MA COM INC, 10-Q, 1995-05-12

MA COM INC
10-Q, 1995-05-12
SEMICONDUCTORS & RELATED DEVICES

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------

FORM 10-Q

(Mark One)

(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the quarterly period ended April 1, 1995

( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the transition period from to
----------- -----------

Commission File No. 1-4236

M/A-COM, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)

Massachusetts 04-2090644
- ------------------------------- ---------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)

100 Chelmsford Street, Lowell, MA 01853-3294
-------------------------------------------------------
(Address of principal executive offices) (Zip Code)

(508) 442-5000
--------------
(Registrant's telephone number, including area code)

Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes (X) No ( )

As of May 8, 1995, M/A-COM, Inc. had outstanding 26,688,711 shares of Common
Stock, $1.00 par value (exclusive of 17,316,998 shares held in its treasury).

<PAGE>2

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

M/A-COM, INC.
AND SUBSIDIARIES

The accompanying condensed consolidated financial statements include, in the
opinion of management, all adjustments which are normal and recurring (with
the exception of the cumulative effect of a change in accounting for income
taxes in 1994) and necessary to a fair statement of the results for the
interim periods presented. Neither the results for the current period nor
comparison with the corresponding period of the preceding fiscal year should
be considered indicative of the results which may be expected for the fiscal
year ending September 30, 1995. These condensed consolidated financial
statements should be read in conjunction with the financial statements and
notes thereto contained in the Company's Annual Report on Form 10-K for the
fiscal year ended October 1, 1994.

We have engaged our independent accountants, Price Waterhouse LLP, to conduct
a limited review of the condensed financial information included in this
report for the quarter ended April 1, 1995. They have reported to us that
such review, which does not constitute an audit, has been completed in
accordance with standards established for such reviews by the American
Institute of Certified Public Accountants. They proposed no adjustments or
additional disclosure which they believed should be reflected in the
financial information accompanying this report. Price Waterhouse LLP's report
on their review is enclosed with this report.

<PAGE>3

<TABLE>
M/A-COM, INC.
AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF OPERATIONS
(In thousands, except per share amounts)
UNAUDITED
<CAPTION>
Three Months Ended Six Months Ended
------------------------------- -------------------------------
April 1, April 2, April 1, April 2,
1995 1994 1995 1994
------------------------------- -------------------------------
<S> <C> <C> <C> <C>
Net sales $ 92,969 $ 83,851 $174,578 $162,971
-------- -------- -------- --------
Costs and expenses:
Cost of sales 62,141 54,646 121,371 106,366
Company sponsored research
and development 4,162 5,959 8,421 10,669
Selling, general and
administrative expenses 23,566 20,087 44,139 39,558
Interest expense 2,307 2,334 4,563 4,589
Interest income (195) (129) (339) (265)
-------- -------- -------- --------
91,981 82,897 178,155 160,917
-------- -------- -------- --------
Income (loss) before income taxes
and cumulative effect 988 954 (3,577) 2,054
Income tax provision 477 482 977 812
-------- -------- -------- --------
Income (loss) before cumulative effect 511 472 (4,554) 1,242

Cumulative effect of a change in
accounting for income taxes -- -- -- 3,300
-------- -------- -------- --------
Net income (loss) $ 511 $ 472 $ (4,554) $ 4,542
======== ======== ======== ========
Income (loss) per share:
Income (loss) before
cumulative effect $ .02 $ .02 $(.17) $ .05
Cumulative effect of
accounting change -- -- -- .13
----- ----- ----- -----
Net income (loss) per share $ .02 $ .02 $(.17) $ .18
===== ===== ===== =====
Shares used in income (loss) per
share calculation 26,845 25,946 26,139 25,877
====== ====== ====== ======
See accompanying notes.
</TABLE>
<PAGE>4

<TABLE>
M/A-COM, INC.
AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEET
(In thousands)
<CAPTION>
----------------------------
April 1, October 1,
1995 1994
(Unaudited)
----------------------------
<S> <C> <C>
ASSETS
- ------
Current assets:
Cash and cash equivalents $ 7,061 $ 4,631
Marketable securities -- 1,250
Accounts receivable, net 69,398 70,001
Unbilled revenue under customer contracts 2,878 1,926
Inventories 63,233 60,827
Other current assets 10,951 10,842
--------- ---------
Total current assets 153,521 149,477
--------- ---------
Plant assets 270,152 262,218
Less - Accumulated depreciation (169,702) (158,729)
--------- ---------
100,450 103,489
--------- ---------
Other assets 52,140 55,666
--------- ---------
Total Assets $ 306,111 $ 308,632
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
Current liabilities:
Notes payable and current portion of
long-term debt $ 10,676 $ 6,518
Accounts payable-trade 14,529 14,968
Accrued liabilities and taxes 70,618 74,088
--------- ---------
Total current liabilities 95,823 95,574
--------- ---------

