by Thomas H. Waechter, its President and Chief Executive Officer, and attested by Michael D. Angel, its Executive Vice President, Finance and Administration, Chief Financial Officer and Secretary, this 4th day of March 2002, each hereby declaring and certifying, under penalties of perjury, that the facts herein stated are true.

Dated: March 4, 2002		/s/ THOMAS H. WAECHTER Thomas H. Waechter, President and Chief Executive Officer
Attested:
/s/ MICHAEL D. ANGEL Michael D. Angel, Executive Vice President, Finance and Administration, Chief Financial Officer and Secretary

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Exhibit 3.5.1

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SPECTRIAN CORPORATION
EX-10.56 4 a2081860zex-10_56.htm EXHIBIT 10.56
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CONFIDENTIAL TREATMENT

Exhibit 10.56

Master Supplier Agreement

Between

Spectrian Corporation

And

Cingular Wireless LLC

Agreement No: 081401

Effective Date: August 14, 2001

[***] Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission.

CONFIDENTIAL TREATMENT

TABLE OF CONTENTS

			Page
ARTICLE I			4
	1.1	Preamble and Effective Date	4
	1.2	Scope of Agreement	4
ARTICLE II—DEFINITIONS			4
ARTICLE III—GENERAL CLAUSES			7
	3.1	Affiliate	7
	3.2	Amendments and Waivers	7
	3.3	Assignment	7
	3.4	Cancellation and Termination	8
	3.5	Compliance with Laws	9
	3.6	Conflict of Interest	9
	3.7	Construction and Interpretation	9
	3.8	Cumulative Remedies	10
	3.9	Delivery, Performance, and Acceptance	10
	3.10	Dispute Resolution	11
	3.11	Entire Agreement	12
	3.12	Force Majeure	12
	3.13	Governing Law	13
	3.14	Indemnity	13
	3.15	Information	14
	3.16	Infringement	14
	3.17	Insurance	15
	3.18	Invoicing and Payment	16
	3.19	Licenses and Patents	17
	3.20	Limitation of Liability	17
	3.21	Liquidated Damages	17
	3.22	Most Favored Customer	17
	3.23	M/WBE (and Appendices)	17
	3.24	M/WBE Cancellation Clause	18
	3.25	Non-Exclusive Market	19
	3.26	Notices	19
	3.27	Ownership of Work Product	19
	3.28	Price	20
	3.29	Publicity	20
	3.30	Quality Assurance	20
	3.31	Records and Audits	21
	3.32	Severability	22
	3.33	Survival of Obligations	22
	3.34	Taxes	22
	3.35	Term of Agreement	23
	3.36	Title and Risk of Loss	23
	3.37	Warranty and Rebates	23
	3.38	Work Orders	25
	3.39	Workmanship	25
ARTICLE IV—SPECIAL CLAUSES			25
	4.1	Access	25
	4.2	Change Notices—Simple	26
[***] Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission.

CONFIDENTIAL TREATMENT
	4.3	Continuing Availability	26
	4.4	Emergency Support Service	27
	4.5	Government Contract Provisions	28
	4.6	Hazardous Materials and Regulated Substances	28
	4.7	Independent Contractor	29
	4.8	Insignia	30
	4.9	Non-Intervention	30
	4.10	Overdependence of SUPPLIER	30
	4.11	Radio Frequency Energy Standards	30
	4.12	Registration	31
	4.13	Releases Void	31
	4.14	Repairs Not Covered Under Warranty	31
	4.15	Shipping and Packing	33
	4.16	Statement(s) of Work and Form of Order(s)	34
	4.17	Strategic Technology Partnership	35
	4.18	Technical Support	35
	4.19	Termination of Statement of Work	35
	4.20	Universal Design	35
	4.21	Work Done By Others	36
ARTICLE V—CLAUSES APPLICABLE TO SOFTWARE AND SERVICES			36
	5.1	Acceptance of Software	36
	5.2	Computer Asset Protection Requirements	36
	5.3	Documentation	37
	5.4	Fixes, Upgrades and Enhancements	37
	5.5	License	37
	5.6	Provisions For Software Trials and Beta Testing	37
	5.7	Provisions for Source Code	37
	5.8	Reinstatement of Software Maintenance	38
	5.9	Software Support and Maintenance	38
	5.10	Warranty	38

Appendices
Appendix 1	—	Project Scope of Work
Appendix 2	—	Executive Orders and Federal Regulations
Appendix 3	—	Performance Report Card

[***] Confidential treatment requested pursuant to a request for confidential treatment filed
with the Securities and Exchange Commission. Omitted portions have been filed separately
with the Commission.

CONFIDENTIAL TREATMENT

ARTICLE I

1.1 Preamble and Effective Date

This Master Purchase Agreement (hereinafter "Agreement") is made by and between Cingular Wireless LLC, a Delaware limited liability company, with its principal office located at 5565 Glenridge Connector, Atlanta, Georgia 30342 (hereinafter "CINGULAR") and Spectrian , a Delaware Corporation with its principal office located at 350 West Java Drive, Sunnyvale, CA 94089 (hereinafter "SUPPLIER").

1.2 Scope of Agreement

Subject to the terms and conditions of this Agreement, SUPPLIER shall provide to CINGULAR the Materials, Services, and Prices described in Appendix 1, pursuant and in conformance to Orders submitted by CINGULAR. SUPPLIER agrees that the Material, Services, and Prices shall strictly conform to the Specifications, including those specified in Appendix 1.

ARTICLE II—DEFINITIONS

2.1 "Acceptance" means CINGULAR's acceptance of the Materials or Services Ordered by CINGULAR and provided by SUPPLIER as specified in Section 3.9, Delivery, Performance, and Acceptance. CINGULAR's Acceptance shall occur no earlier than SUPPLIER's Delivery of Materials and/or Services in strict compliance with the Specifications.

2.2 "Acceptance Date" means the date on which CINGULAR Accepts Materials or Services.

2.3 "Acceptance Letter" means a document signed by CINGULAR substantially in a form indicating its Acceptance of the Materials and/or Services.

2.4 "Acceptance Tests" means the performance and reliability demonstrations and tests that must be successfully completed by the Materials and Services during the Trial Period. These tests include: (1) CINGULAR's routine business transactions, (2) tests, demonstrations, or transactions represented or performed by SUPPLIER, and (3) any other tests, demonstrations, or transactions included or referenced in the applicable Order or Specifications to determine whether the Materials or Services meet the Specifications.

2.5 "Affiliate" means any company owned in whole or in part, now or in the future, directly or indirectly through a subsidiary, by a party hereto or under common ownership, in whole or in part, with a party.

As to SUPPLIER, Affiliate shall not include any SUPPLIER, entity, organization or subsidiary which is a cellular or PCS provider in direct competition with CINGULAR or any of its Affiliates.

As to CINGULAR , Affiliate shall not include any SUPPLIER, entity, organization or subsidiary which is a manufacturer of communications products or software in direct competition with SUPPLIER or any of its Affiliates. An Affiliate may place an Order with SUPPLIER hereunder and each such Order shall incorporate into such Order the terms and conditions of this Agreement, as fully as if such Affiliate were a signatory to this Agreement. Affiliates shall be responsible for any obligations arising under such Order, including but not limited to, charges incurred on such Order.

The Affiliate placing an Order shall be deemed the customer under this Agreement for all purposes, and, except as set forth expressly herein, nothing in this Agreement shall be construed as requiring CINGULAR to indemnify SUPPLIER for any acts or omissions of such Affiliate. In the event of a disputed claim for payment hereunder, CINGULAR will do whatever is reasonably necessary to help resolve such a claim.

2.6 "Agreement" shall have the meaning specified in the section called "Entire Agreement."

CONFIDENTIAL TREATMENT

2.7 "Bypass" or "Work Around" means a temporary procedure by which a User can avoid a reported problem by changes to the procedures followed or date supplied by the User when using the Software or a temporary Fix supplied by the SUPPLIER.

2.8 "Cancellation" means the occurrence by which either party puts an end to this Agreement or Orders placed under this Agreement for breach by the other and its effect is the same as that of "Termination" and, except as otherwise provided for herein, the canceling party also retains any remedy for breach of the whole Agreement or any unperformed balance.

2.9 "Delivery" means SUPPLIER's obligation to provide Materials and/or Services that strictly conform to the Specifications. SUPPLIER completes Delivery: (i) upon shipment to Cingular designated location. (ii) for Services, upon completing the provision of Services.

2.10 "Delivery Date" means the date on which the parties agree SUPPLIER is scheduled in this Agreement or an Order to complete its Delivery.

2.11 "Enhancement" means a new version of the Software that adds substantially new features and functionality in addition to the original functional characteristics of the Software as provided to CINGULAR. Said Enhancement shall be deemed to be a new item of Software, shall be subject to additional license fees, acceptance and warranty, unless otherwise agreed between the parties.

2.12 "Error(s)" means a failure of the Software to conform to SUPPLIER's marketing literature, the response time as warranted, the documentation and operating manuals furnished by SUPPLIER and the Specifications governing said Software at the time the Order or Statement of Work ("SOW") was sent to SUPPLIER; where such failure impacts operational performance, functional performance or licensability.

2.13 "Fix(es)" means corrections of Error(s) in order for the Software to continue performing functionally in the manner for which it was acquired and any and all improvements that relate to performance but do not provide new features or functionality for the Software.

2.14 "Hardware" means all tangible materials, products and equipment provided by SUPPLIER.

2.15 "Harmful Code" means computer viruses, worms, trap doors, time bombs, undocumented passwords, disabling code (which renders Material unusable until a patch or new password is provided), or any similar mechanism or device.

2.16 "Information" means all ideas, discoveries, concepts, know-how, trade secrets, techniques, designs, specifications, drawings, sketches, models, manuals, samples, tools, computer programs, technical information, and other confidential business, customer or personnel information or data, whether provided orally, in writing, or through electronic or other means.

2.17 "Installation" shall mean Products and Software mounting, placing, modification, assembly, cabling, wiring, and testing to be performed by SUPPLIER, according to SUPPLIER's standard commercial specification, and procedures or those mutually agreed to by both parties.

2.18 "Laws" shall have the meaning specified in the section called "Compliance With Laws."

2.19 "Liability" means all losses, damages, expenses, costs, penalties, fines, fees, including reasonable attorneys' fees and expert witness fees arising from or incurred in connection with a claim or cause of action related to performance or omission of acts under this Agreement or any Order, including, but not limited to, claims or causes of actions brought by third parties.

2.20 "Material" means a unit of equipment, apparatus, components, tools, supplies, material, product, Hardware, or firmware thereto, or Software purchased or licensed hereunder by CINGULAR from SUPPLIER and includes third party Materials provided or furnished by SUPPLIER. Materials shall be deemed to include any replacement parts.

CONFIDENTIAL TREATMENT

2.21 "Notice of Completion" means a written document provided by SUPPLIER substantially in a form, which is provided after, and states that, SUPPLIER has completed the Delivery of the Materials or Services ordered by CINGULAR. SUPPLIER's provision of the Notice of Completion is a representation and warranty that the Materials and Services have been tested to assure compliance and are in strict compliance with the Specifications.

2.22 "Notice of Critical Software Defects Found" means a written document provided by CINGULAR to SUPPLIER and states that CINGULAR has determined that the related software have been tested and are not in compliance with the Specifications.

2.23 "Notice of Material Defection Found" means a written document provided by CINGULAR to SUPPLIER and states that CINGULAR has determined that the Material have been tested and are not in compliance with the Specifications.

2.24 "Object Code" means a the fully compiled or assembled series of instructions in machine language which will guide the operation of a processor.

2.25 "Order" or "Work Order" means such purchase orders, forms, memoranda or other written communications as may be delivered to SUPPLIER for the purpose of Ordering Materials and Services hereunder.

2.26 "Program Material" or "Documentation" means all documentation, including, but not limited to, user instructions and training materials.

2.27 "Products" means Equipment, Software, Materials, and Supplies purchased hereunder.

2.28 "Service(s)"—means any and all labor or service provided in connection with this Agreement or an applicable Order, including but not limited to, consultation, engineering, installation, removal, maintenance, training, technical support, repair, and programming.

2.29 "Software" means the computer program or programs consisting of a set or sets of logical instructions and tables of information which guides the functions of a processor including Object Code, Source Code, Documentation and all Fixes, Upgrades, Enhancements, modifications and updates made thereto and provided hereunder.

2.30 "Source Code" means the computer program expressed in a source or human readable language consisting of a full source language statement of the program comprising the Software and complete maintenance documentation, procedures, flow charts, schematic diagrams and annotations which comprise the precoding detail design specification, and all other material necessary to allow a reasonable skilled programmer or analyst to maintain and enhance the Software without the assistance of the SUPPLIER or reference to other material.

2.31 "SUPPLIER Feature Trial Report" means a written document provided by SUPPLIER to CINGULAR and shall contain information requested herein in Section 3.9 Delivery, Performance, and Acceptance.

2.32 "Specs" or "Specifications" mean (i) SUPPLIER's applicable specifications and descriptions, including any warranty statements, and (ii) CINGULAR's requirements, specifications, and descriptions specified in, or attached to, this Agreement or an applicable Order, which shall control over an inconsistency with SUPPLIER's specifications and descriptions.

2.33 "Termination" means the occurrence by which either party, pursuant to the provisions or powers of this Agreement or laws and regulations, puts an end to this Agreement and/or Orders placed under this Agreement other than for breach. On "Termination" all executory obligations are discharged, but any right based on breach of performance survives except as otherwise provided herein.

CONFIDENTIAL TREATMENT

2.34 "Trial Period" or "Acceptance Test Period" means the length of time specified in an Order (or, if not so specified, a period of no less than [***]) during which the Acceptance Tests are performed. The Trial Period commences on the first working day following CINGULAR's receipt of SUPPLIER's Notice of Completion, or upon CINGULAR's receipt of Material where SUPPLIER provides no Services other than shipping. For this purpose, receipt of the Material means receipt by CINGULAR after shipment of the Material. If SUPPLIER must take corrective action to cause the Materials or Services to pass the Acceptance Tests, the Trial Period shall recommence on the first working day following SUPPLIER's written notice that it has completed all necessary corrective action.

2.35 "Upgrade(s)" means an improvement to or a change in the Software that alters the original functional characteristics of the Software or corrects Errors but does not add substantially new features to the Software. Said Upgrade shall be deemed to be a new item of Software and subject to warranty.

2.36 User(s)" means CINGULAR and its authorized Third Parties, as well as each of their respective employees, agents, representatives and customers, if any, who use goods or services relating to, resulting from, or arising out of Products and/or Services provided by SUPPLIER hereunder.

ARTICLE III—GENERAL CLAUSES

3.1 Affiliate

SUPPLIER agrees that an Affiliate may place Orders with SUPPLIER which incorporate the terms and conditions of this Agreement, and that the term "CINGULAR" shall be deemed to refer to an Affiliate when an Affiliate places an Order with SUPPLIER under this Agreement. An Affiliate will be responsible for its own obligations, including but not limited to, all charges incurred in connection with such Order. The parties agree that nothing in this Agreement will be construed as requiring CINGULAR to indemnify SUPPLIER, or to otherwise be responsible, for any acts or omissions of an Affiliate, nor shall anything in this Agreement be construed as requiring an Affiliate to indemnify SUPPLIER, or to otherwise be responsible, for the acts or omissions of CINGULAR.

3.2 Amendments and Waivers

This Agreement and any Orders placed hereunder may be amended or modified only by a written document signed by the authorized representative of the party against whom enforcement is sought; provided that CINGULAR may, at any time, make changes to the scope of work, and SUPPLIER shall not unreasonably withhold or condition its consent. An equitable adjustment shall be made if such change substantially affects the time of performance or the cost of the work to be performed under this Agreement. Such cost adjustment shall be made on the basis of the actual cost of the work, unless otherwise agreed in writing. No course of dealing or failure of either party to strictly enforce any term, right or condition of this Agreement shall be construed as a general waiver or relinquishment of such term, right, or condition. A waiver by either party of any default shall not be deemed a waiver of any other default.

3.3 Assignment

Neither Cingular nor Supplier may assign, delegate, subcontract, or otherwise transfer its rights or obligations under this Agreement except with the prior written consent of the other party, which consent will not be unreasonably withheld; provided, however, either party will have the right to assign this Agreement to any Affiliate, without securing the consent of the other party (including, the right to assign this Agreement to any successor organization in the event of a merger, acquisition, joint venture or other similar transaction). Notwithstanding the foregoing, the Parties may assign their respective right to receive money due hereunder. Any attempted assignment or transfer contrary to the preceding sentences of this section will be void. It is expressly agreed that any assignment of money will be void if (a) the assignor fails to give the other party hereto at least thirty (30) days prior written notice, or

CONFIDENTIAL TREATMENT

(b) such assignment imposes or attempts to impose upon the other party hereto additional costs or obligations in addition to the payment of such money or attempts to preclude either Party from dealing solely and directly with the other Party in all matters pertaining to this Agreement or (c) denies, alters or attempts to alter any rights of the other party hereto.

3.4 Cancellation and Termination

a.

Cancellation

1.: If either party fails to cure a material default under this Agreement or applicable Order within thirty (30) days after written notice, then, in addition to all other rights and remedies, the party not in default may Cancel this Agreement and/or the Order under which the default occurred. Notwithstanding anything else in this Agreement, if the material default is a breach of the Compliance With Laws Section of this Agreement, the party not in default may, upon providing written notice, Cancel the Agreement immediately. Additional provisions for Cancellation of Orders hereunder are set forth in this Agreement.
2.: If SUPPLIER is the party in default, CINGULAR may Cancel any Orders which may be affected by SUPPLIER's default without any financial obligation or liability on the part of CINGULAR whatsoever, except to pay for the value of any Materials and/or Services retained by CINGULAR. If CINGULAR elects to return any Material, or reject any Services, SUPPLIER shall be responsible for, and shall reimburse CINGULAR for any cost incurred in connection with promptly returning Material and restoring CINGULAR's site to its original condition. SUPPLIER shall also promptly refund amounts, if any, previously paid by CINGULAR for such Material and/or Services. Upon removal and restoration and CINGULAR's receipt of any such reimbursement and refund, title to any such Materials, which had previously passed to CINGULAR, shall revert to SUPPLIER.

b.: Termination

CINGULAR may Terminate the Agreement, or any Order in whole or in part, at any time, for its own convenience and without cause, without any charge, liability or obligation whatsoever, upon written notice to SUPPLIER. In such event, or if SUPPLIER Cancels this Agreement or Order as a result of CINGULAR's failure to cure a material default, CINGULAR shall pay SUPPLIER its actual and direct costs incurred to provide the Materials and Services ordered by CINGULAR but no more than a percentage of the Services performed or Materials Delivered, less reimbursements, including salvage or resale value, of Materials, Products or Services affected. If requested, SUPPLIER agrees to substantiate such costs with proof satisfactory to CINGULAR. In no event shall CINGULAR's liability exceed the price of any Materials or Services Ordered hereunder, provided that CINGULAR shall have no liability for Materials not specially manufactured for CINGULAR pursuant to any Order which is Terminated at least thirty (30) days prior to the Delivery Date. After the receipt of CINGULAR's payment for any Services, SUPPLIER shall deliver the physical embodiments, if any, of such Services. The foregoing statement of CINGULAR's liability states the entire liability of CINGULAR and SUPPLIER's sole remedy for CINGULAR's Termination for convenience, or SUPPLIER's Cancellation for material default.

c.: Bankruptcy

In addition to all other rights or remedies provided for in this Agreement or by law, CINGULAR may immediately cancel this Agreement if: (1) SUPPLIER becomes insolvent or makes a general assignment for the benefit of creditors; (2) SUPPLIER admits in writing the inability to pay debts as they mature; (3) Any court appoints a trustee or receiver with respect to SUPPLIER or any substantial part of SUPPLIER's assets; or (4) An action is taken by or against SUPPLIER under

CONFIDENTIAL TREATMENT

any bankruptcy or insolvency laws or laws relating to the relief of debtors, including the Federal Bankruptcy Act.

d.: Partial Cancellation and Termination

Where a provision of this Agreement or the applicable Laws permit CINGULAR to Terminate or Cancel an Order, such Termination or Cancellation may, at CINGULAR's option, be either complete or partial. In the case of a partial Termination or Cancellation CINGULAR may, at its option, accept a portion of the Materials or Services covered by an Order and pay SUPPLIER for such Materials or Services at the unit prices set forth in such Order. The right to Cancel an Order shall also include the right to Cancel any other related Order.

3.5 Compliance with Laws

SUPPLIER shall comply with all applicable federal, state, county, and local rules, including without limitation, all statutes, laws, ordinances, regulations and codes ("Laws"). SUPPLIER's obligation to comply with all Laws, include the procurement of permits, certificates, approvals, inspections, and licenses, when needed, in the performance of this Agreement. SUPPLIER further agrees to comply with all applicable Executive and Federal regulations as set forth in "Executive Orders and Associated Regulations", a copy of which is attached as Appendix 2 and by this reference made a part of this Agreement. SUPPLIER shall defend, indemnify, and hold CINGULAR harmless from and against any Liability that may be sustained by reason of SUPPLIER's failure to comply with this section.

