Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 15, 2009, the Board of Directors (the "Board") of Endwave Corporation (the "Company") approved the following matters:
1. Adoption of Executive Officer Severance Plan. The Board adopted an Executive Officer Severance Plan for the benefit of executive officers of the Company other than Mr. Keible and Mr. Mikulsky. The only executive officers currently eligible for participation in this plan are the Company's Senior Vice Presidents, Curt Sacks, Steven Layton and Daniel Teuthorn. The Executive Officer Severance Plan provides that, in the event the employment of an Eligible Executive Officer (as defined in such plan) is terminated by the Company without Cause (as defined in such plan), or such Eligible Executive Officer terminates his employment for Good Reason (as defined in such plan) in accordance with the procedures set forth in such plan, and such termination occurs more than one month prior to any Change in Control (as defined in such plan), the Eligible Executive Officer will be entitled to receive as severance a lump sum an amount equal to the product of (a) the Eligible Executive Officer's then-current monthly base salary and (b) the greater of (1) six months of his then-current base salary or (2) one month of his then-current base salary for each full year of employment by the Company, up to a maximum of 12 months (such greater period, the "Benefits Period"), less deductions and withholdings. In addition, the Company will pay the Eligible Executive Officer's COBRA premiums for the Benefits Period. In the event such termination occurs within one month prior to, or within six months after, a Change in Control, the Benefits Period will be 12 months and all options to purchase Company common stock held by the Eligible Executive Officer will be fully vested upon such termination.
2. Amendment and Restatement of Prior Severance Plan. In connection with the adoption of the Executive Officer Severance Plan, the Board amended and restated the Company's existing Executive Officer Severance and Retention Plan to, among other things: (a) limit the officers eligible to participate thereunder to Mr. Keible and Mr. Mikulsky; and (b) rename the plan the "Senior Executive Officer Severance and Retention Plan." This plan was amended and restated by the Board previously in October 2008 to ensure such plan complied with Section 409A of the Internal Revenue Code. The amount or timing of benefits payable thereunder to Mr. Keible and Mr. Mikulsky were not modified from those adopted in October 2008.

ITEM 9.01. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

(c) Exhibits: Exhibit No. Exhibit Title 99.1 Executive Officer Severance Plan 99.2 Senior Executive Officer Severance and Retention Plan

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