Long-term debt 67,217 67,599
--------- ---------
Other long-term liabilities 23,097 24,119
--------- ---------
Stockholders' equity:
Paid-in-capital 51,943 48,714
Retained earnings 68,031 72,626
--------- ---------
Total stockholders' equity 119,974 121,340
--------- ---------
Commitments and contingencies
Total Liabilities and Stockholders' Equity $ 306,111 $ 308,632
========= =========
See accompanying notes.
</TABLE>
<PAGE>5

<TABLE>
M/A-COM, INC.
AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(In thousands)
UNAUDITED
<CAPTION>
Six Months Ended
-------------------------------
April 1, April 2,
1995 1994
-------------------------------
<S> <C> <C>
Cash provided by continuing operating
activities $ 5,712 $ 272
-------- --------
Cash flows from investing activities:
Additions to plant assets (8,301) (7,648)
Sale of marketable securities 1,250 --
-------- --------
Cash applied to investing activities (7,051) (7,648)
-------- --------
Cash flows from financing activities:
Net proceeds from short-term borrowings 15,196 3,193
Repayment of debt (11,746) (385)
Stock options exercised 437 1,047
Other (41) --
-------- --------
Cash provided by financing activities 3,846 3,855
-------- --------
Cash applied to discontinued operations (77) (2,380)
-------- --------
Increase (decrease) in cash and cash
equivalents 2,430 (5,901)

Cash and cash equivalents at
beginning of period 4,631 10,024
-------- --------
Cash and cash equivalents at
end of period $ 7,061 $ 4,123
======== ========
See accompanying notes.
</TABLE>
<PAGE>6

M/A-COM, INC.
AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements
- ----------------------------------------------------
(Unaudited except for October 1, 1994 amounts)

Note 1 - Changes in the Business

On March 10, 1995, the Company entered into an Agreement and Plan of Merger
(the "Merger Agreement") with AMP Incorporated ("AMP") and AMP Merger Corp.
("Merger Sub"), a wholly owned subsidiary of AMP. AMP is a leading producer
of electrical and electronic connection devices. Merger Sub was incorporated
in February 1995 for purposes of the Merger (as hereinafer defined) and
engages in no other business. Pursuant to the Merger Agreement, Merger Sub
will merge with and into the Company and the Company will survive such merger
(the "Merger") as a wholly owned subsidiary of AMP. In connection with the
Merger, holders of outstanding shares of the Company's common stock will
receive .28 of one share of common stock of AMP for each share of the
Company's common stock. The Merger Agreement will be considered and voted
upon at a special meeting of the stockholders of the Company (the "Special
Meeting"), which is expected to take place in June 1995. The consummation of
the Merger is conditioned upon the holders of at least two-thirds of the
issued and outstanding shares of the Company's common stock entitled to vote
at the Special Meeting voting to approve and adopt the Merger Agreement. In
addition, the closing of the transaction is subject to certain other terms
and conditions contained in the Merger Agreement.

Note 2 - Restructuring Costs and Unusual Items

During the second quarter of 1995, the Company sold a previously vacated
facility in Merrimack, New Hampshire for approximately $1.3 million in cash.
The Company had previously written this facility down to its net realizable
value and, therefore, no gain or loss was recorded during the second quarter.

During the latter half of 1994, the Company's management became concerned
about emerging operational trends impacting the Burlington semiconductor
operation, which services highly competitive markets characterized by steep
selling price reductions. During the first quarter of fiscal 1995, lower
sales volume, production inefficiencies related to management transition and
the market characteristics discussed above, diminished this operation's
ability to fully absorb fixed production costs and cover selling, general and
administrative expenses, including an allocation of corporate expenses. As a
consequence, this operation lost $4.9 million in the first quarter of 1995.
<PAGE>7

In October 1994, the Company realigned its Burlington semiconductor operation
into its Microelectronics Division and a new management team consisting of
four experienced and proven Company managers was assigned to this operation.

In the fourth quarter of 1993, as a result of its decision to refocus the
direction of its commercial business, the Company recorded a charge of $5.3
million for anticipated losses on technically complex development programs
related to existing commercial contracts. In the first quarter of 1994, the
Company reduced its orders and backlog to reflect an agreement to terminate a
technically complex contract. This agreement resulted in a reduction in the
anticipated losses related to this contract and the Company reversed $1.0
million of previously established reserves. During the second quarter of
1994, the Company formalized the termination of this contract without any
further obligations or contingencies. Accordingly, the Company charged
approximately $.7 million in unusable inventory related to this contract
against the reserve and reversed the remaining reserve of $.9 million related
to this contract. These amounts were recorded as reductions to cost of sales
in the respective quarters.