3.6 Conflict of Interest

SUPPLIER represents and warrants that no officer, director, affiliate, employee, or agent of CINGULAR has been or will be employed, retained or paid a fee, or otherwise has received or will receive any personal compensation or consideration, by or from SUPPLIER or any of SUPPLIER's officers, directors, employees, or agents in connection with the obtaining, arranging, or negotiation of this Agreement or other documents entered into or executed in connection with this Agreement.

3.7 Construction and Interpretation

a.: The language of this Agreement shall in all cases be construed simply, as a whole and in accordance with its fair meaning and not strictly for or against any party. The parties agree that this Agreement has been prepared jointly and has been the subject of arm's length and careful negotiation. Each party has been given the opportunity to independently review this Agreement with legal counsel and other consultants, and each party has the requisite experience and sophistication to understand, interpret, and agree to the particular language of the provisions. Accordingly, in the event of an ambiguity in or dispute regarding the interpretation of this Agreement, the drafting of the language of this Agreement shall not be attributed to either party.
b.: Article, section, or paragraph headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement. The use of the word "include" shall mean "includes, but is not limited to." The singular use of words shall include the plural use and vice versa. Except as otherwise specified, SUPPLIER's price for Materials and Services includes the price for all related Materials or Services necessary for CINGULAR to use the Materials and/or Services for its intended purpose, as well as all other SUPPLIER obligations under this Agreement. All obligations and rights of the parties are subject to modification as the parties may specifically provide in an Order. "Services" and "Software" shall be treated as "goods" for purposes of applying the applicable Uniform Commercial Code. If there is an inconsistency or conflict between the terms in this Agreement and in an Order, the terms in the Agreement shall take precedence.

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c.: Whenever any party is entitled to interest under this Agreement, the amount of interest shall be determined using 12% per annum, or the highest amount allowed by law, whichever is lower.

3.8 Cumulative Remedies

Except as specifically identified as a party's sole remedy, any rights of Cancellation, Termination, liquidated damages, or other remedies prescribed in this Agreement are cumulative and are not exclusive of any other remedies to which the injured party may be entitled. Neither party shall retain the benefit of inconsistent remedies.

3.9 Delivery, Performance, and Acceptance

SUPPLIER acknowledges the competitive telecommunications marketplace in which CINGULAR operates and understands CINGULAR's business requires prompt Delivery of Material and provision of Services by the specified Delivery Dates. Therefore, the parties agree that all dates for Delivery of Materials and Services are firm, time is of the essence, and SUPPLIER will complete such Delivery in strict conformance with the Specifications.

For Orders that involve Field Trials, CINGULAR's Acceptance Test Period shall commence upon (i) CINGULAR's receipt of SUPPLIER's Notice of Completion, or (ii) upon CINGULAR's receipt of Material where SUPPLIER provides no Services other than shipping. If Materials or Services are not in strict compliance with the Specifications, CINGULAR shall so notify SUPPLIER and provide SUPPLIER an opportunity to cause such Material or Service to strictly comply with the Specs. After any corrective action, SUPPLIER shall provide a Notice of Completion and CINGULAR shall have the right to start a new Acceptance Test Period. If the Materials or Services successfully completes the Acceptance Tests during the Acceptance Test Period, CINGULAR shall indicate its Acceptance by signing the Acceptance Letter and delivering a copy thereof to SUPPLIER. Notwithstanding CINGULAR's Acceptance, CINGULAR retains the right to revoke Acceptance under and in accordance with Uniform Commercial Code Section 2-608. In no event shall CINGULAR's use of Material or Service during the Acceptance Test Period constitute Acceptance, nor will Acceptance be deemed to occur prior to the date SUPPLIER completes its Delivery.

When CINGULAR's order for Materials to be furnished by SUPPLIER under this Agreement does not require installation of the Materials, Cingular will have thirty calendar days in which to notify SUPPLIER in writing if such Materials are found not to be in material compliance with applicable Specifications. Where materials are found and notified to SUPPLIER, SUPPLIER, at SUPPLIER's expense, shall ship within five (5) calendar days from receipt of CINGULAR's notification the replacement Goods or parts in order to correct such defect(s). SUPPLIER shall provide CINGULAR a telephone number to call in order to make such notification. CINGULAR shall then have a new period of fifteen (15) days in which to notify SUPPLIER if such Materials are found not to be in materials compliance with applicable Specifications. Such Materials shall be deemed accepted by CINGULAR at the end of such period, unless SUPPLIER receives such notification.

When CINGULAR's Order to Materials to be furnished by SUPPLIER under this Agreement does require Installation of the Materials, at reasonable times during the course of Installation by SUPPLIER, CINGULAR may, or upon the request of SUPPLIER, at reasonable intervals during the course of Installation, CINGULAR shall, inspect completed portions on such Installation. Upon SUPPLIER's further request, and upon sufficient notice to CINGULAR, CINGULAR shall observe SUPPLIER's testing of the Materials being installed to determine SUPPLIER's material compliance with applicable Installation Specifications and procedures. The Installation shall be considered complete and ready for acceptance by CINGULAR when the Materials have been installed, wired, adjusted and tested by SUPPLIER in material compliance with applicable Installation Specifications and procedures. Upon completion of the Installation, SUPPLIER will submit to CINGULAR in writing a "Notice of

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Completion." CINGULAR shall then be entitled to perform its own acceptance test to determine SUPPLIER's material compliance with applicable Specifications, and/or in accordance with any procedures mutually agreed to by the parties prior to commencement of SUPPLIER's Installation. Should CINGULAR desire that SUPPLIER assist CINGULAR in performing CINGULAR's acceptance tests, SUPPLIER participation shall be upon terms and conditions, including prices, mutually agreed to by both parties. If CINGULAR does not furnish SUPPLIER in writing a "Notice of Acceptance" or "Notice of Material Defection Found" (if any) within ninety (90) days of SUPPLIER's Notice of Completion, the installed Materials and SUPPLIER's Installation Services shall be deemed accepted. Where material defects are found, SUPPLIER, at SUPPLIER's expense, shall ship within five (5) calendar days from receipt of CINGULAR's notification the replacement Materials or parts in order to correct such defect(s). SUPPLIER shall provide CINGULAR a telephone number to call in order to make such notification. CINGULAR shall then have the right to repeat the appropriate acceptance test. If a Notice of Acceptance or Notice of Further Defects is not furnished to SUPPLIER within thirty (30) days of CINGULAR" receipt of SUPPLIER's notice, the corrected Materials and/or Services shall be deemed accepted.

When and if any software features are involved, software features will be deemed "accepted" after (1) a SUPPLIER established test that utilizes feature interaction at engineered absolute busy call hour in order to demonstrate to CINGULAR, prior to delivery, verification of the load handling capacity, (2) a successful demonstration by SUPPLIER of the software feature operation(s) that complies with SUPPLIER's Specifications, (3) a successful FOA test completion, (4) a completion of a joint SUPPLIER-CINGULAR feature trial in a designated CINGULAR Wireless market, (5) the resolution of any critical software defects prior to trial completion, (6) SUPPLIER submission of a written "SUPPLIER's Feature Trial Report" in triplicate per market, a report that shall be approved by the test market and CINGULAR Headquarters and shall contain (a) mutually agreed feature results and expectations; (b) final results and parameters, (c) optimization actions and parameters, (d) final results and parameters, (e) non-compliant functions with fix committed dates, and (f) any other information required to support effective feature deployment.

If CINGULAR does not furnish SUPPLIER a "Notice of Acceptance" or "Notice of Critical Software Found" (if any) within sixty (60) days of SUPPLIER's Feature Trial Report, the installed software feature shall be deemed accepted.

3.10 Dispute Resolution

a.: CINGULAR and SUPPLIER shall use their best efforts to settle any dispute or claim arising from or relating to this Agreement. To accomplish this, they shall negotiate with each other in good faith. If CINGULAR and SUPPLIER do not reach agreement within 30 days of first receiving notice of dispute, instead of suing in court, CINGULAR and SUPPLIER agree to arbitrate any and all disputes and claims (including but not limited to claims based on or arising from an alleged tort) arising out of or relating to this agreement, or to any prior agreement for Products and/or Services between SUPPLIER and CINGULAR or any of SUPPLIER's or CINGULAR's affiliates or predecessors in interest.
b.: Notwithstanding the provisions of paragraph (a), no claim or dispute shall be submitted to arbitration if, at the time of the proposed submission, such dispute or claim involves an attempt to collect a debt owed to the CINGULAR by the SUPPLIER.
c.: The arbitration of any dispute or claim shall be conducted in accordance with the Wireless Industry Arbitration Rules ("WIA Rules") as modified by this Agreement and as administered by the American Arbitration Association ("AAA"). The WIA rules and fee information are available from CINGULAR or the AAA upon request.

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d.: CINGULAR and SUPPLIER acknowledge that this Agreement evidences a transaction in interstate commerce and that the United States Arbitration Act and Federal Arbitration law shall govern the interpretation and enforcement of, and proceedings pursuant to, this or a prior Agreement.
e.: Unless CINGULAR and SUPPLIER agree otherwise, the location of any arbitration shall be in Atlanta, Georgia.
f.: CINGULAR and SUPPLIER agree that no arbitrator has the authority to: (1) award relief in excess of what this or a prior agreement provides; (2) award punitive damages or any other damages not measured by the prevailing party's actual damages; or (3) order consolidation or class arbitration.
g.: Except as otherwise provided herein, all fees and expenses of the arbitration shall equally borne by SUPPLIER and CINGULAR.
h.: The arbitrator(s) must give effect to the limitations on CINGULAR's liability as set forth in this or a prior Agreement, any applicable tariff, law, or regulation.
i.: In any arbitration utilizing the rules applicable to Large/Complex cases, as defined under the WIA rules, the arbitrators must also apply the Federal Rules of Evidence, and the losing party may have the award reviewed in accordance with the review procedures set forth in the WIA rules.
j.: SUPPLIER agrees that CINGULAR and SUPPLIER each is waiving its respective right to a trial by jury, SUPPLIER acknowledges that arbitration is final and binding and subject to only very limited review by a court. If for some reason this arbitration clause is at some point deemed inapplicable or invalid, SUPPLIER and CINGULAR agree to waive, to the fullest extent allowed by law, any trial by jury, in such case, a judge shall decide the subject dispute or claim.

CINGULAR, SUPPLIER and Arbitrator(s) shall not disclose the existence, content, or results of any arbitration. Judgement on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction

3.11 Entire Agreement

The terms contained in this Agreement, and any Orders or SOWs, including all appendices and subordinate documents attached to or referenced in the Agreement or any Orders, will constitute the entire integrated Agreement between SUPPLIER and CINGULAR with regard to the subject matter herein. This Agreement will supersede all prior oral and written communications, agreements, and understandings of the parties, if any, with respect hereto. Acceptance of Material or Services, payment or any inaction by CINGULAR shall not constitute CINGULAR's consent to or acceptance of any additional or different terms from that stated in this Agreement, except for terms in an Order placed by CINGULAR and signed by both Parties. Estimates furnished by CINGULAR shall not constitute commitments.

3.12 Force Majeure

Neither party shall be deemed in default of this Agreement or any Order to the extent that any delay or failure in the performance of its obligations results from any cause beyond its reasonable control and without its fault or negligence, such as acts of God, acts of civil or military authority, embargoes, epidemics, war, riots, insurrections, fires, explosions, earthquakes, floods, or strikes ("Force Majeure").

If any Force Majeure condition affects SUPPLIER's ability to perform, SUPPLIER shall give immediate notice to CINGULAR and CINGULAR may elect to either: (1) Terminate the affected Order(s) or any part thereof, (2) suspend the affected Order(s) or any part for the duration of the Force Majeure condition, with the option to obtain elsewhere Materials and Services to be furnished

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under such Order(s) and deduct from any commitment under such Order(s) the quantity of the Materials and Services obtained or for which commitments have been made elsewhere or (3) resume performance under such Order(s) once the Force Majeure condition ceases, with an option in CINGULAR to extend any affected Delivery Date or performance date up to the length of time the Force Majeure condition endured. Unless CINGULAR gives written notice within thirty (30) days after being notified of the Force Majeure condition, option (2) shall be deemed selected.

3.13 Governing Law

THIS AGREEMENT AND PERFORMANCE HEREUNDER SHALL BE GOVERNED BY THE LAWS OF THE STATE OF GEORGIA EXCLUSIVE OF ITS CHOICE OF LAWS PROVISIONS.

3.14 Indemnity

SUPPLIER agrees to indemnify and hold CINGULAR harmless from any and all liabilities, causes of action, lawsuits, penalties, claims or demands (including the costs, expenses and reasonable attorneys' fees on account thereof) that may be made by:

a.: Anyone for injuries of any kind, including but not limited to personal injury, death, property damage and theft, resulting from SUPPLIER's negligent or willful acts or omissions or those of persons furnished by SUPPLIER, its agents or subcontractors, or resulting from the use of SUPPLIER's GOODS furnished hereunder or resulting from SUPPLIER's failure to perform its obligations hereunder. The indemnity covers, but is not limited to, claims of any alleged defect or shortcoming in the design, testing, manufacture, functioning, or use of the GOODS, and claims based or including alleged failure to adequately or accurately describe or warn about risks of potential injury due to product design, testing, manufacture, functioning, or use of GOODS. This indemnity covers all claims brought under common law or statute, including but not limited to strict tort liability, strict products liability, negligence, misrepresentation, or breach of warranty.
b.: Any of either SUPPLIER's, its agent's or subcontractor's employees or former employees for which SUPPLIER's, its agents' or subcontractors' liability to such employee or former employee would otherwise be subject to payments under the Workers' Compensation laws or an Employer's Liability policy, premises liability principles or any other law or form of legal duty or obligation; and
c.: Either SUPPLIER's, its agent's or subcontractor's employees or former employees for Applicants at SUPPLIER's job site, for any and all claims arising out of the employment relationship with respect to performing under this Agreement. This includes, but is not limited to employment discrimination charges and actions arising under Title VII of The Civil rights Act of 1964, as amended; The Equal pay Act; The Age Discrimination in Employment Act; as amended; The Rehabilitation Act; The Americans with Disabilities Act; The Fair Labor Standards Act; The National Labor Relations Act; and any other applicable law.

SUPPLIER, at its own expense, shall defend CINGULAR, at CINGULAR's request, against any such liability, cause of action, penalty, claim, demand, administrative proceeding or lawsuit, including any in which CINGULAR is named as an "employer" or "joint Employer" with SUPPLIER. CINGULAR shall have the right to control and direct the defense of any such action. CINGULAR shall notify SUPPLIER promptly of any written claims or demands against CINGULAR for which SUPPLIER is responsible hereunder.

SUPPLIER agrees to defend CINGULAR, at no cost or expense to CINGULAR, against any such Liability, claim, demand, suit or legal proceeding including those instigated by a third party to SUPPLIER. CINGULAR agrees to notify SUPPLIER within a reasonable time of any written claims or demands against CINGULAR for which SUPPLIER is responsible. SUPPLIER shall also (1) keep

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CINGULAR fully informed as to the progress of such defense, and (2) afford CINGULAR, at its own expense, an opportunity to participate with SUPPLIER in the defense or settlement of any such claim.

The foregoing indemnity shall be in addition to any other indemnity obligations of SUPPLIER set forth in this Agreement.

3.15 Information

Information—CINGULAR

Any Information furnished to SUPPLIER in connection with this Agreement, including Information provided under a separate Non Disclosure Agreement in connection with discussion prior to executing this Agreement, shall remain CINGULAR's property. Unless such Information was previously known to SUPPLIER free of any obligation to keep it confidential, or has been or is subsequently made public by CINGULAR or a third party, without violating a confidentiality obligation, it shall be kept confidential by SUPPLIER, shall be used only in performing under this Agreement, and may not be used for other purposes except as may be agreed upon between SUPPLIER and CINGULAR in writing. SUPPLIER is granted no rights or license to such Information. All copies of such Information, in written, graphic or other tangible form, shall be returned to CINGULAR upon the earlier of (i) CINGULAR's request or (ii) upon Termination, Cancellation, or expiration of this Agreement.

SUPPLIER understands and agrees that any and all field trial results prepared by CINGULAR are and shall remain the property of CINGULAR and are hereby considered CINGULAR's proprietary Information. Therefore, it shall be CINGULAR's option, in its sole discretion, to furnish SUPPLIER copies of such documents or to discuss such documents with SUPPLIER. SUPPLIER's use of field trial reports furnished by CINGULAR shall be governed by the Publicity section in addition to the provisions contained in this section, Information.

Information—SUPPLIER

Any Information furnished to CINGULAR under this Agreement shall remain SUPPLIER's property. Information furnished by SUPPLIER to CINGULAR in connection with this Agreement shall be considered to be confidential or proprietary. If SUPPLIER provides CINGULAR with any proprietary or confidential Information, CINGULAR shall use reasonable care to prevent its disclosure to others as CINGULAR uses with respect to its own proprietary or confidential Information. Notwithstanding the preceding sentences, no installation, operations, repair, or maintenance Information of SUPPLIER which pertains to the Material and Services which are the subject of this Agreement shall be considered to be proprietary or confidential, and CINGULAR may disclose such Information to others for the purpose of installing, operating, repairing, replacing, removing, and maintaining the Material for which it was initially furnished.

3.16 Infringement

a.

SUPPLIER agrees to indemnify and hold CINGULAR harmless from and against any Liability, (including increased damages for willful infringement) that may result by reason of any infringement, or claim of infringement, of any trade secret, patent, trademark, copyright, or other proprietary interest of any third party based on the normal use or installation of any Material or Services furnished to CINGULAR, except to the extent that such claim arises from SUPPLIER's compliance with CINGULAR's detailed instructions. Such exception will not, however, include any infringement or claim of infringement based upon:

1.: products, software, or documentation which are available on the open market; or
2.: products, software, or documentation of SUPPLIER's origin, design or selection.

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b.

SUPPLIER represents and warrants that it has made reasonable independent investigation to determine the legality of its right to sell or license the Material or provide Services as specified in this Agreement.

c.

If an injunction or order is obtained against CINGULAR's use of any Material or Service, or, if, in SUPPLIER's opinion, any Material or Service is likely to become the subject of a claim of infringement, SUPPLIER will, at its expense:

1.: Procure for CINGULAR the right to continue using the Material or Service; or
2.: After consultation with CINGULAR, replace or modify the Material or Service to make it a substantially similar, functionally equivalent, non-infringing Material or Service.

d.: If the Material or Service is purchased or licensed and neither (a) or (b) above is possible, in addition to CINGULAR's other rights, CINGULAR may cancel the applicable Order and require SUPPLIER to remove, or cause the removal and/or return of, such Material or Service from CINGULAR's location and refund any charges paid by CINGULAR.
e.: In no event will CINGULAR be liable to SUPPLIER for any charges after the date that CINGULAR no longer uses any Material or Service because of actual or claimed infringement.
f.: SUPPLIER agrees to defend or settle, at its own expense, any action or suit for which it is responsible under this section. CINGULAR agrees to notify SUPPLIER promptly of any claim of infringement and cooperate in every reasonable way to facilitate the defense. SUPPLIER shall afford CINGULAR, at its own expense, an opportunity to participate on an equal basis with SUPPLIER in the defense or settlement of any such claim.

3.17 Insurance

Without limiting any other obligation or liability of SUPPLIER under this Agreement, SUPPLIER agrees that upon execution of this Agreement and through its entire effective period, SUPPLIER shall procure and maintain insurance coverage, at its sole cost and expense, with limits and conditions not less than those specified below. A combination of primary and excess/umbrella liability policies will be acceptable as a means to meet the limits specifically required herein. If excess/umbrella liability policies are in place, they must follow the form of the underlying liability policy(s).

a.: Comprehensive or Commercial General Liability Insurance, written on an occurrence form, including but not limited to premises- operations, broad form property damage, products/completed operations, contractual liability, independent contractors, personal injury and advertising injury and liability assumed under an insured contract, with limits of at least $5,000,000 per occurrence, combined single limit.
b.: Worker's Compensation and Employers Liability Insurance with statutory limits as required by the state(s) in which the work is to be performed. SUPPLIER will provide a written waiver of Worker's Compensation subrogation. If SUPPLIER is self-insured for Workers Compensation, a copy of a current self-insured certificate from the state(s) in which the work is to be performed must be provided prior to the work being performed. Employers Liability insurance must be at least $1,000,000 per occurrence.
c.: Business Automobile Liability including coverage for owned, hired, leased, rented and non-owned vehicles of $2,000,000 combined single limit bodily injury and property damage per occurrence.
d.: Professional Liability Insurance covering the effects of errors and omissions in the performance of professional duties with a minimum limit of $2,000,000, each occurrence and aggregate (if applicable) associated with work performed under this Agreement.

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The SUPPLIER shall also require all subcontractors performing work on the project or who may enter upon the work site to maintain the same insurance requirements listed above.

