This Severance Agreement (the “Agreement”) is made and entered into by and between Patrick J. Lawlor
(“Employee”) and Giga-tronics Incorporated, a California Corporation (the “Company”), effective as of June 3,
2010 (the “Effective Date”).
It is expected that the Company from time to time will consider the possibility of an acquisition by
another company or other change of control. The Board of Directors of the Company (the “Board”) recognizes
that such consideration can be a distraction to Employee and can cause Employee to consider alternative
employment opportunities. The Board has determined that it is in the best interests of the Company and its
stockholders to assure that the Company will have the continued dedication and objectivity of Employee,
notwithstanding the possibility, threat or occurrence of a Change of Control.
The Board believes that it is in the best interests of the Company and its stockholders to provide
Employee with an incentive to continue his or her employment and to motivate Employee to maximize the value of
the Company for the benefit of its stockholders.
The Board believes that it is imperative to provide Employee with certain benefits upon Employee’s
termination of employment without cause or following a Change of Control. These benefits will provide
Employee with enhanced financial security and incentive and encouragement to remain with the Company.
4. Certain capitalized terms used in the Agreement are defined in Section 5 below.
NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties hereto
agree as follows:
Term of Agreement . This Agreement will terminate upon the date that all of the obligations of the
parties hereto with respect to this Agreement have been satisfied.
At-Will Employment . The Company and Employee acknowledge that Employee’s employment is