Note 3 - Income Taxes

In the first quarter of 1994, the Company prospectively adopted Statement of
Financial Accounting Standards No. 109, Accounting for Income Taxes ("SFAS
109"), effective as of October 3, 1993. The cumulative effect of adopting
SFAS 109 amounted to $3.3 million of income. This amount is reflected in the
consolidated statement of operations for the first quarter of 1994 as the
cumulative effect of a change in accounting principle.

The net current deferred tax asset of $6.6 million is included in other
current assets and the net deferred tax liability of $11.5 million is
included in other long-term liabilities in the accompanying condensed
consolidated balance sheet at April 1, 1995.

The Company has not provided deferred taxes on the undistributed earnings of
its foreign subsidiaries as such earnings are expected to be reinvested for
an indefinite period of time.

Note 4 - Common Stock Transactions and Debt

The Company has a $30.0 million revolving credit agreement (the "Agreement")
which expires on August 30, 1995. The maximum borrowings are restricted
based on the amount of the Company's domestic accounts receivable. The
agreement contains certain restrictive covenants including, but not limited
to, minimum levels of profitability and liquidity and restrictions related to
indebtedness, cash flow and capital expenditures. The Agreement also
contains restrictions with respect to acquisitions and the repurchase of the
Company's public debt. As of the end of the second quarter, the Company was
not in compliance with its covenant with respect to a minimum level of cash
flow (the "Cash Flow Covenant"). The Agreement also contains an event of
default if any person or persons, as defined by Section 13 or 14 of the
Securities Exchange Act of 1934, acquires 50% or more of the outstanding
common stock of the Company. On March 23, 1995, in anticipation of non-
compliance with the Cash Flow Covenant, the Company obtained a waiver of
compliance for the second quarter of 1995. Additionally, the Agreement was
amended at that time. The amendment contains, among other things, an event
of default if the Merger Agreement with AMP (see Note 1 to the Condensed
<PAGE>8

Consolidated Financial Statements) is terminated or the Merger contemplated
thereby shall not have occurred on or before July 31, 1995. As of April 1,
1995, the Company had outstanding borrowings under the Agreement of $2.0
million and the Company's borrowing availability under the Agreement was
$24.2 million.

The Company's foreign subsidiaries have lines of credit available to fund
local working capital requirements. These lines of credit provide for
borrowings aggregating approximately $18.1 million. During the first six
months of 1995, borrowings increased by a net of approximately $2.2 million
under foreign lines of credit. As of April 1, 1995, total borrowings under
the foreign lines of credit aggregated approximately $8.2 million.

In the first quarter of 1994, the Company repaid $2.6 million of an
Industrial Revenue Bond ("IRB") associated with a previously discontinued
operation.

In the three month and six month periods ended April 1, 1995, the Company
contributed a total of 130,000 and 272,000 shares of common stock,
respectively, to match employee contributions to the Company's defined
contribution retirement plan.

Note 5 - Inventories

Inventories are summarized as follows (in thousands):

<TABLE>
<CAPTION>
April 1, October 1,
1995 1994
----------------------------------
<S> <C> <C>
Raw materials $24,346 $21,762

Work in process 26,006 27,964

Finished goods 12,881 11,101
------- -------
$63,233 $60,827
======= =======
</TABLE>
<PAGE>9

Note 6 - Computation of Income (Loss) per Share

The shares used in the computation of income (loss) per share were as follows
(in thousands):

<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
------------------------------ ------------------------------
April 1, April 2, April 1, April 2,
1995 1994 1995 1994
------------------------------ ------------------------------
<S> <C> <C> <C> <C>
Weighted average shares
outstanding during period 26,276 25,563 26,139 25,460
Add: Incremental shares to reflect
dilutive effect of stock option
and deferred compensation plans 569 383 -- 417
------ ------ ------ ------
26,845 25,946 26,139 25,877
====== ====== ====== ======
</TABLE>

The shares used in the computation of income (loss) per share in the six
month period ending April 1, 1995 do not include the incremental shares to
reflect the dilutive effect of stock options and deferred compensation plans
as the effect would be anti-dilutive. Fully diluted earnings per share have
not been presented as they would not reflect dilution for any other period
presented.
<PAGE>10

M/A-COM, INC.
AND SUBSIDIARIES

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of
Operations

Overview

During the second quarter of 1995, the Company reported net income of $.5
million, or $.02 per share in comparison with $.5 million, or $.02 per share
in the second quarter of 1994.