Should the insurance policy limits be exhausted or should the SUPPLIER fail to maintain the required insurance coverages, SUPPLIER is still liable should a loss occur.

Prior to performing any work, SUPPLIER must obtain the required minimum insurance and provide Certificate of Insurance to CINGULAR showing coverage and limits not less than the minimum amounts shown herein. CINGULAR must be listed as an additional insured under the primary and excess insurance policy(s), with the exception of Workers Compensation. The minimum required insurance shall be written by a SUPPLIER licensed to do business in the state(s) where the work is to be performed at the time the policies are issued.

All such certificates and policies shall include a provision whereby CINGULAR must be given thirty (30) days advance written notice of the insurer's intention to cancel or materially change the policies specified herein. Such policy shall be primary to any coverage CINGULAR may have, independent of the Agreement.

3.18 Invoicing and Payment

a.: Except as otherwise specified in an Order, SUPPLIER shall render an invoice in duplicate promptly [***]. The invoice shall specify in detail (1) quantities of each ordered item, (2) unit prices of each ordered item, (3) whether the item is taxable and the amount of tax per item, (4) item and commodity codes, (5) total amounts for each item, (6) total amount of applicable sales or use taxes, (7) discounts, (8) shipping charges, (9) total amount due, and (10) software right-to-use fees as either "application" or "operational." CINGULAR shall pay SUPPLIER in accordance with the prices set forth in this Agreement within [***] days of the date of the invoice. Payment for shortages, or Materials or Services not conforming to the Specifications, and portions of any invoice in dispute, may be withheld by CINGULAR until such problem has been resolved. If CINGULAR disputes any invoice rendered or amount paid, CINGULAR shall so notify SUPPLIER. The parties shall use their best efforts to resolve such dispute expeditiously. Invoices received by CINGULAR more than one (1) year after the provision of Materials or performance of Services are untimely and CINGULAR shall have no obligation to pay such invoices.
b.: When specific requests are made to verify invoiced freight charges on a SUPPLIER invoice,SUPPLIER will provide legible copies of prepaid freight bills, express receipts, or bills of lading supporting the invoice amounts. Such invoices shall include (1) carrier's name, (2) date of shipment, (3) number of pieces, (4) weight, and (5) freight classification.
c.: All claims for money due or to become due from CINGULAR will be subject to deduction by CINGULAR for any setoff counterclaim for money due or to become due from SUPPLIER, whether under this Agreement or otherwise. Any amount due to CINGULAR that is not so applied against SUPPLIER's invoices for any reason shall be paid to CINGULAR by SUPPLIER within thirty (30) days after written demand by CINGULAR.
d.: If an Order or an Appendix specifies that SUPPLIER may submit invoices for progress payments prior to Acceptance, SUPPLIER is permitted to submit invoices at the end of each month and CINGULAR will make progress payments to the SUPPLIER at thirty (30) day intervals. Such progress payments shall not exceed ninety percent (90%) of satisfactorily completed work at the time of billing, as determined by CINGULAR. SUPPLIER agrees to use such progress payments for expenses incurred for Services or Material used in performance of the Work Order for CINGULAR.

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e.: SUPPLIER agrees to accept standard, commercial methods of payment and evidence of payment obligation including, but not limited to CINGULAR's purchase orders and electronic fund transfers in connection with the purchase of the Materials and Services.

3.19 Licenses and Patents

No licenses, express or implied, under any patents, copyrights, trademarks, or other intellectual property rights are granted by CINGULAR to SUPPLIER under this Agreement.

3.20 Limitation of Liability

CINGULAR will not be liable for consequential, incidental, special, or punitive damages, or for loss of revenue or profit in connection with the performance or failure to perform this Agreement regardless of whether such liability arises from breach of contract, tort, or any other theory of liability.

3.21 Liquidated Damages

SUPPLIER recognizes the importance of meeting Delivery Dates and agrees to the following liquidated damage provisions and procedures:

a.: Upon discovery of information indicating a reasonable certainty that Materials and/or Services will not be completed before the scheduled Delivery Date, SUPPLIER shall notify CINGULAR and provide information relating to the estimated length of delay. The parties shall work jointly toward resolution of a plan to resolve the delayed Delivery. If the parties reach agreement on an extended Delivery Date and SUPPLIER fails to meet the extended Delivery Date, CINGULAR may (a) Cancel such Order, (b) exercise its right to recover liquidated damages specified hereunder, and/or (c) further extend the Delivery Date. No payments, progress or otherwise, made by CINGULAR to SUPPLIER after any scheduled Delivery Date shall constitute a waiver of liquidated damages.
b.: Notwithstanding the above paragraph, in the event of SUPPLIER's failure to meet a Delivery Date, CINGULAR shall be entitled to [***]. Liquidated damages under this section shall in no event exceed [***] of the total price specified for the Materials and/or Services delayed. If delivery delay exceeds twenty business days, Cingular can cancel entire order with no penalty.

3.22 [***]

SUPPLIER represents and warrants that [***], and [***] and [***] in this Agreement are and will continue to be during the term of this Agreement [***]. SUPPLIER shall review and have an officer of their SUPPLIER certify its compliance with this section to CINGULAR semi-annually. This certification shall be sent to CINGULAR's representative listed under the Section called "Notices."

3.23 M/WBE (and Appendices)

a.: SUPPLIER commits to goals for the participation of M/WBE and DVBE firms (as defined in the Section entitled "MBE/WBE/DVBE Cancellation Clause") as follows: [***] annual MBE participation; [***] annual WBE participation; and [***] annual DVBE participation. These goals apply to all annual expenditures by any entity pursuant to this Agreement with SUPPLIER. Supplier will initiate a plan to track and report expenditures to these types of firms and communicate this plan to CINGULAR within 120 days from the effective date of this agreement.
b.: Attached hereto and incorporated herein as Appendix 3 is SUPPLIER's completed Participation Plan outlining its M/WBE-DVBE goals and specific and detailed plans to achieve those goals. SUPPLIER will submit an updated Participation Plan annually by the first week in January. SUPPLIER will submit M/WBE-DVBE Results Reports quarterly by the end of the first week

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following the close of each quarter, using the form attached hereto and incorporated herein as Appendix 3. Participation Plans and Results Reports will be submitted to the Prime SUPPLIER Results Manager.

3.24 M/WBE Cancellation Clause

a.: SUPPLIER agrees that falsification or misrepresentation of, or failure to report a disqualifying change in, the MBE/WBE/DVBE status of SUPPLIER or any subcontractor utilized by SUPPLIER; or SUPPLIER's failure to comply in good faith with any MBE/WBE/DVBE utilization goals established by SUPPLIER; or SUPPLIER's failure to cooperate in any investigation conducted by CINGULAR, or by CINGULAR's agent, to determine SUPPLIER's compliance with this section, will constitute a material breach of this Agreement. In the event of any such breach, CINGULAR may, at its option, cancel ("Cancel") this Agreement upon thirty (30) days notice. SUPPLIER acknowledges and agrees that CINGULAR's right to Cancel is absolute and unconditional, and CINGULAR shall not be subject to liability, nor shall SUPPLIER have any right to suit for damages as a result of such cancellation.
b.: For purchases under this Agreement by Pacific Bell, Pacific Bell Directory, Pacific Bell Mobile Services, Pacific Bell Information Services, Pacific Bell Communications, and any other entity operating principally in California (collectively "California Affiliates"), Minority and Women Business Enterprises (MBEs/WBEs) are defined as businesses which satisfy the requirements of paragraph d below and are certified as MBEs/WBEs by the California Public Utilities Commission Clearinghouse ("CPUC-certified").
c.: For purchases under this Agreement by any entity that is not a California Affiliate, MBEs/WBEs are defined as businesses which satisfy the requirements of paragraph d below and are either CPUC-certified or are certified as MBEs/WBEs by a certifying agency recognized by CINGULAR.
d.: MBEs/WBEs must be at least 51% owned by a minority individual or group or by one or more women (for publicly-held businesses, at least 51% of the stock must be owned by one or more of those individuals), and the MBEs/WBEs' management and daily business operations must be controlled by one or more of those individuals, and these individuals must be either U.S. citizens or legal aliens with permanent residence status. For the purpose of this definition, minority group members include male or female Asian Americans, Black Americans, Filipino Americans, Hispanic Americans, Native Americans (i.e., American Indians, Eskimos, Aleuts and Native Hawaiians), Polynesian Americans, and multi-ethnic (i.e., any combination of MBEs and WBEs where no one specific group has a 51% ownership and control of the business, but when aggregated, the ownership and control combination meets or exceeds the 51% rule). "Control" in this context means exercising the power to make policy decisions. "Operate" in this context means actively involved in the day-to-day management of the business and not merely acting as officers or directors.
e.: For purchases under this Agreement by California Affiliates, Disabled Veteran Business Enterprises (DVBEs) are defined as business concerns that satisfy the requirements of paragraph g below and are certified as DVBEs by the California State Office of Small and Minority Business (OSMB). The DVBE must be a resident of the State of California, and must satisfy the requirements of paragraph g below.
f.: For purchases under this Agreement by any entity that is not a California Affiliate, DVBEs are defined as any business concern that satisfies the requirements of paragraph g below and is either a defined DVBE for purchases by California Affiliates, or is certified as a DVBE by a certifying agency recognized by CINGULAR.

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g.: The DVBE must be (1) a non publicly-owned enterprise at least 51% owned by one or more disabled veterans; or (2) a publicly-owned business in which at least 51% of the stock is owned by one or more disabled veterans; or (3) a subsidiary which is wholly owned by a parent corporation, but only if at least 51% of the voting stock of the parent corporation is owned by one or more disabled veterans; or (4) a joint venture in which at least 51% of the joint venture's management and control and earnings are held by one or more disabled veterans. In each case, the management and control of the daily business operations must be by one or more disabled veterans. A disabled veteran is a veteran of the military, naval or air service of the United States with a service-connected disability. "Management and control" in this context means exercising the power to make policy decisions and actively involved in the day-to-day management of the business and not merely acting as officers or directors.

3.25 Non-Exclusive Market

It is expressly understood and agreed that this Agreement does not grant SUPPLIER an exclusive privilege to provide to CINGULAR any or all Material and Services of the type described in this Agreement nor requires CINGULAR to purchase or license any Materials or Services. It is, therefore, understood that CINGULAR may contract with other manufacturers and suppliers for the procurement or trial of comparable Materials and Services and that CINGULAR may itself perform the Services described here.

3.26 Notices

Except as otherwise provided in this Agreement, or an applicable Order, all notices or other communications hereunder shall be deemed to have been duly given when made in writing and either 1) delivered in person, or 2) when received, if provided by an overnight or similar delivery service, or 3) when received, if deposited in the United States Mail, postage prepaid, return receipt requested, and addressed as follows:

To:		Spectrian Corporation 350 West Java Drive Drive Sunny vale, CA 94089 Attn.: Mike Angel
To:		Cingular Wireless 5565 Glenridge Connector Atlanta, GA 30342 Attn.: Legal Counsel

The address to which notices or communications may be given by either party may be changed by written notice given by such party to the other pursuant to this paragraph entitled "Notices".

3.27 Ownership of Work Product

The parties hereby agree that Cingular shall own all rights, title and interest, including but not limited to all intellectual property rights in any and all software, technical information, specifications, drawings, records, documentation, creative works, concepts, residual knowledge or data, written, oral or otherwise arising out of, related to or resulting from development work on products designed specifically for and funded by Cingular ("Cingular Specific Work Product").

Seller hereby agrees that any Cingular Specific Work Product is being developed as a "work made for hire", provided the Cingular Specific Work Product qualifies as such in accordance with the United States copyright laws. If, for any reason, Seller is ever held or deemed to be the owner of any

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intellectual property rights set forth herein in the Cingular Specific Work Product, then Seller hereby irrevocably assigns to Buyer all such rights, title and interest and agrees to execute all documents necessary to implement and confirm the letter and intent of this section. Notwithstanding the foregoing, each party retains all rights, title and interest and all proprietary rights in and to its own Proprietary Materials and Information. All rights for work product including any documentation or software needed for the functioning of the product may transfer to a third party upon Cingular re-selling SUPPLIER'S products.

3.28 Price

a.: Material and Services shall be furnished by SUPPLIER in accordance with the prices set forth in Appendix 1, attached hereto and made a part hereof, or pursuant to firm prices which are quoted by SUPPLIER for such Material and Services, whichever price is lower. The prices for all Material and Services in Appendix 1 are subject to change only in accordance with this Agreement, which changes must be in writing and signed by both parties. If SUPPLIER at any time makes a general price decrease, SUPPLIER shall promptly notify CINGULAR in writing and extend such decrease to CINGULAR effective on the date of such general price decrease. The prices in Appendix 1 are not subject to increase during the [complete with either "initial term" or "x (x) months"] ("the initial term") of this Agreement.
b.: After the initial term of this Agreement, SUPPLIER commits to use reasonable efforts to proactively, through improved processes, supply line economies and other cost reduction methods, reduce its costs and corresponding prices for Materials and Services as provided hereunder to CINGULAR, by at least [***] each year. The parties shall measure such decrease by comparing the total prices specified in Appendix 1 for the applicable period to the total prices for the previous contract period.

3.29 Publicity

SUPPLIER shall not use CINGULAR's name or any language, pictures, or symbols which could, in CINGULAR's judgment, imply CINGULAR's identity or endorsement by CINGULAR or any of its employees in any (a) written, electronic, or oral advertising or presentation or (b) brochure, newsletter, book, electronic database, or other written material of whatever nature, without CINGULAR's prior written consent (hereafter "publicity matters"). SUPPLIER will submit to CINGULAR for written approval, prior to publication, all publicity matters that mention or display CINGULAR's name and/or marks or contain language from which a connection to said name and/or marks may be inferred or implied.

Furthermore, no license, express or implied, is granted to SUPPLIER for any trademark, patent, copyright, trade secret or any other intellectual property or applications therefor which is now or may hereafter be owned by CINGULAR or any CINGULAR SUPPLIER.

3.30 Quality Assurance

a.: SUPPLIER represents and warrants that SUPPLIER's processes utilized to produce Materials and provide Services under this Agreement are certified to TL 9000 within one hundred eighty (180) days after the execution of this Agreement and that SUPPLIER will maintain TL 9000 certification for the term of this Agreement. SUPPLIER shall provide CINGULAR evidence of TL 9000 registration certification within thirty (30) days from the date of certification.
b.: SUPPLIER's key sub-contractors/SUPPLIERs shall be TL 9000 certified within three hundred sixty five (365) days after execution of the Agreement between CINGULAR and SUPPLIER. SUPPLIER shall provide CINGULAR evidence of TL 9000 registration certification within thirty (30) days from the date of certification.

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Copies of TL 9000 may be ordered through the American Society for Quality by calling (800) 248-1946. Additional information on TL 9000 may be found on the QuEST Forum web site at www.questforum.org.

If SUPPLIER is not TL 9000 certified or SUPPLIER's key subcontractors are not TL9000 certified SUPPLIER agrees that at no additional charge to CINGULAR:

1.: SUPPLIER shall provide to CINGULAR a TL 9000 quality plan.

Elements to be detailed in the Quality Plan include (at minimum):

(a): A schedule for achieving TL 9000 certification.
(b): Identification of key sub-contractors/SUPPLIERs, their TL 9000 certification status and schedule for becoming registered.
(c): Designation of the SUPPLIER's quality representative and of the senior executive with quality responsibility.

2.: SUPPLIER agrees to provide TL 9000 metrics specific to CINGULAR's Material as requested by CINGULAR.
3.: SUPPLIER agrees to conform to the most current version of TL 9000 available in conformance with the QuEST Forum transition period.
4.: As required by CINGULAR, SUPPLIER shall submit TL 9000 and / or ISO 9000 registration and surveillance audit results, management review goals, objectives and results for the registered business entity.
5.: CINGULAR, at SUPPLIER's expense, may require improvement initiatives requiring the intervention of a 3^rd party quality consultant for the purpose of auditing, tracking and reporting performance and Material conformance with stated requirements. Both parties will mutually agree upon which 3^rd party quality consultant will be selected. If an Agreement can not be reached, the CINGULAR will make the selection. Periodically as agreed between the parties, status of activities shall be submitted to the CINGULAR. Unresolved issues raised will be documented and reported to the Senior Management of both companies semi-annually
6.: Participation in CINGULAR SUPPLIER recognition programs requires TL 9000 registration.

3.31 Records and Audits

SUPPLIER agrees that it will:

a.: Maintain complete and accurate records related to the Material and Services provided by SUPPLIER to CINGULAR, including records of all amounts billable to and payments made by CINGULAR in accordance with generally accepted accounting principles and practices, uniformly and consistently applied in a format that will permit audit;
b.: Retain such records and reasonable billing detail for a period of at least three (3) years from the date of final payment for Materials and Services;
c.: Provide reasonable supporting documentation to CINGULAR concerning any disputed invoice amount within thirty (30) calendar days after receipt of written notification of such dispute; and
d.: Permit CINGULAR and its authorized representatives to inspect and audit during normal business hours the charges invoiced to CINGULAR. Should CINGULAR request an audit, SUPPLIER will make available any pertinent records and files to CINGULAR during normal business hours at no additional charge.

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3.32 Severability

If any provision or any part of provision of this Agreement shall be invalid or unenforceable, such invalidity or non-enforceability shall not invalidate or render unenforceable any other portion of this Agreement. The entire Agreement will be construed as if it did not contain the particular invalid or unenforceable provision(s) and the rights and obligations of the SUPPLIER and CINGULAR will be construed and enforced accordingly.

3.33 Survival of Obligations

Obligations and rights in connection with this Agreement which by their nature would continue beyond the Termination, Cancellation or expiration of this Agreement, including those in the sections entitled "Compliance With Laws," "Infringement," "Indemnity," "Publicity," "Severability," "Information," "Independent Contractor," and "Warranty," will survive the Termination, Cancellation, or expiration of this Agreement.

3.34 Taxes

a.: SUPPLIER may invoice CINGULAR the amount of any federal excise taxes or state or local sales taxes imposed upon the sale of Material or provision of Services as separate items, if applicable, listing the taxing jurisdiction imposing the tax. Installation, labor and other non-taxable charges must be separately stated. CINGULAR agrees to pay all applicable taxes to SUPPLIER which are stated on and at the time the Material or Service invoice is submitted by SUPPLIER. SUPPLIER agrees to remit taxes to the appropriate taxing authorities.
b.: SUPPLIER agrees to pay, and to hold CINGULAR harmless from and against, any penalty, interest, additional tax, or other charge that may be levied or assessed as a result of the delay or failure of SUPPLIER, for any reason, to pay any tax or file any return or information required by law, rule or regulation or by this Agreement to be paid or filed by SUPPLIER. SUPPLIER agrees to pay and to hold CINGULAR harmless from and against any penalty or sanction assessed as a result of SUPPLIER doing business with any country subject to U.S. trade restrictions.
c.: Following the issuance of a Work Order, SUPPLIER shall within twenty (20) days (but in no event later than two (2) weeks before commencement of work under the applicable Work Order) present CINGULAR a schedule of taxes and fees that SUPPLIER proposes to collect from CINGULAR. Upon CINGULAR's request, the parties shall consult with respect to the basis and rates upon which SUPPLIER shall pay any taxes or fees for which CINGULAR is obligated to reimburse SUPPLIER under this Agreement. If CINGULAR determines that in its opinion any such taxes or fees are not payable or should be paid on a basis less than the full price or at rates less than the full tax rate, SUPPLIER shall make payment in accordance with such determinations and CINGULAR shall be responsible for such determinations. If collection is sought by the taxing authority for a greater amount of taxes than that so determined by CINGULAR, SUPPLIER shall promptly notify CINGULAR. SUPPLIER shall cooperate with CINGULAR in contesting such determination, but CINGULAR shall be responsible and shall reimburse SUPPLIER for any tax, interest, or penalty in excess of its determination. If CINGULAR desires to contest such collection, CINGULAR shall promptly notify SUPPLIER. If CINGULAR determines that in its opinion it has reimbursed SUPPLIER for sales or use taxes in excess of the amount which CINGULAR is obligated to reimburse SUPPLIER, CINGULAR and SUPPLIER shall consult to determine the appropriate method of recovery of such excess reimbursements. SUPPLIER shall credit any excess reimbursements against tax reimbursements or other payments due from CINGULAR if and to the extent SUPPLIER can make corresponding adjustments to its payments to the relevant tax authority. At CINGULAR's request, SUPPLIER shall timely file any claims for

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refund and any other documents required to recover any other excess reimbursements, and shall promptly remit to CINGULAR all such refunds (and interest) received.

d.: If any taxing authority advises SUPPLIER that it intends to audit SUPPLIER with respect to any taxes for which CINGULAR is obligated to reimburse SUPPLIER under this agreement, SUPPLIER shall (1) promptly so notify CINGULAR, (2) afford CINGULAR an opportunity to participate on an equal basis with SUPPLIER in such audit with respect to such taxes and (3) keep CINGULAR fully informed as to the progress of such audit. Each party shall bear its own expenses with respect to any such audit, and the responsibility for any additional tax, penalty or interest resulting from such audit shall be determined in accordance with the applicable provisions of this Section. SUPPLIER's failure to comply with the notification requirements of this section shall relieve CINGULAR of its responsibility to reimburse SUPPLIER for taxes only if SUPPLIER's failure materially prejudiced CINGULAR's ability to contest imposition or assessment of those taxes.
e.: In addition to its rights under subparagraph (d) above with respect to any tax or tax controversy covered by this Tax Section, CINGULAR will be entitled to contest, pursuant to applicable law and tariffs, and at its own expense, any tax previously billed that it is ultimately obligated to pay. CINGULAR will be entitled to the benefit of any refund or recovery of amounts that it had previously paid resulting from such a contest. SUPPLIER will cooperate in any such contest, provided that all costs and expenses incurred in obtaining a refund or credit for CINGULAR shall be paid by CINGULAR.
f.: If either Party is audited by a taxing authority or other governmental entity, the other Party agrees to reasonably cooperate with the Party being audited in order to respond to any audit inquiries in an appropriate and timely manner, so that the audit and any resulting controversy may be resolved expeditiously.

3.35 Term of Agreement

a.: This Agreement is effective on August 15, 2001 and, unless terminated or canceled as provided in this Agreement, shall remain in effect for [***] years (the "Initial Term").
b.: After the Initial Term, this Agreement shall continue on a month to month basis until terminated by either party upon thirty (30) days prior written notice to the other setting forth the effective date of such termination. The termination, cancellation or expiration of this Agreement shall not affect the obligations of either party to the other party pursuant to any Order previously executed hereunder, and the terms and conditions of this Agreement shall continue to apply to such Order as if this Agreement had not been terminated or canceled.

3.36 Title and Risk of Loss

Title to Material purchased, but not to Material licensed, will vest in CINGULAR when the Material has been [***] designated by CINGULAR.

3.37 Warranty and Rebates

a.: SUPPLIER warrants to CINGULAR that Material furnished hereunder will be merchantable, free from defects in design, material and workmanship, fit and sufficient for the purposes intended by CINGULAR, free from all liens and encumbrances and will strictly conform to and perform in accordance with applicable Specifications, drawings and samples. In addition, if Material contains one or more original equipment or software manufacturer's ("OEM") warranties, SUPPLIER hereby represents that it has the authority to and does hereby assign such warranties to CINGULAR.

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b.: SUPPLIER also warrants to CINGULAR that any Services provided hereunder will be performed in a first-class, professional manner, in strict compliance with the Specifications, and with the care, skill, and diligence, and in accordance with the applicable standards, currently recognized in SUPPLIERs profession or industry. If SUPPLIER fails to meet applicable professional standards, SUPPLIER will, without additional compensation, promptly correct or revise any errors or deficiencies in the Services furnished hereunder.
c.: The warranty period for Materials and Services shall be [***] years. The warranty period in all cases shall commence upon Delivery.
d.: SUPPLIER represents and warrants that: there are no actions, suits, or proceedings, pending or threatened, which will have a material adverse effect on SUPPLIER's ability to fulfill its obligations under this Agreement; it will immediately notify CINGULAR if, during the term of this Agreement, SUPPLIER becomes aware of any action, suit, or proceeding, pending or threatened, which may have a material adverse effect on SUPPLIER's ability to fulfill the obligations under this Agreement or any Order; it has all necessary skills, rights, financial resources, and authority to enter into this Agreement and related Orders and to provide or license the Material or Services, including that the Material and Services will not infringe any patent, copyright, or other intellectual property; no consent, approval, or withholding of objection is required from any entity, including any governmental authority with respect to the entering into or the performance of this Agreement or any Order; the Material and Services will be provided free of any lien or encumbrance of any kind; it will be fully responsible and liable for all acts, omissions, and work performed by any of its representatives, including any subcontractor; that all representatives, including subcontractors, will strictly comply with the provisions specified in this Agreement; and it will comply with the terms of this Agreement or Work Order, including those specified in any Exhibits or Appendices thereto.
e.: If the parties have identified a system on which Software will operate, SUPPLIER warrants that Software will perform on and be compatible with such system and operate satisfactorily in the system environment specified in the applicable Work Order. System includes the hardware, operating and application Software, interfaces, and databases that interact with such Software.
f.: SUPPLIER warrants that all Material provided to CINGULAR hereunder shall be tested prior to delivery to insure it is in strict compliance with the Specifications and that Material will not contain Harmful Code at any time. Testing will include complete regression and interaction testing and load, unit, and integration testing when applicable.
g.: All warranties will survive inspection, acceptance, payment and use. These warranties will be in addition to all other warranties, express, implied, or statutory. SUPPLIER will defend, indemnify, and hold CINGULAR harmless from and against all Liabilities for a breach of these warranties.
h.: If at any time during the warranty period for Material or Services CINGULAR believes there is a breach of any warranty, CINGULAR will notify SUPPLIER setting forth the nature of such claimed breach. SUPPLIER shall promptly investigate such claimed breach and shall either 1) provide information satisfactory to CINGULAR that no breach of warranty in fact occurred or 2) at no additional charge to CINGULAR, promptly use its best efforts to take such action as may be required to correct such breach.
i.: If a breach of warranty has not been corrected within a commercially reasonable time, or if two or more breaches of warranty occur in any sixty (60) day period, CINGULAR may Cancel the applicable Order.
j.: SUPPLIER agrees to provide a price discount toward future purchases of new SUPPLIER products and services should CINGULAR network evolution require the replacement of products due to technological obsolescence within [***] of original delivery to CINGULAR. The price

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discount would be applied to the current CINGULAR price in effect at that time. The amount of future price discount earned by CINGULAR will be based on the actual purchases made by CINGULAR during each of SUPPLIER'S fiscal years as shown below. Such future discounts will only apply to SUPPLIER'S available products at the time of upgrade. SUPPLIER is not obligated to engage in any special design activities to develop new products.

SUPPLIER FISCAL YEAR SALES	Future Price Discount %	Aggregate $$
[] []	[]*	[]*
[] []	[]*	[]*
[] []	[]*	[]*
[] []	[]*	[]*
[] []	[]*	[]*
[] []	[]*	[]*

[***]. The aggregate dollar amount of the price discounts must be consumed within the succeeding fiscal year.

[***]

3.38 Work Orders

a.

CINGULAR may order Material and Services by submitting Work Orders in connection with this Agreement. Such Orders specify:

1.: A description of the Services and/or Material, including any numerical/alphabetical identification referenced in the applicable price list.
2.: The requested delivery date.
3.: The applicable price(s).
4.: The location to which the Material is to be shipped, or the site where Services will be rendered.
5.: The location to which invoices are to be rendered for payment.
6.: CINGULAR's Order number.

b.: The terms in this Agreement shall apply to Orders submitted in connection with this Agreement, and preprinted terms on the back of any Order shall not apply.

3.39 Workmanship

The services to be provided by SUPPLIER under this Agreement shall proceed with promptness and shall be executed to CINGULAR's satisfaction in accordance with the highest professional standards in the field. SUPPLIER shall remove from the work, at CINGULAR's request, any employee furnished by SUPPLIER who is deemed, in CINGULAR's opinion, to be incompetent, incapable, uncooperative, or otherwise unacceptable in the execution of the work to be performed under this Agreement. Such a request shall not be deemed a request that such employee de disciplined or discharged, nor shall it be deemed to be an adverse reflection on the character or abilities of such employee.

ARTICLE IV—SPECIAL CLAUSES

4.1 Access

a.: When appropriate, SUPPLIER shall have reasonable access to CINGULAR's premises during normal business hours and at such other times as may be agreed upon by the parties in order to

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enable SUPPLIER to perform its obligations under this Agreement. SUPPLIER shall coordinate such access with CINGULAR's designated representative prior to visiting such premises. SUPPLIER insures CINGULAR that only persons employed by SUPPLIER or subcontracted by SUPPLIER will be allowed to enter CINGULAR's premises. If CINGULAR requests SUPPLIER or its Subcontractor to discontinue furnishing any person provided by SUPPLIER or its Subcontractor from performing work on CINGULAR's premises, SUPPLIER shall immediately comply with such request. Such person shall leave CINGULAR's premises promptly and SUPPLIER shall not furnish such person again to perform work on CINGULAR's premises without CINGULAR's written consent. The parties agree that, where required by governmental regulations, it will submit satisfactory clearance from the U.S. Department of Defense and/or other federal, state, or local authorities.

b.: CINGULAR may require SUPPLIER or its representatives, including employees and subcontractors, to exhibit identification credentials or sign a Nondisclosure Agreement which CINGULAR may issue in order to gain access to CINGULAR's premises for the performance of Services . If, for any reason, any SUPPLIER representative is no longer performing such Services, SUPPLIER shall immediately inform CINGULAR. Notification shall be followed by the prompt delivery to CINGULAR of the identification credentials, if issued by CINGULAR, or a written statement of the reasons why said identification credentials cannot be returned.
c.: SUPPLIER shall insure that its representatives, including employees and subcontractors will, while on or off CINGULAR's premises, perform Services which (i) conform to the Specifications, (ii) protect CINGULAR's Material, buildings, and structures, (iii) do not interfere with CINGULAR's business operations, and (iv) perform such Services with care and due regard for the safety, convenience, and protection of CINGULAR, its employees, and property and in full conformance with the policies specified in the CINGULAR Code of Conduct, which prohibits the possession of a weapon or an implement which can be used as a weapon.
d.: SUPPLIER shall be responsible for insuring that all persons furnished by SUPPLIER work harmoniously with all others when on CINGULAR's premises.

4.2 Change Notices—Simple

a.: SUPPLIER agrees to notify CINGULAR, in advance, of any change to be made in the Material furnished in accordance with the Specifications, software related documentation and/or documentation that would impact upon either reliability or the form, fit or function of the Material.
b.: In order for CINGULAR to review Material changes, a minimum of thirty (30) days advance notice before installation in any end-user location will be required except for those cases where an extremely unsatisfactory condition requires immediate remedial action. The final classification of any Material change proposed by SUPPLIER will be by mutual agreement between SUPPLIER and CINGULAR.
c.: In the event that CINGULAR and SUPPLIER fail to reach agreement on any change in Material proposed by SUPPLIER, CINGULAR will have the right without penalty to Terminate this Agreement and/or any or all Orders for Material affected by such change(s) proposed or issued by CINGULAR.

4.3 Continuing Availability

a.: SUPPLIER agrees to offer to sell to CINGULAR for a period of [***] years after the Termination, Cancellation or expiration date of this Agreement, or the discontinuance of any

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Material or Services provided hereunder, functionally equivalent additions, modifications, maintenance, replacement, and technical support services ("spare parts").

b.

If SUPPLIER fails or is unable to supply such spare parts or obtain another source of supply for CINGULAR, then such inability shall be considered noncompliance with this Section and, in addition to whatever other rights and remedies CINGULAR may have at law or in equity, SUPPLIER shall be obligated to provide CINGULAR, without obligation or charge, the "technical information" or any other rights required so that CINGULAR can obtain such spare parts from other sources.

c.

The "technical information" includes, by example and not by way of limitation:

1.: manufacturing drawings and specifications of all Materials;
2.: manufacturing drawings and specifications covering special tooling, raw materials, component parts, and the operation thereof;
3.: a detailed list of all commercially available parts and components purchased by SUPPLIER, disclosing the part number, name, and location of the SUPPLIER and price lists for the purchase.

d.: SUPPLIER shall provide technical support for Material provided under this Agreement. In the event SUPPLIER refuses to provide support, then SUPPLIER shall grant to CINGULAR a non-exclusive license , without charge, to use the Material including any Software or Documentation as may be required for the purpose of using or maintaining the Material.
e.: SUPPLIER shall provide CINGULAR advance written notification no later than two (2) years prior to the discontinuance of the manufacture or the provision of any Material or Services.

4.4 Emergency Support Service

If any natural disaster or other emergency occurs whereby Material and Service provided in connection with this Agreement is damaged and such condition materially affects CINGULAR's ability to provide services to its subscribers, SUPPLIER agrees, at CINGULAR's request, to assist CINGULAR as follows:

a.

SUPPLIER will locate backup or replacement Material and provide any necessary Service.

b.

If Material is available from SUPPLIER's stock, SUPPLIER will ship replacement Material in manner specified by CINGULAR within twenty-four (24) hours of receipt of CINGULAR's request therefor.

c.

When Material required by CINGULAR is not available from stock for immediate shipment, SUPPLIER agrees to pursue the following alternative courses of action:

1.: Assist CINGULAR in locating functionally equivalent substitute Material.
2.: If requested by CINGULAR, schedule the repair or new manufacture of Material on a priority basis. CINGULAR will indemnify SUPPLIER for any financial obligations incurred by SUPPLIER as a result of such priority efforts due to contractual obligations with third parties.
3.: Assist CINGULAR by providing field technical personnel to make temporary modifications and arrangements to mitigate the effects of out-of-service conditions. If requested, by CINGULAR, SUPPLIER will document such efforts and associated charges.

The price for any replacement Material or Service which is not covered by SUPPLIER's warranty will be at SUPPLIER's applicable price plus cost of expedited shipment.

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SUPPLIER will make available the individual whose title, phone number and location are listed below to provide assistance and information on a twenty-four (24) hour basis for all of its support service described above:

Spectrian Hotline
408-745-5416

This obligation will survive the expiration, cancellation, or termination of this Agreement for four (4) years.

4.5 Government Contract Provisions

Work Orders containing a notation that the Material is intended for use under government contracts shall be subject to the then current government provisions referenced in or attached to such Work Orders.

4.6 Hazardous Materials and Regulated Substances

A "Regulated Substance" as referred to in this clause is a generic term used to describe all materials that are regulated by applicable federal or any stare or local government during transportation, handling and/or disposal. These include, but are not limited to, materials that are regulated as (a) "hazardous material" under the Hazardous Material Act and the Control of Radioactive Contamination of Environmental Law, Title 8 of the California Environment Administrative Code, Section 5194 and the Hazardous Substances Information and Training Act, (b) "chemical hazards" under the Occupational Safety and Health Administration (OSHA) standards, (c) "chemical substances and mixtures" under the Toxic Substances Control Act and "chemicals" on the Governor's List known to the State of California to cause cancer, birth defects, and/or other reproductive harm, as that term is defined in the California Safe Drinking Water and Toxic Enforcement Act of 1986 ("Proposition 65"), (d) "pesticides" under the Federal Insecticide, Fungicide and Rodenticide Act, and (e) "hazardous waste" as defined or listed under the Resource Conservation and Recovery Act and the Hazardous Waste Control Law.

a.: SUPPLIER shall comply with all applicable Laws and Regulations, including any notice requirements, regarding any Material ordered hereunder which contains or consists of a Regulated Substance or any Service ordered hereunder which involves the use, handling, storage, recycling, storage or transportation of Regulated Substances. SUPPLIER shall notify CINGULAR and provide CINGULAR with all necessary information (including but not limited OSHA Material Safety Data Sheets [MSDS]) at least thirty (30) days before shipping Materials containing or consisting of Regulated Substances to CINGULAR or commencing the performance of Services for CINGULAR involving the handling or use of Regulated Substances. Each MSDS must include an attachment indicating the specific worker protection equipment requirement for use with the Regulated Substance covered thereby. If the Regulated Substance is in Materials or materials which are shipped to California facilities and is a chemical defined by Proposition 65, the MSDS for said chemical should indicate that the chemical is one which is known to the state of California to cause cancer, birth defects or other reproductive harm. SUPPLIER shall maintain and distribute such information upon request to CINGULAR and/or any other SUPPLIER at the same location.
b.: Notwithstanding any other provision of this Agreement, CINGULAR shall have the right, but not the duty, to terminate without liability any Order for Materials consisting of or containing a Regulated Substance or Service involving the use and handling of Regulated Substances with thirty (30) days after such notification from CINGULAR. Otherwise, CINGULAR and SUPPLIER shall cooperate concerning the acceptance by CINGULAR of such Materials and Services. SUPPLIER shall mark all Materials and/or materials provided hereunder as Regulated Substances which are required by all applicable Laws and Regulations to be so marked, and shall provide assistance to

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CINGULAR of an advisory nature in the handling and use of Regulated Substances provided hereunder and the disposal of "hazardous waste", as defined by applicable Laws and Regulations ("Hazardous Wastes"), resulting therefrom.

c.: SUPPLIER shall provide CINGULAR with the same information pertaining to Regulated Substances in or used in the Materials and Services it provides to CINGULAR or Hazardous Waste as SUPPLIER provides to SUPPLIER's employees or agents involved in the disposition or treatment of such Regulated Substances.
d.: SUPPLIER is hereby informed that hazardous chemicals may be used and located at various facilities owned by CINGULAR. SUPPLIER or any person supplied by SUPPLIER may see the MSDS for a particular substance in the facility in which they are working by contacting CINGULAR's Building Operations office and filling out the request form. SUPPLIER agrees to assume responsibility for advising its employees, agents and subcontractors who will be working at CINGULAR's facilities of the existence of chemical hazards on CINGULAR's facilities and the availability of said material.
e.: When performing Services at CINGULAR's California facilities, SUPPLIER shall and shall require its subcontractors to issue warnings in accordance with Proposition 65 for exposure to chemicals covered by Proposition 65 introduced by SUPPLIER or its subcontractor to personnel at CINGULAR's facilities, the public and CINGULAR from the time SUPPLIER and/or its subcontractor enter CINGULAR's facilities and/or commence performing Services through the completion of such performance. SUPPLIER shall and shall require its subcontractors to warn CINGULAR of any exposure to chemicals covered by Proposition 65 which may continue after SUPPLIER and/or its subcontractors have completed the performance of Services. Such warning may take the form of, but not be limited to, a MSDS for each such chemical.

SUPPLIER IS HEREBY WARNED IN ACCORDANCE WITH PROPOSITION 65 THAT EXPOSURE TO CHEMICALS MAY OCCUR AT CINGULAR'S FACILITIES. If requested, CINGULAR shall make available to SUPPLIER, its subcontractors, and any of their employees, a MSDS for the chemicals covered by Proposition 65, if any, at CINGULAR's facilities where SUPPLIER is providing Services. SUPPLIER shall issue appropriate warnings to inform and educate its employees, agents, subcontractors, other invitees, and employees of any of them, entering CINGULAR's facilities of the above information in accordance with applicable Laws and Regulations. SUPPLIER and CINGULAR shall cooperate on such warning.

f.: SUPPLIER further agrees to defend, indemnify, and hold CINGULAR harmless from and against any Liability sustained by CINGULAR because of SUPPLIER's noncompliance herewith.

4.7 Independent Contractor

SUPPLIER hereby represents and warrants to CINGULAR that:

a.: SUPPLIER is engaged in an independent business and will perform all obligations under this Agreement as an independent contractor and not as the agent or employee of CINGULAR;
b.: SUPPLIER's personnel performing Services shall be considered solely the employees of SUPPLIER and not employees or agents of CINGULAR;
c.: SUPPLIER has and retains the right to exercise full control of and supervision over the performance of the Services and full control over the employment, direction, assignment, compensation, and discharge of all personnel performing the Services;
d.: SUPPLIER is solely responsible for all matters relating to compensation and benefits of all SUPPLIER's personnel who perform Services. This responsibility includes, but is not limited to, (1) timely payment of compensation and benefits, including, but not limited to, overtime, medical,

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dental, and any other benefit, and (2) all matters relating to compliance with all employer obligations to withhold employee taxes, pay employee and employer taxes, and file payroll tax returns and information returns under local, state, and federal income tax laws, unemployment compensation insurance and state disability insurance tax laws, and social security and Medicare tax laws, and all other payroll tax laws or similar laws (all collectively hereinafter referred to as "payroll tax obligations") with respect to all SUPPLIER personnel providing Services.

e.: SUPPLIER will indemnify, defend, and hold CINGULAR harmless from all Liabilities, costs, expenses, and claims related to SUPPLIER's failure to comply with the immediately preceding paragraph.

4.8 Insignia

Upon CINGULAR's written request, certain of CINGULAR's trademarks, trade names, insignia, symbols, decorative designs, or other similar items (hereinafter "Insignia"), shall be properly affixed by SUPPLIER to the Material furnished at no additional cost to CINGULAR. Such Insignia shall not be affixed, used, or otherwise displayed on the Material without CINGULAR's written approval. The manner in which such Insignia will be affixed must be approved in writing by CINGULAR.

SUPPLIER agrees to remove, at no additional cost to CINGULAR, all Insignia from Material not meeting CINGULAR's requirements. SUPPLIER agrees to indemnify, defend, and hold CINGULAR harmless from any Liability in connection with SUPPLIER's failure to remove such Insignia. This section will in no way alter or modify SUPPLIER's obligations under this Agreement regarding protection of CINGULAR's confidential Information.

4.9 Non-Intervention

In connection with the provision of Material and Services by SUPPLIER to CINGULAR, SUPPLIER agrees not to influence—directly or indirectly—any regulatory, legislative, or judicial body so as to prevent, or delay the offering of Materials or Services by CINGULAR which utilize the Material or Services supplied by SUPPLIER.

4.10 Overdependence of SUPPLIER

SUPPLIER warrants to CINGULAR that as of the effective date of this Agreement SUPPLIER has (1) no contractual obligations which would adversely affect SUPPLIER's capabilities to perform under this Agreement, (2) is not involved in any litigation which would adversely affect SUPPLIER's ability to perform under this Agreement, and (3) has all professional licenses which are required to perform under this Agreement.

Accordingly, and because CINGULAR has no way of ascertaining SUPPLIER's dependency on CINGULAR for revenues from sales in proportion to revenues from SUPPLIER's other customers, and in order to protect CINGULAR from a situation in which SUPPLIER is overly dependent upon CINGULAR for said sales, SUPPLIER agrees to release and hold harmless CINGULAR from any and all claims and liabilities relating to SUPPLIER's financial stability, which may result from CINGULAR's termination of any Order placed under this Agreement, and/or CINGULAR's reduced purchases hereunder, for any reason whatsoever.

4.11 Radio Frequency Emissions

To the extent applicable, Materials or Products furnished under this Agreement shall comply with the requirements of Part 15 and any other related Parts of the Federal Communication Commission's Rules and Regulations, as may be amended from time to time. Compliance shall include those sections concerning the labeling of such Materials or Products, the suppression of radio frequency and

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electro-magnetic radiation to specified levels and the transmission of RF emissions under the MPE (Maximum Possible Exposure) prescribed by the FCC. Should the Materials or Products during use generate interference to radio communications, SUPPLIER shall inform CINGULAR how to suppress such interference. CINGULAR may opt to return Materials or Products to SUPPLIER and receive a prompt refund of the price CINGULAR paid for the Materials or Products if CINGULAR cannot reasonable suppress such interference. Nothing herein shall diminish or otherwise limit SUPPLIER's obligations under any other warranty herein.

4.12 Registration

When Material furnished under this Agreement is subject to Part 68 of the Federal Communications Commission's Rules and Regulations ("FCC Rules and Regulations") as may from time to time be amended, SUPPLIER warrants that such Material is registered under and complies with Part 68 of such FCC Rules and Regulations including, but not limited to, all labeling and customer instruction requirements. SUPPLIER agrees to indemnify and hold CINGULAR harmless from and against any Liability in connection with SUPPLIER's noncompliance with Part 68 of the FCC Rules and Regulations. SUPPLIER agrees, at its expense, to defend CINGULAR, at CINGULAR's request, against such Liability, provided , however, that SUPPLIER shall (1) keep CINGULAR fully informed as to the progress of such defense, and (2) afford CINGULAR, at its own expense, an opportunity to participate on an equal basis with SUPPLIER in such defense.

4.13 Releases Void

Neither party shall require waivers or releases of any personnel or other representatives of the other in connection with visits to its premises, and no such releases or waivers shall be pleaded by either party in any action or proceeding.

4.14 Repairs Not Covered Under Warranty

In addition to the repairs provided for under the section entitled "Warranty", upon request by CINGULAR, SUPPLIER shall make available to CINGULAR a repair and return option and an exchange option that shall apply to any Material with respect to which the applicable warranty period has expired. The availability of the options described in this section shall not be construed as altering or affecting responsibility for risk of loss of or damage to the Material, as provided elsewhere in this Agreement.

a.

Repair, and Exchange Options

1.: Under these options, if CINGULAR elects to have any Material or Product repaired or exchanged, CINGULAR may return such Material or Product to SUPPLIER at a location designated by SUPPLIER. If CINGULAR elects the repair and return option, SUPPLIER shall repair such Material or Product and place it in good operating condition for SUPPLIER's then current price for such repair service, [***], plus freight charges and any applicable taxes. If CINGULAR elects the exchange option, SUPPLIER shall promptly replace such Material or Product with a comparable, factory-tested, refurbished Material, if available, which shall meet current Material Specifications. Such replacement shall be at SUPPLIER's standard charges for the replacement Material [***], plus freight charges and any applicable taxes.
2.: If any Material or Product returned to SUPPLIER for repair and return, as provided in this section, is determined to be beyond repair, or if repair costs are expected to exceed the cost of replacement, SUPPLIER shall so notify CINGULAR. If requested by CINGULAR, SUPPLIER shall replace said Material or Product pursuant to the exchange option and, if so requested by CINGULAR, shall dispose of said Material or Product with sound commercial practices, and pay to CINGULAR the salvage value, if any.

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b.

Repair and Refurbished Material or Product

1.: Repair of Material or Product hereunder shall include, but shall not be limited to, remedial maintenance necessary to return defective Material to an operational condition that is suitable for reuse by CINGULAR and is in accordance with the Specifications for such Material or Product. In addition, repair may include retrofitting and engineering changes and updates, provided such changes and/or updates have been approved by CINGULAR.
2.: Refurbished Material or Product hereunder shall include, but shall not be limited to, used Material that is in "like-new" operational and appearance condition so that is suitable for reuse by CINGULAR.

c.

Performance of Work

1.

Except as otherwise provided in this Agreement, the schedule for performance of services, applicable to each Order under this section shall be agreed upon by SUPPLIER and CINGULAR and shall be set forth in each such Order; however, in no event shall the Service interval exceed [***] days after such receipt.

(a): In the event that SUPPLIER exceeds the maximum repair interval, CINGULAR shall have the right, without liability, to (i) cancel such Order or (ii) extend such scheduled service date specified in the Order, subject, however, to the right to cancel if Service is not made or performance is not completed by such extended date.
(b): If an Order is canceled pursuant to the preceding sentence, SUPPLIER shall return the Material(s) received from CINGULAR under such Order. SUPPLIER shall reimburse CINGULAR the costs of shipping the Material(s) to SUPPLIER and the amounts, if any, previously paid by CINGULAR for Service not received or performed.

2.: SUPPLIER shall furnish all labor, services, tools, Material, parts, accessories, instruments and equipment required to perform services under this section.
3.: SUPPLIER shall provide a written notice to CINGULAR with the name(s) and telephone number(s) of the individual(s) to be contacted concerning any questions that may arise regarding services under this section. If required, SUPPLIER shall specify any special packing of Material that might be necessary to provide adequate in-transit protection from transportation damage.
4.: Material repaired by SUPPLIER shall have the service completion date tracked by SUPPLIER and made available to CINGULAR upon written request.
5.: Unless otherwise provided in this Agreement, there shall be no additional charge for replacement parts. Only new standard parts or parts of quality equal to the original parts shall be used in refurbished Material or in effecting repairs. Parts that have been replaced shall become SUPPLIER's property. If a part has been replaced, by definition it has been removed; provided, however, that replaced parts shall, upon request by CINGULAR be available for inspection by CINGULAR. Parts that are installed in Material as a part of the repair process shall become the property of CINGULAR.
6.: If Material returned to SUPPLIER for repair is determined to be beyond repair, SUPPLIER shall contact CINGULAR regarding disposition of such Material. If requested by CINGULAR, SUPPLIER shall take the necessary steps to dispose of the unrepairable Material and pay to CINGULAR the salvage value, if any. If requested by CINGULAR, SUPPLIER shall return the Material in "as-received" condition, invoicing CINGULAR only for freight charges associated with the return of the Material.

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d.: Transportation

Unless CINGULAR, provides written special shipping instructions, upon completion of services provided pursuant to this clause, SUPPLIER shall ship Material or Product using the lowest published common carrier price (rail, truck or freight forwarder). SUPPLIER agrees to follow shipping instructions according to the "Shipping and Packing" clause herein. SUPPLIER agrees to place all prepaid freight charges as a separate item to the invoice to be paid by CINGULAR. If requested by CINGULAR, SUPPLIER agrees to substantiate such charges by providing CINGULAR with the original freight bill or a copy.

e.: Risk of Loss

Except as otherwise provided in this Agreement, after receipt of Material or Product from CINGULAR, SUPPLIER shall assume the risk of loss of or damage to such Material until the Material is returned to, verified and accepted by CINGULAR. CINGULAR shall notify SUPPLIER promptly of any claim and shall cooperate with SUPPLIER in every reasonable way to facilitate the settlement of any such claim.

f.

Invoices

1.: All invoices originated by SUPPLIER for services provided pursuant to this clause must be clearly identified as such, and must contain: (1) a reference to the Agreement number, (2) a reference to CINGULAR's Order number for these services, (3) a reference to SUPPLIER's invoice number, (4) a detailed description of services performed by SUPPLIER, and the need therefore.
2.: Shipping and routing instructions may be altered as agreed by SUPPLIER and CINGULAR without written notice.

g.

Warranty

1.: SUPPLIER warrants to CINGULAR that the repair services shall be performed in a fully workmanlike manner to the satisfaction of CINGULAR and in accordance with the Specifications. SUPPLIER further warrants that the repaired or refurbished Material shall be free from defects in material and workmanship for a period of [***] from the date the repaired or refurbished Material is accepted by CINGULAR. This warranty shall survive inspection, acceptance and payment.
2.: In the event that a Material repaired or refurbished by SUPPLIER is defective when returned to CINGULAR, CINGULAR shall have the option of (1) returning the Material to SUPPLIER for Service, with risk of in-transit loss or damage and freight charges to be borne by SUPPLIER, or (2) obtaining a full refund or credit for any payment made therefor, plus freight charges paid for its return.

4.15 Shipping and Packing

a.: Unless instructed otherwise by CINGULAR, or the parties otherwise agree, all Material shipped shall be packed and marked by SUPPLIER at no additional charge to CINGULAR and in accordance with all laws and regulations, transportation industry standards, the requirements specified in paragraph b, and the applicable Order.
b.: SUPPLIER shall (1) ship Material in accordance with paragraph a; (2) use carriers approved in writing by CINGULAR at the time of shipment; (3) ship Orders complete, provided SUPPLIER may ship Material in partial shipments with prior approval of CINGULAR; (4) ship to the destination in the Order; (5) comply with CINGULAR's shipping instructions; (6) enclose a packing memorandum with each shipment and, when more than one package is shipped, identify

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the package containing such packing memorandum; (7) mark CINGULAR's Order number and product identification number ("PID") on all packages, shipping papers and subordinate documents; (8) list basic unit and part number or Common Language Equipment Identified ("CLEI") code numbers and Continuing Property Record ("CPR") when required by CINGULAR; (9) barcode equipment, shipping containers and packages; and (10) SUPPLIER may consolidate multiple Orders as one shipment to CINGULAR and shall provide and state on the bill of lading the number of pieces, weight, freight classification, and carrier's tariff reference number for each individual Order.

c.: If CINGULAR agrees to pay for shipping and instructs SUPPLIER to ship prepaid, SUPPLIER shall ship Material to CINGULAR, based on the lowest published price, by reliable common carrier. CINGULAR has the right to designate the carrier SUPPLIER shall use. If more cost effective transportation can be arranged, SUPPLIER shall notify CINGULAR and, if CINGULAR agrees, SUPPLIER shall ship at the agreed upon price by that agreed upon carrier. CINGULAR is not responsible for any charges in excess of those specified above.
d.: If CINGULAR agrees to pay for shipping and instructs SUPPLIER to ship freight collect, it shall be CINGULAR's responsibility to engage a SUPPLIER to ship, and pay for shipment of, Materials. It is SUPPLIER's responsibility to dispatch CINGULAR's contracted/engaged freight SUPPLIER.
e.: If CINGULAR incurs additional costs as a result of SUPPLIER's failure to comply with the above provisions, those additional costs will be refunded to CINGULAR by the SUPPLIER.

4.16 Statement(s) of Work and Form of Order(s)

This Agreement contemplates the future execution by CINGULAR and SUPPLIER of one or more written Order(s) or Statement(s) of Work. Both parties shall execute each Order(s) and/or SOW(s). This Agreement and any applicable Order(s) and/or SOW(s) shall cover all transactions between CINGULAR and SUPPLIER during the term of this Agreement unless the parties agree otherwise in writing. Order(s) and SOW(s) shall be deemed accepted by SUPPLIER unless written notice to the contrary is received within ten (10) business days from the date the Order or SOW is delivered. This Agreement shall control over typed, stamped, or pre-printed portions of SUPPLIER's and CINGULAR's Order(s) and/or Statement(s) of Work or acknowledgments, which conflict with or supplement the terms and conditions herein.

Order(s) for Products shall be in substantially the same form as is set out below as previously provided herein.

Each request for Services shall by issued through a Statement of Work which, at a minimum, shall specify the information outlined below:

(i) A reference to this Agreement and a unique identifying number assigned by CINGULAR's Representative;

(ii) A detailed description of the Services SUPPLIER shall perform;

(iii) Specifications for all Products and Services;

(iv) A statement defining all deliverables and their associated due dates;

(v) Procedures for acceptance testing, is applicable;

(vi) CINGULAR and SUPPLIER's contact names, addresses and telephone numbers;

(vii) A list of expenses authorized for reimbursement by CINGULAR, and an explanation for each item;

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(viii) The maximum total expenditure authorized, meaning either (a) the total dollar amount authorized under the SOW, or (b) the total time limit for completing the project under the SOW;

(ix) A statement defining the beginning and ending dates for the work to be performed;

(x) Invoicing instructions;

(xi) Acceptance procedures; and

(xii) Signatures of representatives authorized by CINGULAR and SUPPLIER to execute the SOW.

4.17 Strategic Technology Partnership

CINGULAR and SUPPLIER shall establish a Strategic Technology Partnership with the primary goal of providing a formal technology information exchange process ("Process"). Such Process shall be driven by an Executive-level review committee that shall meet no less than twice per year to review key technology initiatives which could have a potential impact on CINGULAR's technology strategy and future purchasing decisions. This process shall also be supported by the on-going exchange of key information in areas which include but shall not be limited to standards initiatives, product changes and customer requirements as defined by CINGULAR.

4.18 Technical Support

SUPPLIER will provide, at no additional cost, full and complete technical assistance to CINGULAR for the Materials and Services covered by this Agreement, including ongoing technical support and field service and assistance, provision of technical bulletins and updated user manuals, and telephone assistance to assist with installation, operation, maintenance, and problem resolution. The availability or performance of this technical support will not be construed as altering or affecting SUPPLIER's obligations as set forth in the Section entitled "Warranty" or provided elsewhere in this Agreement. Field service and technical support, including emergency support (service affecting) will be provided on site twenty-four (24) hours a day. SUPPLIER will provide to CINGULAR and keep current an escalation document that includes names, titles and telephone numbers, including after-hours telephone numbers, of SUPPLIER personnel responsible for providing technical support to CINGULAR. SUPPLIER will maintain a streamlined escalation process to speed resolution of reported problems.

4.19 Termination of Statement of Work

CINGULAR, without prejudice to any right or remedy on account of any failure of SUPPLIER to perform its obligations under this Agreement, may at any time terminate the performance of the work under any SOW, in whole or in part, by written notice to SUPPLIER specifying the extent to which the performance of the work is terminated and the date upon which such termination becomes effective. If CINGULAR terminates a SOW for other than the SUPPLIER's failure to perform its obligations under the SOW, CINGULAR shall then pay SUPPLIER for [***]. CINGULAR's payment of such amounts shall be in full settlement of any and all claims of SUPPLIER of every description, including profit.

If CINGULAR terminates a SOW issued hereunder, affected CINGULAR's property and work in SUPPLIER's possession shall be forwarded promptly to CINGULAR.

4.20 Universal Design

CINGULAR advocates, supports, and encourages its SUPPLIERs to advocate and support the manufacturing and provision of Materials which embrace the concept of "universal design." SUPPLIER shall use its reasonable efforts to manufacture and provide Materials, including future versions

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of Material, and to make its Materials accessible to the widest range of consumers including those with disabilities.

SUPPLIER agrees to reasonably cooperate with CINGULAR in addressing liability access issues, including hearing aid interference, that may arise in connection with CINGULAR's customer's use of SUPPLIER's Materials furnished hereunder. SUPPLIER specifically agrees:

a.: to ensure that its equipment is designed, developed, and fabricated to be accessible to and usable by people with disabilities, and
b.: to ensure that the service is accessible to and usable to people with disabilities, or
c.: to ensure that the equipment or service is compatible with existing peripheral devices or specialized customer premises equipment commonly used by individuals with disabilities to achieve access, if the requirements of subsection 1 and 2 are not readily achievable.

4.21 Work Done By Others

If any part of SUPPLIER's work is dependent upon services performed by others, SUPPLIER shall inspect and promptly report to CINGULAR any defect that renders such other services unsuitable for SUPPLIER's proper performance. SUPPLIER's silence shall constitute approval of such other services as fit, proper and suitable for SUPPLIER's performance of its work. All obligations hereunder and to any SOWs shall remain in full force and effect with respect to any subcontracted parties.

ARTICLE V—CLAUSES APPLICABLE TO SOFTWARE AND SERVICES

5.1 Acceptance of Software

At CINGULAR's option, CINGULAR may conduct Acceptance testing during the thirty (30) calendar days following the delivery and installation of the Software ("Acceptance Period"). If requested by CINGULAR, SUPPLIER shall participate in the Acceptance tests at no additional charge to CINGULAR.

If, during the Acceptance Period, CINGULAR determines that the Software fails any portion of the Acceptance test, CINGULAR shall notify SUPPLIER, specifying the area of nonconformance. SUPPLIER shall correct all areas of nonconformance which cause the Software to fail the Acceptance test. In the event SUPPLIER fails to correct said nonconformance within fifteen (15) calendar days following notice from CINGULAR, CINGULAR may cancel the Order and receive full reimbursement for any and all amounts paid related to the unaccepted Software, including without limitation, fees paid for licenses, software maintenance or other Services.

CINGULAR may, at its sole option, extend any Acceptance Period for a mutually agreed upon time, subject to CINGULAR's right to cancel and obtain reimbursement if the Software fails Acceptance testing within such extension period.

5.2 Computer Asset Protection Requirements

With respect to Software, SUPPLIER agrees to comply with the current issue of CINGULAR Wireless LLC's Corporate Security Standards Technical Reference ("CSSTR"), entitled "Security Requirements for Contractual Agreements" as set forth in Appendix . This reference fully incorporates Appendix herein. SUPPLIER agrees to cooperate fully with CINGULAR in ensuring that Software and/or computer systems SUPPLIER develops, designs, or supports under this Agreement comply with the CSSTR. The word "SUPPLIER" used in Appendix shall mean SUPPLIER. SUPPLIER agrees to fully indemnify, defend at its own expense, and hold the CINGULAR harmless against any breach of the terms set forth in Appendix . [Corporate Security Standards Technical Reference to be provided at a later date]

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With respect to Software or Services (other than Software Maintenance), SUPPLIER agrees to comply with the current issue of CINGULAR Wireless, LLC's Corporate Security Standards Technical Reference ("CSSTR"), entitled "Security Requirements for System or Network Access by Vendor, Contractor and SUPPLIER Personnel" as set forth in Appendix which is attached hereto and fully incorporated herein by this reference. The word "SUPPLIER" used in Appendix shall mean SUPPLIER. SUPPLIER agrees that all of its personnel having access to CINGULAR's systems will be covered on the contents of the CSSTR and will sign the certification provided to that effect. Failure of any personnel to sign the certification may be grounds for CINGULAR refusing to allow that individual system access. SUPPLIER agrees to fully indemnify, defend at its own expense, and hold CINGULAR harmless against any breach of the terms set forth in the CSSTR.

5.3 Documentation

SUPPLIER shall furnish, at no additional charge to CINGULAR, Documentation for each copy of Software delivered hereunder, including any and all succeeding changes thereto, and Documentation for Fixes, Upgrades and Enhancements. SUPPLIER hereby grants to CINGULAR a perpetual, paid-up, non-exclusive, world-wide, irrevocable, transferable right and license for Users to use, execute, modify, reproduce, publicly display, and publicly perform the Documentation, regardless of whether such Documentation is copyrighted or otherwise restricted as proprietary information.

5.4 Fixes, Upgrades and Enhancements

SUPPLIER shall be responsible for performing Fixes, Upgrades and Enhancements to the Software.

5.5 License

In each Order or Statement of Work issued hereunder, SUPPLIER grants to CINGULAR and user (1) a perpetual, non-exclusive, world-wide, irrevocable, transferable right and license to use, copy, modify, reproduce, make derivative works, display and distribute the Software and/or Documentation for the intended purposes of this Agreement; and (2) the right to make backup and archival copies of the Software's computer program, provided that such copies shall include SUPPLIER's copyright and any other proprietary notices.

5.6 Provisions For Software Trials and Beta Testing

From time to time, SUPPLIER may provide CINGULAR with Software and/or pre-production software known as "beta software", on a trial basis at no charge for a mutually agreed upon period. Such trial shall be subject to the terms and conditions of this Agreement, including, without limitation, "WARRANTY", "SUPPLIER'S INFORMATION", "CINGULAR'S INFORMATION" and "PATENT AND OTHER PROPRIETARY RIGHTS INDEMNIFICATION". In the event CINGULAR executes a separate evaluation license agreement for such beta software, the terms and conditions of this Agreement shall control over conflicting terms in such evaluation license agreement. CINGULAR shall not be required to issue an Order or to sign a nondisclosure agreement apart from this Agreement to conduct a trial. CINGULAR shall have no obligation to license, purchase or otherwise acquire any Software and/or beta software from SUPPLIER upon the completion of any trial.

5.7 Provisions For Source Code

Upon occurrence of any of the following events, SUPPLIER shall provide CINGULAR with the Source Code for the Software:

(i) SUPPLIER makes the Source Code for such Software available to a third party;

(ii) SUPPLIER ceases to provide Software Maintenance for such Software;

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(iii) SUPPLIER ceases doing business for any reason;

(iv) SUPPLIER commits any act of bankruptcy within the meaning of the Federal, or any State Bankruptcy Act or if bankruptcy proceedings are instituted against SUPPLIER; or

(v) Proceedings such as receivership, insolvency, reorganization, dissolution, liquidation or other similar proceedings are instituted by or against SUPPLIER.

At CINGULAR's request and expense, SUPPLIER agrees to place such Source Code in escrow with a software custodian mutually acceptable to the parties.

CINGULAR shall take all reasonable precautions to protect the delivered Source Code from unauthorized disclosure or use and shall only permit authorized Users having a business related reason access and use of the Source Code.

5.8 Reinstatement of Software Maintenance

CINGULAR, at any time after the discontinuance of the Software Support and Maintenance, may reinstate the Software Support and Maintenance upon thirty (30) days written notice to SUPPLIER. Such reinstatement shall be governed by the terms under which Software Support and Maintenance was initially provided. SUPPLIER shall have the right to charge a mutually agreed upon reinstatement fee which shall not exceed the fees for Software Support and Maintenance which would have been paid under this Agreement had CINGULAR elected to continue Software Support and Maintenance without interruption. There shall be no additional charges for reinstatement if the discontinuance was the result of a failure to meet CINGULAR's acceptance criteria.

5.9 Software Support and Maintenance

SUPPLIER shall be responsible for performing Software Support and Maintenance, beginning with the expiration of the Software Warranty Period, provided CINGULAR has issued an Order or Statement of Work for Software Support and Maintenance. The initial maintenance period shall be [***].

Software Support and Maintenance will be automatically renewed upon the anniversary of each maintenance period for [***] period unless canceled by CINGULAR at least thirty (30) days prior to the expiration of the then-current maintenance period. SUPPLIER shall provide written notification to CINGULAR of the pending expiration of Software Support and Maintenance sixty (60) days in advance of such expiration date.

5.10 Warranty

General Performance Warranty. SUPPLIER warrants to CINGULAR that the Software provided under this Agreement shall operate to CINGULAR's satisfaction in accordance with the Specifications for a period [***] from the date of Acceptance of the Software by CINGULAR ("Software Warranty Period").

Warranty of Software Integrity. SUPPLIER warrants that the Software shall not include (i) software traps, viruses, worms, trap doors, back doors or other means or functions which will detrimentally interfere with or otherwise adversely affect CINGULAR's use of the Software or which will damage or destroy data or other property of CINGULAR; or (ii) any master key access, ID, password feature or other means for access except as set forth in Specifications.

Warranty of Title and Noninfringement. SUPPLIER warrants that it has full power and authority to grant the rights and licenses granted hereunder with respect to the Software and Documentation, and neither the license or use as permitted hereunder will in any way constitute an infringement or other violation of any trademark, copyright, patent, trade secret or other intellectual property right of any

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third party. SUPPLIER further warrants that the Software and Documentation licensed hereunder shall be free and clear of all claims, security interests, liens and encumbrances of any kind.

Warranty for Services. SUPPLIER warrants and represents to Customer that its Services will be performed in a good and professional manner conforming to industry standards and practices and in conformance with any Specifications or standards set forth for such Services. If SUPPLIER is unable to perform the Services as warranted, Customer shall, in its sole discretion, be entitled to reperformance of such Services free of cost to Customer or a refund of any monies paid for such Services.

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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives:

[SUPPLIER]		CINGULAR WIRELESS LLC On behalf of itself and its affiliates
Date:	August 15, 2001	Date:	September 13, 2001
By:	/s/ JOSEPH MADDEN	By:	/s/ PETE BELESICK
Name:	Joseph Madden	Name:	Pete Belesick
Title:	Vice President, Marketing Spectrian Corporation	Title:	Director—SCM

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Appendix 1

Scope of Work

SUPPLIER shall provide the following Services/Materials/ Prices as set forth in Scope of Work document "Exhibit A":

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Appendix 2

Executive Orders and Federal Regulations

Work under this Agreement may be subject to the provisions of certain Executive Orders, federal laws, state laws, and associated regulations governing performance of this contract including, but not limited to: Executive Order 11246, Executive Order 11625, Executive Order 11701, and Executive Order 12138, Section 503 of the Rehabilitation Act of 1973 as amended and the Vietnam Era Veteran's Readjustment Assistance Act of 1974. To the extent that such Executive Orders, federal laws, state laws, and associated regulations apply to the work under this Agreement, and only to that extent, SUPPLIER (also referred to as "SUPPLIER") agrees to comply with the provisions of all such Executive Orders, federal laws, state laws, and associated regulations, as now in force or as may be amended in the future, including, but not limited to the following:

1. EQUAL EMPLOYMENT OPPORTUNITY DUTIES AND PROVISIONS OF GOVERNMENT SUPPLIERS

In accordance with 41 C.F.R.§60-1.4(a), the parties incorporate herein by this reference the regulations and contract clauses required by that section, including but not limited to, SUPPLIER's agreement that it will not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The SUPPLIER will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex, or national origin.

2. AGREEMENT OF NON SEGREGATED FACILITIES

In accordance with 41 C.F.R.§60-1.8, SUPPLIER agrees that it does not and will not maintain or provide for its employees any facilities segregated on the basis of race, color, religion, sex, or national origin at any of its establishments, and that it does not and will not permit its employees to perform their services at any location, under its control, where such segregated facilities are maintained. The term "facilities" as used herein means waiting rooms, work areas, restaurants and other eating areas, time clocks, rest rooms, wash rooms, locker rooms and other storage or dressing areas, parking lots, drinking fountains, recreation or entertainment areas, transportation, and housing facilities provided for employees; provided, that separate or single-user restroom and necessary dressing or sleeping areas shall be provided to assure privacy between the sexes.

3. AGREEMENT OF AFFIRMATIVE ACTION PROGRAM

SUPPLIER agrees that it has developed and is maintaining an Affirmative Action Plan as required by 41 C.F.R.§60-1.4(b).

4. AGREEMENT OF FILING

SUPPLIER agrees that it will file, per current instructions, complete and accurate reports on Standard Form 100 (EE0-1), or such other forms as may be required under 41 C.F.R.§60-1.7(a).

5. AFFIRMATIVE ACTION FOR HANDICAPPED PERSONS AND DISABLED VETERANS, VETERANS OF THE VIETNAM ERA.

In accordance with 41 C.F.R.§60-250.20, and 41 C.F.R.§60-741.20, the parties incorporate herein by this reference the regulations and contract clauses required by those provisions to be made a part of government contracts and subcontracts.

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6. UTILIZATION OF SMALL, SMALL DISADVANTAGED AND WOMEN-OWNED SMALL BUSINESS CONCERNS

As prescribed in 48 C.F.R., Ch. 1, 19.708(a):

(a): It is the policy of the United states that small business concerns, small business concerns owned and controlled by socially and economically disadvantaged individuals and small business concerns owned and controlled by women shall have the maximum practicable opportunity to participate in performing contracts let by any Federal agency, including contracts and sub-contracts for systems, assemblies, components, and related services for major systems. It is further the policy of the United States that its prime SUPPLIERs establish procedures to ensure the timely payment amounts due pursuant to the terms of the subcontracts with small business concerns, small business concerns owned and controlled by socially and economically disadvantaged individuals and small business concerns owned and controlled by women.
(b): The SUPPLIER hereby agrees to carry out this policy in the awarding of subcontracts to the fullest extent consistent with efficient contract performance. The SUPPLIER further agrees to cooperate in any studies or surveys as may be conducted by the United States Small Business Administration or the awarding agency of the United States as may be necessary to determine the extent of the SUPPLIER's compliance with this clause.
(c): As used in this contract, the term small business concern shall mean a small business as defined pursuant to section 3 of the Small Business Act and relevant regulations promulgated pursuant thereto. The term small business concern owned and controlled by socially and economically disadvantaged individuals shall mean a small business concern which is at least 51 percent unconditionally owned by one or more socially and economically disadvantaged individuals; or, in the case of any publicly owned business, at least 51 percent of the stock of which is unconditionally owned by one or more socially and economically disadvantaged individuals; and (2) whose management and daily business operations are controlled by one or more such individuals. This term also means small business concern that is at least 51 percent unconditionally owned by an economically disadvantaged Indian tribe or Native Hawaiian Organization, or a publicly owned business having at least 51 percent of its stock unconditionally owned by one of these entities which has its management and daily business controlled by members of an economically disadvantaged Indian tribe or Native Hawaiian Organization, and which meets the requirements of 13 CRF part 124. The SUPPLIER shall presume that socially and economically disadvantaged individual include Black Americans, Hispanic Americans, Native Americans, Asian-Pacific Americans, Subcontinent Asian Americans, and other minorities, or any other individual found to be disadvantaged by the Administration pursuant to section 8(a) of the Small business Act. The SUPPLIER shall presume that socially and economically disadvantaged entities also include Indian Tribes and Native Hawaiian Organizations.
(d): The term "small business concern owned and controlled by women" shall mean a small business concern (i) which is at least 51 percent owned by one or more women, or, in the case of any publicly owned business, at least 51 percent of the stock of which is owned by one or more women, and (ii) whose management and daily business operations are controlled by one or more women; and
(e): SUPPLIERs acting in good faith may rely on written representations by their sub-SUPPLIERs regarding their status as a small business concern, a small business concern owned and controlled by socially and economically disadvantage individuals or a small business concern owned and controlled by women.

7. SMALL, SMALL DISADVANTAGED AND WOMEN-OWNED SMALL BUSINESS SUB-CONTRACTING PLAN. The sub-SUPPLIER will adopt a plan similar to the plan required by 48 CFR Ch. 1 at 52.219-9.

CONFIDENTIAL TREATMENT

Appendix 1
aka Exhibit A 081401

Scope of Work

1. TECHNICAL REQUIREMENTS FOR SUBSYSTEMS

1.1 MULTI-CARRIER POWER AMPLIFIER REQUIREMENTS

•: The Multi-Carrier Power Amplifier (MCPA) module should be transferable from a Lucent configuration to an Ericsson configuration to a Nortel configuration with no hardware modifications necessary.
•: The MCPA specified should meet the following specifications:

Technical Requirements:	Cellular Band	PCS Band
Frequency Range:	869-894 MHz	1930-1990 MHz
Instantaneous Bandwidth (minimum)	25 MHz	20 MHz
Gain Variation:	+/- 0.5 dB over DC Input Range
Intermodulation Distortion	> 65 dBc average (as calculated in IS-136 specifications) over temperature range @ DC input voltage as measured as measured using 24 TDMA carriers over continuous spectrum
Gain	Adjustable necessary to achieve output power per carrier
Operating Temperature	0 to +50C ambient normal operation
DC Input Voltage	+24 to +28 VDC
Input Signal Type	AMPS (FM), TDMA (/4DQPSK), EDGE (8PSK), WCDMA,1XRTT,HDR,GSM or any combination
Output Power Per Carrier Required:	Any power per carrier up to composite power available using hybrid combiner capable of supporting minimum 24 carriers
Mechanical:
Fans (if utilized)	Field replaceable by field technician in < 10 minutes Support airflow direction from front to back of system or back to front (forward or reverse)
Alarming:
Support notification to system in the event of any of the following occurs:
Minor (warning)	Fan failure, overdrive input level
Major (module shutdown)	DC failure, Loop failure, Single module failure failure
Critical (subrack shutdown)	Over temp shutdown Reverse RF input level exceeds threshold

CONFIDENTIAL TREATMENT

1.2 SUBRACK GENERAL REQUIREMENTS

•: The subrack is defined as the mechanical equipment used to support amplification of the RF signal and combine multiple modules for 1 transmit antenna:

PHYSICAL		REQUIREMENT
Dimensions
Height		< 26" tall
Width		< 24" wide
Depth		< 30" deep
ELECTRICAL
Connector Types
Input RF signal connector type		SMA female
Output RF signal connector type		N type female
Output RF sample port (- 40 dB )		SMA female
DC Power Connections		1 per module
Alarming Connector Types		Form C, RS485, D sub miniature

1.2.1 LUCENT INSTALLATIONS

For Lucent Series 2mm cellsites, the subrack and amplifiers must fit into the existing Series 2mm cellsite occupied by the existing Lucent amplifier.

1.2.2 ERICSSON INSTALLATIONS

The following additional requirements are specified for installations involving Ericsson RBS equipment:

•: MECHANICAL

Connector Locations:		Location for all connections (RF, Data, Interface, Power) to amplifier system on front of system
Physical Positioning of Equipment:		Must be possible to mount equipment against wall

1.3 FRAME REQUIREMENTS

The following general requirements are specified for the frame supporting the subracks and amplifiers. The frame is defined as the mechanical hardware and cabling necessary to interconnect the amplifier system to the infrastructure equipment. This includes, but is not limited to, the sheet metal cabinetry, circuit breakers, power cabling junction points, combiners, and pre-amplifiers (if necessary).

The frame should meeting the following general requirements:

—: Zone 2 earthquake rating minimum
—: Support minimum of 3 separate transmit antennas
—: Support both cellular and PCS subracks and amplifiers
—: Necessary mesh screen panel covers to cover front and rear access to subracks and modules
—: Internally pre-wired (#4 gauge power cables, RF, data cables) for maximum number of subracks supported

CONFIDENTIAL TREATMENT

—: External DC connections should be "snap in" screw down terminal studs per MCPA module and sufficient for the pre-amps, if necessary
—: Maximum height of 90"

CIRCUIT BREAKERS FOR THE MODULES and PRE-AMPLIFIERS WILL BE PROVIDED FOR AT RECTIFICATION SYSTEM by CINGULAR; however, the racks should include junction connection points for each of these cables.

1.3.1 LUCENT CONFIGURATIONS

The following additional requirements are specified for the Lucent configurations:

—: The Lucent configuration must be "plug and play" with the Lucent Series 2, 1 BTS, and Series 2mm hardware. Specifically, all alarms generated all rack, subracks, preamplifiers, amplifiers must appear at the Lucent Switch (MSC) as if generated from Lucent hardware directly
—: All external connections (RF, data, power) located on top of rack
—: Include 5-to-2 Combiners to support up to 4 sectors
—: Front and Rear access to subracks and modules possible
—: Includes 4 pre-amplifiers
—: Include DC/DC Converter with redundant power supply to support any pre-amplifiers
—: Support up to 4 transmit antennas and subracks
—: Maximum width 28"
—: Maximum depth 35"
—: Support a redundant Preamplifier which meets the following specifications:

Redundant Preamplifier Specifications

Frequency Range		869-894 MHz
Format		Multiple Carrier: TDMA, CDMA, AMPS, GSM, EDGE
Gain		5-30 +/- 1 dB
RF Output Power		5 dBm Max
Minimum RF Output Power		-40 dBm
Maximum RF Output Power		+ 10 dBm
Gain Difference between primary and seconday Section		0.5 dB
DC Input Voltage		26-28 Vdc @ 1A
Operating Temp		0 to +50C
RF Connections		SMA female
CD and Logic Connector		9 pin Male D-Subminiature
Gain Adjust		Front Panel Control, Flat Screwdriver
Fault Logic
One Preamp Failure		Major
Two Preamp Failure		Critical

CONFIDENTIAL TREATMENT

1.3.2 ERICSSON CONFIGURATIONS

The following additional requirements are specified for Ericsson configurations:

—: Must allow 6"of vertical space and 24" of horizontal space within rack dimensions to support inclusion of Transmit bandpass filters

1.4 HYBRID COMBINER REQUIREMENTS

1.4.1 LUCENT INSTALLATIONS

•: Utilize 5-to-2 hybrid combiners mounted on top of frame for each Transmit antenna

1.4.2 HYBRID COMBINER TO BE USED WITH ERICSSON INSTALLATIONS

The following technical requirements are specified for the hybrid combiner to be used with for Ericsson systems exclusively:

REQUIREMENTS
Consists of
Up to (3) 12:1 combiners and if needed, either a 2:1 or 3:1 combiner to support 12,24 or 36 channels maximum output		Maximum Number of RF Input Ports 12, 24 or 36
Physical
Height		3.5" (2U)
Width		24"
Depth		no more than 19"
Connector Type		SMA female
Mounting Tabs		Positioned on side of combiner approximately 2.75" from front face plate
Electrical
Frequency Bands		869-894 or 1930-1990 MHz
Insertion Loss 12:1/24:1/36:1		< 26.7 dB
Maximum Input Power		< 1W / port
RF Input Power Dynamic Range		> 20 dB
Input Return Loss		> 17.5 dB
Output Return Loss		> 17.5 dB
Isolation between inputs		> 40 dB
RF Input VSWR		1.4:1 Maximum
3^rd order IMD with 2 carriers @ full power		< -100 dBm
Output Sniffer Port		-40 dB +/- 0.3 dB relative to output

CONFIDENTIAL TREATMENT

2. Technical information

TECHNICAL INFORMATION REQUIRED TO BE ANSWERED	CELLULAR		PCS
Current Draw (Amps) @ Idle Operation with no RF Input (ambient current draw)	10 A with no RF input		26A with no RF
Current Draw (Amps) @ Rated power over temperature range and voltage specified in Table 1	44 A @ 100W composite power per amplifier module		40A at 80W composite power out per amplifier module
Composite Power (W) @ Output of Subrack	Soft Fail	Constant Gain	Soft Fail	Constant Gain
				290W
Peak to Average Ratio provided by Amplifier System	10dB at Pout=100W		10dB at Pout=80W
Theoretical Mean Time Between Failure (MTBF) of Amplifier System in years (all subsystems combined)	20 years		20 years

2.1 FUNCTIONALITY REQUIREMENTS

VENDORS ARE INSTRUCTED TO FILL OUT THE BELOW TABLE UTILIZING THE FOLLOWING:

FUNCTIONALITY		Fully Compliant		Partial Compliant		Non Compliant
HARDWARE
Same amplifier system can be used with ALL Lucent, Ericsson, and Nortel infrastructure hardware, including microcells		Fully Compliant
SOFTWARE
GAIN
Soft Fail: The ability of the MCPA system to minimize the composite power lost when multiple MCPAs are used in combination and a single MCPA module fails.		Fully Compliant
Constant Gain: The ability to support <0.2 dB loss in composite power associated with the loss of an amplifier due to a fault condition		Fully Compliant
Hot Swap (Repair): The ability to replace an MCPA module without disruption to cellsite service		Fully Compliant
Overdrive Support: Ability to adjust gain or composite power to minimize/avoid "latch" condition for overdriving input level		Fully Compliant
Automatic recovery : Ability of system to recover automatically to normal operation from minor, major, critical alarms when condition causing alarm disappears		Fully Compliant
[***] Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission.

CONFIDENTIAL TREATMENT

Ability to Support Downlink Power Control on a timeslot Basis with up to 20 dB of attenuation between timeslots for IS-136, GSM modulation schemes and maintain Intermodulation Performance		Fully Compliant. It is understood that the Downlink Power Control function is maintained within the OEM BTS equipment.
Monitoring : Ability for a field technician to connect a laptop PC software to amplifier or subrack within cellsite
To inspect, review previous alarm history, current consumption, power output, reflected power, temperature		Fully Compliant
To adjust alarm thresholds (minor, major, critical) on a per amplifier or subrack basis		Fully Compliant
To adjust gain thresholds
Remote monitoring: Ability to update software monitoring algorithms or monitor performance remotely via IP connection or RS232 directly via a network or laptop based monitoring tool		Fully Compliant
Remote Resetting: Ability to reset MCPA remotely via network monitoring tool in the event of "latch" condition		Fully Compliant
Amplifier Auto-Configuration: The ability of the amplifier to support programmable gain, alarm thresholds when transferred from one site to another		Fully Compliant. This feature is automatically enabled and requires no user intervention.

CONFIDENTIAL TREATMENT

Power Save capability: Ability to shut down a module when # of carriers or composite power required is less than supplied for a minimum time period. This should be implemented on a minimum of 2-module configuration with support for expandability up to 4.

No. This feature will be enabled upon mutually agreeable power conditions and configurations. Spectrian will initiate the technical discussions to arrive at an agreed upon specification.

2.2 INTERMODULATION TEST RESULTS

Intermodulation data provided here in is test results @ +25C for 24 CW tones at rated power spread uniformly over the cellular frequency band with middle frequency missing. TDMA/EDGE/GSM test data will be provided separately within 60 days. Test data is provided below.

2.3 TYPE ACCEPTANCE CERTIFICATION

The following table lists certification status for all products currently certified as well as planned products. Documentation for currently certified products is included in addendum.

PRODUCT	CERTIFICATION DATE (PLANNED)
MCPA 2100 100W module for cellular	Mar 1999
MCPS 2350 350W multi module shelf for Cellular	Mar 1999
MCPA 2135 135W module for cellular	(July 2001	)
MCPS 2500 500W multi module shelf for cellular	(July 2001	)
MCPA 4080 80W module for PCS	(Oct 2001	)
MCPS 4290 290W multi module shelf for PCS	(Oct 2001	)

2.7 REPAIR AND RETURN RATE WARRANTY REQUIREMENTS

Vendor agrees to provide to Cingular the network element failure rate quantity and percentage in a market by market basis.

•: For failed network elements returned to Vendor, Vendor agrees to a maximum of a [***] day repair turnaround.
•: Quarterly Failure rate of a network element shall be defined as the total quantity of a failed network element
•: returned by all Cingular markets for repair in a quarter (3 months) divided by the total quantity in service in all Cingular markets.
•: Yearly Failure rate of a network element shall be defined as the total quantity of a failed network element by all Cingular markets for repair in a rolling year period divided by the total quantity in service in all Cingular markets.

CONFIDENTIAL TREATMENT

•: If the failure rate exceeds [***] during a rolling year period on any network element, Vendor agrees to perform root cause analysis and take corrective action to reduce the failure rate of the network element.

Catastrophic Failure

Vendor agrees to reimburse Cingular for [***] when the failure rate(excluding no-fault-found returns) exceeds [***] per year. The failure rate shall be computed every quarter, using 3 months rolling average method based upon actual date of failure. The reimbursement will start when the three months rolling average exceeds [***] over two consecutive quarters and it will continue until such time that the failure rate falls bellow [***] over any three month period. Cingular agrees that [***].

2.8: LISTING OF SUCCESSFUL INTEGRATIONS EFFORTS WITH MAJOR INFRASTRUCTURE VENDORS/CUSTOMERS TO DATE (CUSTOMER, VENDOR, RBS PRODUCT TYPE, YEAR, and STATUS of INTEGRATION)

Vendors are instructed to complete the below table for each customer, infrastructure vendor and product type during the past 2 years and identify the current status of any integration trials with the latest versions of product

CUSTOMER	INFRASTRUCTURE (Nortel, Lucent, Ericsson)	RBS PRODUCT TYPE (Ericsson 882, Lucent Series 2)	YEAR	STATUS OF INTEGRATION
[],[]	[]*	[]*	[]*	[]*
[]*	[]*	[]*	[]*	[]*
[]*	[]*	[]*	[]*	[]*
[]*	[]*	[]*	[]*	[]*
[],[]	[]*	[]*	[]*	[]*
[]*	[]*	[]*	[]*	[]*
[],[]	[]*	[]*	[]*	[]*
[]*	[]*	[]*	[]*	[]*
[]*	[]*	[]*	[]*	[]*
[],[]	[]*	[]*	[]*	[]*
[]*	[]*	[]*	[]*	[]*

3. VENDOR SUPPORT PROVIDED

•: Vendor support documentation is provided in addendum.

4. PRODUCT DEVELOPMENT PLANS FOR NEXT 2 YEARS

Product development plans are included below.

5 Technical Requirements

5.1 Overview

The MCPS2000 system is a modular, ultra-linear cellular-frequency amplifier system providing up to 500 Watts per shelf. The MCPS2000 family is based on 2 basic MCPA modules, the MCPA2100 and MCPA2135, providing up 100W and 135W respectively. The MCPS2000 family can amplify any number of signal carriers using AMPS, CDPD, IS-136 TDMA, or IS-95 CDMA modulation up to the maximum rated system output power.

The MCPS2000 system consists of a rack mounted shelf containing up to 4 MCPA amplifier modules per shelf, providing maximum flexibility and opportunity for future growth. The MCPA2100 is a 100

CONFIDENTIAL TREATMENT

Watt amplifier module, while the MCPA2135 is a 135 Watt module. Both modules are interchangeable within the MCPS2000 system allowing for system upgrade by simply swapping modules.

The MCPS2000 amplifier system can be provided in a variety of configurations. Mounting kits are available for installation in 19-inch, 23-inch, 600mm, 24-inch, or 25-inch equipment racks. Multi-module shelves are 8 RU (14 in.) high. Single module shelves are 3 RU (5.25 in.) high.

The MCPS2000 system also has a single RF input for the combined input signals, and a single RF output to the transmit filter.

Figure 1—System Block Diagram

CONFIDENTIAL TREATMENT

5.2 Technical Performance

Parameter	SBC Requirement	Spectrian Compliance
Frequency Range	869 - 894 MHz	869 - 894 MHz
Gain Variation	+/- 0.6 dB over DC input range	+/- 0.5 db 26 to 28 V, over temp
Intermodulation Distortion	>65 dbc average over temperature and DC input voltage with 24 TDMA carriers over continuous spectrum	65 dbc for Amps, TDMA IS136 and IS95 CDMA
Gain	Adjustable necessary to achieve required output power per carrier	>15 dB gain adjustment for output power setting.
Operating Temperature	0 to 50 deg C	0 to 50 deg c
DC Input Voltage	+24 to +28 VDC	+24 to +28 VDC
Input signal type	AMPS (FM), TDMA (/4DQPSK), EDGE (8PSK), WCDMA, 1XRTT, HDR, GSM or any combination	AMPS, TDMA IS-136, EDGE CDMA IS-95, HDR
Output Power per Carrier	Any power per carrier up to composite power available using hybrid combiner capable of supporting minimum 24 carriers	Total composite power available is 350W with the MCPA2100 or 500W for the MCPA2135 using hybrid combiners supporting 12, 24 or 36 carriers.

5.3 Composite Power and DC Current

MCPA2100 100 Watt modules

# RF Modules	RF Output Power	I_(Max), 27 VDC
1	100W	44 Amps
2	175W	90 Amps
3	260W	135 Amps
4	350W	175 Amps

MCPA2135 135 Watt modules

# RF Modules	RF Output Power	I_(Max), 27 VDC
1	135W	60 Amps
2	235W	120 Amps
3	350W	175 Amps
4	500W	210 Amps

5.4 Alarm and Control

The MCPS2000 system provides visual status information through front-panel LED indicators. Status information is also transmitted via a front-panel RS-232 port using Spectrian's optional Graphical User Interface program.

The MCPS2000 can also be optionally equipped with additional alarm and control interfaces, including dry-contact or TTL alarm connections RS-232 or RS-422 interfaces to network operations and administration systems.

CONFIDENTIAL TREATMENT

The default alarm limit settings and analog protection circuit operation for the MCPS2000 family of MCPA amplifier systems is summarized below. The information contained herein is provided for reference only. Guaranteed specification limits must be negotiated between prospective customers and Spectrian. There are three levels of the alarm/protection hierarchy:

•: Analog Protection Circuits—Configured in hardware design to protect the MCPA.
•: MCPA Module Alarms—Most are software configurable for specific applications.
•: Amplifier System Alarms—Summarizes MCPA and Alarm Management Module status.

In general, the analog protection circuit limits are set by design, and may not be changed. However, the MCPA alarm limits are software configurable, and may be tailored to meet customer alarm specifications. Individual MCPA alarms are not displayed on the module front panel, but are accessible through Spectrian's Graphical User Interface (GUI) software. System level alarms are summaries of the module alarm status (minor/major/critical), as well as the Amplifier Management Module (AMM) and the communication link between the modules and the AMM.

5.4.1 MCPA Module Analog Protection Circuits

The MCPS2000 MCPA module design incorporates analog protection circuits to prevent MCPA module damage by common misuse conditions. The circuits react automatically to the conditions shown in the table below with the limits set as noted. These limits are not adjustable by software configuration.

Control	Condition	Speed	Latch
Input Overdrive	> 10 dbm @ Input (configured for 57 dB module gain)	2 msec	No
Main Amp Overdrive	> 4 dbm @ Vectormodulator Input	35 sec	No
Error Amp Overdrive	> -7 dbm @ Vectormodulator Input	35 sec	No
Over voltage Clamp	Internal DC line is limited to 28V by linear regulation up to 30V input	10 msec	No
Circuit Breaker	> 60 A current draw	25 msec	Yes

Table 1 Analog Protection Circuits

5.4.2 MCPA Module Alarms

The set points, delay, reset points, and latching conditions of all three types of alarms are software configurable. Some Minor alarm settings can be specified by the customer but must be agreed upon between the customer and Spectrian prior to installation or modification. Alarm limits for Major and Critical Alarms are fixed and can not be modified, insuring long term reliability of the MCPA module.

5.5 Amplifier Management Unit

The Amplifier Management Unit (AMU) monitors and controls performance of the various subassemblies within the RF module. The AMU provides operating status information via front panel LEDs. Within a multi-module system, the AMU provides status to the MCPS2000 AMM.

5.6 Hot Swap and Power Save

The MCPS2000 is designed to enable system maintenance without removing the amplifier from service. In multi-module, high power systems, the RF modules can be hot-swapped during operation without affecting calls in process. In addition, the individual amplifier modules can be remotely disabled and enabled for power save during low traffic periods via the RS-232 interface.

CONFIDENTIAL TREATMENT

5.6.1 Constant Gain

A unique feature of the MCPS2000 system is its ability to maintain constant gain when any MCPA module is removed or disabled. The AMM determines which MCPA module is removed or disabled and automatically balances the system to provide constant gain thereby eliminating the need for re-calibration of the system gain.

5.7 Graphical User Interface

The graphical user interface (GUI) for the MCPS2100 provides system input and control as well as report current operating conditions. Through this interface the user can modify operating parameters, configuration information, and monitor the current health of the system. In a multi-module configuration the GUI provides both an overall system interface (via AMM) as well as direct access to the individual RF modules.

5.8 Mechanical

The MCPS200 system can be provided with a variety of product specific applications including: stand-alone for integration into existing equipment or in a multi-sector indoor transmit cabinet of up to 3 sectors. A telecommunications rack is also available. The indoor transmit cabinet, or ITCS2000 system includes the MCPS2000 shelf and all necessary input hybrid combiners and Tx filters for a complete system solution. For Ericsson applications, all RF and DC connections are provided from the front panel access. Numerous cable kits have been designed to enable the customer to provide custom product applications within select OEM radio equipment.

Power	Dimensions (W x D x H)	Description
100W or 135W	5.25" x 18" x 14"	Single module with communication interface
100W or 135W	19" x 18" x 3 RU	Single module configuration in 19 in. housing
100W or 135W	23" x 18" x 3 RU	Single module configuration in 23 in. housing
175W to 260W	19" x 18" x 8 RU	2 to 3 MCPA-2100 modules combined in a multi-module shelf
175W to 350W	23" x 18" x 8 RU	2 to 4 MCPA-2100 modules combined in a multi-module shelf
240W to 350W	19" x 18" x 8 RU	2 to 3 MCPA-2135 modules combined in a multi-module shelf
240W to 500W	23" x 18" x 8 RU	2 to 4 MCPA-2135 modules combined in a multi-module shelf
175 to 500 W per sector		Up to 3 MCP-S2000 shelf systems installed in a ITCS-2000 indoor transmit cabinet with input combiners and Tx filters

Table 2 System Configurations

5.9 Intermodulation Data

The following pages show test data showing the intermodulation performance of a 350-watt system with 24 carriers. The data shows IMD performance of—65 dbc. In addition, Spectrian has done simulation to determine the effects of downlink power control and have determined no detrimental effects in performance. Since Spectrian's multi-carrier amplifiers are designed for high PK-Avg ratio of >10 dB, the EDGE carriers do not downgrade Spectrian MCPA performance.

CONFIDENTIAL TREATMENT

6. Pricing

CELLULAR

					SUBRACKS₁
Quantity per year	RACKS (Ericsson and Nortel) ITCS-2200	RACKS (Lucent Configurations, including combiners and DC converters) ITCS-2000	COMBINERS (Ericsson and Nortel only) 02-000158	PRE-AMPLIFIERS (including power supply) (for Lucent only) MCPR2100	4 way MCPS200 0-000	3 way MCPS2000- 000	2 way MCPS200 0-000	1 way MCPS2 000-004	AMPLIFIER MODULES MCPA 2135 135 WATTS PER MODULE
[]*	[]*	[]*	[]*	[]*	[]*	[]*	[]*	[]*	[]*
[]*	[]*	[]*	[]*	[]*	[]*	[]*	[]*	[]*	[]*
[]*	[]*	[]*	[]*	[]*	[]*	[]*	[]*	[]*	[]*
[]*	[]*	[]*	[]*	[]*	[]*	[]*	[]*	[]*	[]*
[]*	[]*	[]*	[]*	[]*	[]*	[]*	[]*	[]*	[]*
[]*	[]*	[]*	[]*	[]*	[]*	[]*	[]*	[]*	[]*

PCS

					SUBRACKS₁
Quantity per year	RACKS (Ericsson and Nortel) ITCS-4200	RACKS (Lucent Configurations, including combiners and DC converters) ITCS-4100	COMBINERS (Ericsson and Nortel only) 02-000158-XXX	PRE-AMPLIFIERS (including power supply) (for Lucent only) MCPR4100	4 way MCPS2000- 000	3 way MCPS2000- 000	2 way MCPS200 0-000	1 way MCPS2 000-004	AMPLIFIER MODULES MCPA4080 80WATTS PER MODULE
[]*	[]*	[]*	[]*	[]*	[]*	[]*	[]*	[]*	[]*
[]*	[]*	[]*	[]*	[]*	[]*	[]*	[]*	[]*	[]*
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[]*	[]*	[]*	[]*	[]*	[]*	[]*	[]*	[]*	[]*

Note 1: The subracks are identical for the 2, 3 and 4 way configurations. The appropriate Spectrian model number is shown in each product heading.

SPECTRIAN CORPORATION		CINGULAR WIRELESS LLC
Signed	/s/ JOSEPH MADDEN	Signed	/s/ PETE BELESICK
Name	Joseph Madden	Name	Pete Belesick
Title	Vice President, Marketing	Title	Director—SCM
Date	August 15, 2001	Date	September 13, 2001

CONFIDENTIAL TREATMENT

Appendix 3
Performance Report Card
August 14, 2001

This document provides the framework from which the Performance Report Card will be measured. The intent of the Performance Report Card is to measure MCPA Vendor's performance in areas critical to Cingular. MCPA Vendor's performance below the set target may lead to contract termination as specified below for the applicable area. Results shall be tracked monthly with quarterly written reporting for the entire Performance Report Card unless otherwise specified in this Appendix.

Performance Report Card areas consist of the following:

1.: System Down Time
2.: Module and Delivery Performance
3.: Repair and Return
4.: Vendor provided Webpage development and progress
5.: Customer Service Requests (CSRs)
6.: PRD (Product Requirement Document) Delivery Time Measures

Definition of Systems

Systems to be included in the performance measurements for down time are those systems directly impacting the ability to collect revenue. Depending on the hierarchical position of a System in the Network, different weight may be applied when calculating liquidated damages.

Systems to be included in the Performance Report Card are:

Network Element		Description
MCPA System		Consists of MCPA modules, subracks, combiners, filters
MCPA Module		Multicarrier Power Amplifier
Subrack		Mechanical hardware and software for combining multiple MCPA modules
Hybrid Combiner		Passive resistive network for combining multiple RF signals onto one RF output prior to input into MCPA system
Rack		Mechanical hardware for stacking multiple subracks

1. System Down Time

A. Definition
System Down Time is defined as unscheduled, MCPA Vendor attributed System Downtime and/or Complete Cellsite Failure (CCF). CCF is defined as 95% or greater call or transaction inhibition or any CCF related inability to collect revenue. MCPA Vendor and Cingular agree to track System Down Time for all Cingular markets as defined in this Agreement.

B. System Down Time Determination

Sector or cells' related outage downtime will be measured from switch logs. Downtime for CCFs will be retrieved from site alarm report. In the event of CCF downtime, a post-CCF meeting between Cingular and MCPA Vendor will be held to mutually agree upon downtime minutes for each incident. CCF will be measured on Cingular Statistical Reporting system, billing records and transaction reports.

CONFIDENTIAL TREATMENT

Non-cell related system downtime will be measured as the time the services were unavailable for use at an application level, as measured by system logs. Customer and system impact for CCFs can be retrieved from switch reports from associated network elements. In the event of CCF downtime, a post-CCF meeting between Cingular and MCPA Vendor will be held to mutually agree upon downtime minutes for each incident. In the event that Cingular experiences a CCF on a System Element in a redundant solution without causing any degrade of service for the end-user, this shall not be tracked in this report card.

Both cell and non-cell downtime will be measured per quarter per included System Element. In the event of a cell failure, lower hierarchical nodes are not included in downtime calculations in order that only the root cause is measured.

2. MCPA MODULE Delivery Performance

MCPA Module Delivery Performance

A.

MCPA Vendor agrees to track the performance of the Timely Delivery and Installation of Product metric on a quarterly basis;

B.

MCPA Vendor agrees to track all EF&I orders and all furnish only MODULE Unit orders;

C.

EF&I and Furnish Only orders that include Third Party vendor equipment are specifically excluded from this metric;

D.

Cingular and MCPA Vendor agree that the target performance metric shall be:

I.: [***]% or greater of furnish only MCPA orders delivered on time.
II.: [***]% or greater for on time for System orders excluding Cingular initiated delays.

3. REPAIR AND RETURN

A.: MCPA Vendor agrees to track the performance of the Repair and Return metric of all repairable Modules, subracks, racks returned to MCPA Vendor, within the 90 days after execution of the Agreement. Such Repair and Return metric performance will be tracked monthly and reported quarterly;
B.: MCPA Vendor agrees to provide quarterly performance report via secure extranet web page
C.: [***]% or greater of the products (that are on the mutually agreed upon list) will be repaired and shipped back to Cingular within the contracted number of days* after receipt by MCPA Vendor;
D.: Non-MCPA Vendor OEM products and components are specifically excluded from tracking and measurement.

4. WEB PAGE DEVELOPMENT

A.

MCPA Vendor agrees to create, administer a secure Extranet HTML web page for the purpose of mutual exchange of information between Vendor and Cingular

B.

Information to be presented, made available within HTML web page includes , but is not limited to the following:

1.: Previous Sales Orders by Cingular per Cingular defined Region, Global Totals by Cingular listing, identifying order date, shipment date, shipment content, purchase order number
2.: Pending Orders by Cingular per Cingular defined Region, Globally

CONFIDENTIAL TREATMENT

3.: Failure Rate Tracking History per Cingular Region (or Globally) and part number (module, subrack, rack) for the past X years
4.: Product documentation for all equipment including installation manuals, product specification sheets for all components and subsections
5.: Account Team organization structure and MCPA vendor contact information
6.: Quarterly business review meeting presentation material
7.: Order Forecasts
8.: Training class schedules including synopsis of classes and instructor names.

5. CUSTOMER SERVICE RESPONSE (CUSTOMER SERVICE RESPONSE)

MCPA Vendor's RMA (Returned Merchandise Agreement) process will be used to record, track and measure CSR response times, and problems encountered by Cingular. MCPA Vendor will provide Cingular with quarterly written reports and root cause analysis for all Cingular CSRs using four (4) priority levels with associated resolution times as defined in the "Customer Support Services" Appendix D of this Agreement.

A.: Resolution Periods for CSRs.

The "Resolution Period" for each CSR shall begin at the time when MCPA Vendor is notified by Cingular of a problem requiring assistance. MCPA Vendor will issue a CSR record for every such event.

The Resolution period ends upon earlier of:

1.: The availability to Cingular of any approved permanent or temporary solution ("Solutions", including but not limited to changes, corrections, fixes, workarounds or other actions) by Cingular which resolves the defect or mitigates the defect until such time as the permanent solution is delivered; or
2.: The parties' agreement that such CSR needs no further attention.

The Resolution period specifically excludes time periods in which:

a.: MCPA Vendor and Cingular agree to temporarily suspend analysis of the reported problem while waiting for Cingular to supply or allow MCPA Vendor to retrieve additional requested information or data from Cingular (CSR Customer Pending state);
b.: MCPA Vendor has solved the problem and the solution is available for delivery and Cingular agrees that it is not necessary to deliver the solution in advance of its delivery in a standard software update package. (CSR Solved state);
c.: MCPA Vendor has delivered the solution to Cingular (CSR Delivered state);
d.: MCPA Vendor has delivered the solution to Cingular and Cingular has verified the solution. (CSR resolved state )
d.: MCPA Vendor and Cingular can not in good faith agree as to whether or not the provided solution corrects the reported problem (CSR Impasse state), ; or
e.: If the CSR requires feature development and is requested by MCPA Vendor to be converted to a PRD with a software release confirmed by MCPA Vendor, per Section 7 below, then the CSR will be closed.

CONFIDENTIAL TREATMENT

MCPA Vendor is committed to use all reasonable efforts to identify temporary program changes or work-around procedures to minimize the effects of the defects. Cingular and MCPA Vendor may mutually agree to negotiate an extension on CSRs that describe highly complex problems requiring additional time to resolve.

B.: Resolution Times

The resolution times to which MCPA Vendor agrees to adhere to are as follows:

Critical priority		[***]
High priority		[***]
Medium priority		[***]
Low priority		[***]

C.: Reassignment of CSRs

In the event, MCPA Vendor and Cingular jointly determine that the resolution of the CSR requires (i) a new feature (a billable enhancement to the system which would clearly generate revenue or significantly reduce operating costs to Cingular) or(ii) an enhancement (a modification to an existing capability, or to support an existing capability that would increase efficiency or ease of use) rather than a non-compliance to Specifications, and MCPA Vendor desires to reassign the existing CSR ticket to the Cingular PRD process, then MCPA Vendor will notify the CSR originator and Cingular Vendor Management by e-mail and the parties shall mutually agree upon a date that the PRD process will begin.

6. PRD (Hardware and Software) Delivery Time Measure

Once the Cingular's PRD is transitioned to an MCPA Vendor's MRD (Market Requirement Document), the MRD will go through a feasibility study exercise. If the MRD is approved for development, MCPA Vendor will define the availability in which the MRD will be delivered.

MCPA Vendor will be measured by meeting the release dates of all MRDs (hardware and/or software). Furthermore, MCPA Vendor will be committed to implementing a process to release features and/or enhancements between versions releases.

7. Critical HW Failures for Base Stations

MCPA Vendor and Cingular agree to work together to define a process to track the MTBF (Mean Time Between Failures) values for all critical MCPA equipment, within 60 days after execution of this agreement, as needed for previous sections.

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Exhibit 10.56

Master Supplier Agreement Between Spectrian Corporation And Cingular Wireless LLC
TABLE OF CONTENTS
Appendix 1 aka Exhibit A 081401 Scope of Work

CONFIDENTIAL TREATMENT

Appendix 3 Performance Report Card August 14, 2001
EX-10.57 5 a2081860zex-10_57.htm EXHIBIT 10.57
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Exhibit 10.57

NOTICE OF TERMINATION

This Notice of Termination ("Notice") pursuant to Section 4.1(D) to that certain Employment Agreement dated as of April 1, 2000 ("Original Agreement") given by Spectrian Corporation, a Delaware corporation (the "Company"), to Garrett A. Garrettson ("Executive"), who acknowledges below that he agrees to the provisions herein. Terms not defined herein shall have the meanings set forth in the Original Agreement.

WHEREAS, Section 4.1(D) provides that the Executive's employment pursuant to the Original Agreement may be terminated by the Company at any time during the Employment Period (as defined in Section 3.1 of the Original Agreement) by written notice;

Pursuant to Sections 4.1(D) and 4.5(B) of the Original Agreement, the Parties hereby agree that:

1. Date of Termination. The Date of Termination as an employee of the Company, as defined in Section 4.3 of the Original Agreement shall be March 31, 2002.

2. Termination Without Cause. The Parties agree that the Company has the right to terminate the Executive's employment at any time and that this Notice provides that the Executive's termination will be without cause pursuant to Section 4.1(D) of the Original Agreement.

3. Board of Directors. The Executive shall cease to serve as Chairman of the Board of Directors of the Company at any time requested in writing by the Chief Executive Officer of the Company (the "CEO"), and shall resign as a member of the Company's Board of Directors pursuant to Section 4.7 of the Original Agreement if asked to do so.

4. Continued Employment; Third-Party Employment. From October 1, 2001 to March 31, 2002, Executive shall continue to perform his responsibilities as the Technical Strategist of the Company on a half-time basis and his duties shall be those determined by the CEO. Executive may be employed by a third party during the period from October 1, 2001 to March 31, 2002; provided, however, that such other employment shall not (i) be with a company competitive with the Company, (ii) cause Executive to have a conflict of interest with respect to his duties to the Company, (iii) cause Executive to violate his invention assignment and nondisclosure agreement with the Company or (iv) interfere in a material manner with the Executive's performance of his responsibilities as the Technical Strategist of the Company.

5. Consideration. The Company shall provide the Executive with the consideration set forth in Section 4.5(B) of the Original Agreement, including extension of Executive Care Plan medical benefits through March 31, 2003. The parties hereby acknowledge for purposes of the Executive's ability to exercise his options to purchase the Company's Common Stock, any such options not exercised prior to March 31, 2003 shall terminate on such date and shall no longer be exercisable in whole or in part.

6. Release of Claims. The Company and the Executive agree that the foregoing consideration represents settlement in full of all outstanding obligations owed to each other. The Company and the Executive, on their own behalf, and on behalf of their respective heirs, family members, executors officers, directors, employees, investors, shareholders, trusts, administrators, affiliates, divisions, subsidiaries, predecessor and successor corporations and assigns, hereby fully and forever release each other and their respective heirs, family members, executors, officers, directors, employees, investors, shareholders, trusts, administrators, affiliates, divisions, subsidiaries, predecessor and successor corporations and assigns, from, and agree not to sue each other concerning, any claim, duty, obligation or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that either party may possess arising from any omissions, acts or facts relating to the

Company that have occurred up, until and including the Date of Termination including, without limitation:

(a) any and all claims relating to or arising from Executive's employment relationship with the Company and the termination of that relationship;

(b) any and all claims relating to, or arising from, Executive's right to purchase, or actual purchase of shares of stock of the Company, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law;

(c) any and all claims for wrongful termination of employment; termination in violation of public policy; discrimination; breach of contract, both express and implied; breach of a covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; and conversion;

(d) any and all claims for violation of any federal, state or municipal statute, including, but not limited to, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Age Discrimination in Employment Act of 1967, the Americans with Disabilities Act of 1990, the Fair Labor Standards Act, the Executive Retirement Income Security Act of 1974, The Worker Adjustment and Retraining Notification Act, Older Workers Benefit Protection Act; the California Fair Employment and Housing Act, and Labor Code section 201, et seq. and section 970, et seq.;

(e) any and all claims for violation of the federal, or any state, constitution;

(f) any and all claims arising out of any other laws and regulations relating to employment or employment discrimination; and

(g) any and all claims for attorneys' fees and costs, except as provided herein.

The Company and the Executive agree that the release set forth in this Section 6 shall be and remain in effect in all respects as a complete general release as to the matters released. This release does not extend to any obligations incurred under the Original Agreement or this Notice.

7. Civil Code Section 1542. The Company and the Executive represent that they are not aware of any claims against each other except for those claims that are released by the Original Agreement and this Notice. Moreover, the Company and the Executive agree and represent that it is within their contemplation that they may have claims against each other of which, at the time of the execution of this Notice, they have no knowledge or suspicion, but that this Notice extends to claims in any way based upon, connected with or related to the matters described in paragraph 6, whether or not known, claimed or suspected by the Company and the Executive. The Company and the Executive acknowledge that they are familiar with the provisions of California Civil Code Section 1542, which provides as follows:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.

The Company and the Executive, being aware of said Code Section, and any other similar state or federal statute, agree to expressly waive any rights they may have thereunder, as well as under any other statute or common law principles of similar effect.

8. Acknowledgment of Waiver of Claims under ADEA. Executive acknowledges that he is waiving and releasing any rights he may have under the Age Discrimination in Employment Act of 1967 ("ADEA") and that this waiver and release is knowing and voluntary. Executive and the Company agree that this waiver and release does not apply to any rights or claims that may arise under the ADEA after the Date of Termination. Executive acknowledges that the consideration given for this waiver and release is in addition to anything of value to which Executive was already entitled. Executive further acknowledges that he has been advised by this writing that (a) he should consult with an attorney prior to executing this Notice; (b) he has at least twenty-one (21) days from the date he receives this Notice within which to consider this Notice; (c) he has at least seven (7) days following the execution of this Notice by the parties to revoke this Notice; and (d) this Notice shall not be effective until the revocation period has expired. Any revocation should be in writing and delivered to Thomas Waechter, by close of business on the seventh day from the date that Executive signed this Notice. Executive understands that, although Executive has twenty-one (21) days to consider this Notice, Executive may accept the terms of this Notice at any time within those twenty-one (21) days.

9. No Other Amendments to Original Agreement. The remaining terms of the Original Agreement shall remain in force and effect without regard to this Notice, and this Notice shall become a part of the Original Agreement as if made on and incorporated as of the date of such agreement.

10. No Oral Modification. This Notice may not be altered, amended, modified or otherwise changed in any respect or particular except by a writing signed by Executive and the Chief Executive Officer of the Company.

11. Governing Law. This Notice shall be governed by the laws of the State of California.

12. Counterparts. This Notice may be executed in counterparts, and each counterpart shall have the same force and effect as an original and shall constitute an effective, binding agreement on the part of each of the undersigned. The Notice may be transmitted by facsimile or otherwise.

IN WITNESS WHEREOF, the Parties have executed this Notice on the respective dates set forth below.

Dated: September 30, 2001	SPECTRIAN CORPORATION
	By:	/s/ MICHAEL D. ANGEL Michael D. Angel Executive Vice President and Chief Financial Officer
ACKNOWLEDGED AND ACCEPTED:
Garrett A. Garrettson, an individual
/s/ GARRETT A. GARRETTSON Garrett A. Garrettson
Dated: September 30, 2001

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Exhibit 10.57

NOTICE OF TERMINATION
EX-10.58 6 a2081860zex-10_58.htm EXHIBIT 10.58
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Exhibit 10.58

MODIFICATION TO
LOAN AND SECURITY AGREEMENT

THIS MODIFICATION TO LOAN AND SECURITY AGREEMENT (the "Modification") is entered into as of June 5, 2002, by and between SILICON VALLEY BANK (the "Bank"), a California-chartered bank whose address is 3003 Tasman Drive, Santa Clara, California 95054, and SPECTRIAN CORPORATION, a Delaware Corporation (the "Borrower"), whose address is 350 W. Java Drive, Sunnyvale, California 94089 in reliance upon the following:

RECITALS

A. On or about December 1, 1997, the Borrower and the Bank entered into that certain Loan and Security Agreement, which was subsequently superceded and restated in full pursuant to an Amended and Restated Loan and Security Agreement dated August 9, 1999, and further modified by those certain Loan Modification Agreements dated May 28, 1999, November 24, 1999, January 31, 2000, May 2, 2000, August 15, 2000, April 16, 2001, May 23, 2001, and September 28, 2001 (the Amended and Restated Loan and Security Agreement and all Loan Modification Agreements collectively referred to herein as the "Loan Agreement"), pursuant to which the Bank made available to the Borrower a Committed Revolving Line (the "Revolving Line") in the principal amount of up to Ten Million Dollars ($10,000,000). Each capitalized term used in this Modification shall have the meaning accorded to it in the Loan Agreement unless it is otherwise defined herein.

B. The Borrower and the Bank hereby agree to amend the Loan Agreement further as follows, all subject to the terms and conditions of this Modification.

AGREEMENT

NOW, THEREFORE, in reliance upon the foregoing and in consideration of the mutual covenants set forth herein and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto agree as follows:

1. Modification of Certain Provisions.

1.1 Amendment of Section 2.1.2 of the Loan Agreement. Section 2.1.2 of the Loan Agreement is hereby amended and restated to read in full as follows:

2.1.2 Letters of Credit.

Bank will issue or have issued Letters of Credit, and Import, Export, or Standby Letters of Credit, for Borrower's account in an aggregate face amount not to exceed the Committed Revolving Line minus the sum of (i) the then-outstanding principal balance of the Advances, plus (ii) all amounts then outstanding under the Cash Management Services Sublimit plus (iii) the Foreign Exchange Sublimit; provided, however, that the face amount of outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit) may at no time exceed the Committed Revolving Line. Each Letter of Credit will have an expiry date of not later than 180 days after the Revolving Maturity Date, but Borrower's reimbursement obligation will be secured by cash on terms acceptable to Bank at any time after the Revolving Maturity Date if the term of this Agreement is not extended by Bank. Borrower agrees to execute any further documentation in connection with the Letters of Credit as Bank may reasonably request.

1.2 Amendment of Section 2.1.3 of the Loan Agreement. Section 2.1.3 of the Loan Agreement is hereby amended and restated to read in full as follows:

2.1.3 Foreign Exchange Sublimit.

To the extent that the Foreign Exchange Sublimit (as calculated herein) is not exceeded, Borrower may enter into foreign exchange forward contracts with Bank under which Borrower

commits to purchase from or sell to Bank a set amount of foreign currency more than one Business Day after the contract date (the "FX Forward Contract"). The Foreign Exchange Sublimit (the "Foreign Exchange Sublimit") shall be an amount equal to 10% of the face amount of all outstanding FX Forward Contracts; provided, however, that at no time may the aggregate face amounts of all FX Forward Contracts exceed ten times the amount of the Foreign Exchange Sublimit, and the Foreign Exchange Sublimit may never exceed the Committed Revolving Line minus the sum of (i) the then- outstanding principal balance of the Advances, plus (ii) all amounts then outstanding under the Cash Management Services Sublimit plus (iii) the face amount of outstanding Letters of Credit. The aggregate amount of the Foreign Exchange Sublimit shall at all times reduce, on a dollar-for-dollar basis, the amount otherwise available to be borrowed under the Committed Revolving Line. Bank may terminate the FX Forward Contracts if an Event of Default occurs.

1.3 Addition of New Section 2.1.4 to the Loan Agreement. Section 2.1.4 is hereby added to the Loan Agreement to read in full as follows:

2.1.4 Cash Management Services Sublimit.

Borrower may use up to $10,000,000 of the amounts available under Section 2.1.1(a) (the "Cash Management Services Sublimit") for Bank's Cash Management Services, which may include merchant services, business credit card, automated clearing house transactions, and controlled disbursement accounts identified in various cash management services agreements related to such services (the "Cash Management Services"). All amounts at any one time outstanding under the Cash Management Services Sublimit will reduce, on a dollar-for-dollar basis, the amount otherwise available to be borrowed under the Committed Revolving Line. Any amounts Bank pays on behalf of Borrower, and any amounts that are not promptly repaid by Borrower, for any Cash Management Services will be treated as Advances under the Committed Revolving Line and will accrue interest at the rate for Advances. Borrower agrees to execute any further documentation in connection with the Cash Management Services as Bank may request.

1.4 Amendment of Section 6.7(i) of the Loan Agreement. Clause (i) of Section 6.7 of the Loan Agreement is hereby amended and restated to read in full as follows:

(i) Quick Ratio. A ratio of Quick Assets plus marketable securities to Current Liabilities of at least 2.50 to 1.00.

1.5 Amendment and Restatement of Section 6.7(iii) of the Loan Agreement. Clause (iii) of Section 6.7 of the Loan Agreement is hereby deleted in its entirety and replaced with the following new clause (iii):

(iii) Minimum Balance Sheet Cash. Borrower shall at all times maintain at least Sixty Five Million Dollars ($65,000,000) in cash and marketable securities on its balance sheet, determined in accordance with GAAP.

1.6 Amendment of Section 7.3 of the Loan Agreement. Loan Agreement Section 7.3 entitled "Mergers or Acquisitions" (referenced incorrectly in that certain Loan Modification Agreement dated May 28, 1999 as Section 6.3) is hereby amended and restated to read in full as follows:

7.3 Mergers or Acquisitions.

Merge or consolidate, or permit any of its Subsidiaries to merge or consolidate, with or into any other business organization, or acquire, or permit any of its Subsidiaries to acquire, all or substantially all of the capital stock or property of another Person, except for (i) such transactions that do not involve an amount that in the aggregate exceeds Seventy Five Million Dollars ($75,000,000) through the Revolving Maturity Date; (ii) without the prior consent of the Bank

(which consent may be granted or withheld in the Bank's sole discretion), an acquisition for more than Twenty Million Dollars ($20,000,000) in cash through the Revolving Maturity Date; or (iii) being acquired by REMEC Corp and upon the consummation of such acquisition the Borrower is a wholly-owned subsidiary of REMEC Corp.; provided, however, that in each of the foregoing situations an Event of Default has not occurred and is continuing or would exist after giving effect to such action.

1.7 Modification of Section 13.1 of the Loan Agreement. The following defined term under Section 13.1 is hereby amended to read in full as follows:

"Revolving Maturity Date" is June 4, 2003.

2. Reaffirmation of Obligation to Repay. The Borrower acknowledges that the Loan Documents fully and accurately reflects and constitutes the valid and enforceable obligations of the Borrower to the Bank, and the Borrower remains fully obligated to perform all covenants thereunder and has no defenses to or offsets against such obligations.

3. Conditions to Effectiveness. The following conditions must be satisfied in full, or waived in writing by the Bank, before this Modification shall be effective and the Bank shall become obligated hereunder.

3.1. Execution and Delivery of Documents. The Borrower shall have executed and delivered to the Bank this Modification, and the Bank shall have received any and all other instruments and documents contemplated hereby or otherwise reasonably requested by the Bank, all in form and substance acceptable to the Bank.

3.2 Representations and Warranties; No Default. The representations and warranties of the Borrower as set forth in the Loan Agreement shall be true and correct as of the date on which this Modification becomes effective, and no Event of Default shall have occurred and be continuing as of such date without cure.

3.3 Payment of Fees. Borrower shall have paid a loan fee in an amount equal to Twenty-five Thousand Dollars ($25,000), plus all Bank Expenses incurred in entering into this Modification.

4. Continued Full Force and Effect. Except to the extent expressly amended hereby, all of the terms and provisions of the Loan Agreement shall remain in full force and effect, and the lien in favor of the Bank in the Collateral shall be and remain a fully perfected senior lien upon all of the Collateral pursuant to the terms of the Loan Agreement, it being the intent of the parties that nothing herein shall affect or impair the Bank's rights or remedies under the Loan Agreement or its lien upon the Collateral. Henceforth, the term "Loan Agreement" shall be deemed to mean the Loan Agreement as modified and supplemented by the terms of this Modification, and any default of the Borrower hereunder shall constitute an Event of Default under the Loan Agreement.

5. General Provisions.

5.1 Choice of Law and Venue. This Modification shall be governed by and construed in accordance with the internal laws of the State of California, without regard to principles of conflicts of law, and any action or proceeding arising out of this Modification shall be commenced in the Superior Court of the State of California for the County of Santa Clara, or in the District Court of the United States in the Northern District of California.

5.2 WAIVER OF JURY TRIAL. EACH OF THE BORROWER, ON THE ONE HAND, AND THE BANK, ON THE OTHER HAND, WAIVES ITS RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR BASED UPON THIS MODIFICATION, THE LOAN AGREEMENT OR ANY CONTEMPLATED TRANSACTION,

INCLUDING CONTRACT, TORT, BREACH OF DUTY AND ALL OTHER CLAIMS. THIS WAIVER IS A MATERIAL INDUCEMENT FOR EACH OF THE PARTIES TO ENTER INTO THIS MODIFICATION. EACH PARTY HAS REVIEWED THIS WAIVER WITH ITS COUNSEL AND UNDERSTANDS THE RAMIFICATIONS THEREOF.

5.3 Entire Agreement. This Modification and the Loan Agreement, together with all of the instruments and documents delivered in connection herewith and therewith, constitute the entire agreement and understanding between the parties hereto with respect to the transactions contemplated hereunder and thereunder and supersede all prior negotiations, understandings and agreements between the parties with respect to such transactions.

5.4 Counterparts. This Modification may be executed and delivered in any number of counterparts, each of which shall be an original and all of which together shall constitute one and the same agreement.

[Remainder of Page Left Intentionally Blank]

5.5 Time of the Essence. Time is of the essence in the performance by each party of its obligations hereunder and the satisfaction of all conditions specified herein.

IN WITNESS WHEREOF, each of the parties hereto ahs caused its duly authorized representative to execute this Modification as of the date first set forth above.

BORROWER:		BANK:
SPECTRIAN CORPORATION, a Delaware corporation		SILICON VALLEY BANK, a California-chartered bank
By:	/s/ MICHAEL D. ANGEL	By:	/s/ BRADFORD H. LEAHY
Name:	Michael D. Angel	Name:	Bradford H. Leahy
Title:	Chief Financial Officer	Title:	Vice President

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Exhibit 10.58

MODIFICATION TO LOAN AND SECURITY AGREEMENT
EX-23.1 7 a2081860zex-23_1.htm EXHIBIT 23.1
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Exhibit 23.1

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-38561, 333-25435, 333-49081, 333-53079, 333-59905, 333-61085, 333-06385, 333-01046, 33-83832, 333-44046, 333-58066 and 333-84827) of Spectrian Corporation of our report dated April 17, 2002, except for Note 16, which is as of June 5, 2002, relating to the financial statements, which appears in this Form 10-K.

/s/ PRICEWATERHOUSECOOPERS LLP

PricewaterhouseCoopers LLP

San Jose, California
June 14, 2002

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Exhibit 23.1

CONSENT OF INDEPENDENT ACCOUNTANTS
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