New orders for the second quarter of 1995 increased to $102.2 million from
$80.6 million in the same period of 1994. The increase is attributable to a
$27.9 million increase in commercial orders and a $3.2 million increase in
orders from non-defense U.S. government agencies and foreign governments.
These increases were partially offset by a $9.5 million decrease in U.S.
defense related orders. The increase in commercial orders is due primarily
to the demand for products with applications in the wireless communications
markets such as cellular portable telephones, cellular infrastructure and
wireless data systems. Commercial orders represent 61% of all new orders in
the second quarter of 1995. Commercial orders for the second quarter of 1994
included the reversal of $6.9 million attributable to the cancellation of an
order for products ultimately intended for the commercial aircraft industry.
The increase in non-defense U.S. government agencies and foreign government
orders is primarily attributable to the timing of awards from non-defense
U.S. government agencies. The decrease in U.S. defense related orders is due
to a non-recurring $7.6 million order awarded to the Company in the second
quarter of 1994 under Title III of the Defense Production Act and the timing
of program awards in this market.

New orders for the first six months of 1995 were $189.5 million, an increase
of $43.9 million in comparison with the first six months of 1994. The
increase in orders is attributable to a $49.0 million increase in commercial
orders and a $9.6 million increase in non-defense U.S. government agencies
and foreign government orders. These increases were partially offset by a
$14.7 million decrease in U.S. defense related orders. Commercial orders in
<PAGE>11

1994 reflect a $3.9 million reduction relating to the termination of a
technically complex development contract during the first quarter of 1994
(see Note 2 to the Condensed Consolidated Financial Statements) and the
factors previously discussed.

The Company's restructuring reserve balances and activity for the six months
ended April 1, 1995 were as follows (in millions):

<TABLE>
<CAPTION>
Facilities Leases
Severance and and Carrying and and Other
Personnel Equipment Closure Costs Restructuring
Related Writedown of Buildings Costs Total
-----------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Balance at October 1, 1994 $ 4.0 $ -- $ 1.9 $ .4 $ 6.3
Additions -- .2 .1 -- .3
Charges (1.7) (.2) (.6) (.2) (2.7)
-----------------------------------------------------------------------------
Balance at April 1, 1995 $ 2.3 $ -- $ 1.4 $ .2 $ 3.9
=============================================================================
</TABLE>

In the fourth quarter of 1994, the Company began implementation of a plan of
involuntary employee terminations in an effort to reduce general and
administrative expenses. In connection with this plan, the Company recorded
a $2.5 million charge for expected termination benefits relating primarily to
individuals functioning in a financial, general or administrative capacity.
Additionally, at October 1, 1994, the Company had a $1.6 million reserve
remaining from prior involuntary employee termination actions. During the
first six months of 1995, the Company reduced its workforce by 145 persons
under this plan, incurring charges of $1.7 million, of which $.7 million was
incurred during the second quarter, against the restructuring reserve for
severance and related benefits. At April 1, 1995, the remaining balance in
the reserve of $3.9 million is considered adequate to complete the actions
contemplated by the Company. The Company expects to complete the remaining
severance actions by the end of 1995 and anticipates disposing of the
facilities held for sale over the next fifteen to twenty-one months.

Results of Continuing Operations

Net sales for the second quarter of 1995 were $93.0 million, an increase of
$9.1 million in comparison with the second quarter of 1994. The increase is
primarily attributable to an $11.2 million increase in sales to commercial
customers partially offset by a $1.6 million decrease in sales to non-defense
U.S. government agencies and foreign governments and a $.5 million decrease
in U.S. defense related sales.

Sales for the first six months of 1995 increased to $174.6 million from
$163.0 million in the first six months of 1994. A $16.7 million increase in
sales to commercial customers was partially offset by a $1.8 million decrease
in U.S. defense related sales and a $3.3 million decrease in sales to non-
defense U.S. government agencies and foreign governments.

The changing sales mix is the result of the Company's strategy of developing
products for the commercial marketplace specifically with application in the
<PAGE>12

wireless communications and automotive sensor markets. These markets offer
increasing opportunities for the Company's products and have resulted in the
Company's success in becoming a key supplier of technology and products to
industry leaders in the commercial marketplace. In the first six months of
1995, sales of commercial products have increased by 21% in comparison with
the first six months of 1994.

The Company's gross margin, as a percent of sales, decreased to 33.2% in the
second quarter of 1995 from 34.8% in the second quarter of 1994. The
decrease can be attributed to increased production costs and decreased volume
in the Company's semiconductor and connector operations of 6.4%. Also, as
previously discussed (see Note 2 to the Condensed Consolidated Financial
Statements), the results for the second quarter of 1994 reflect the reversal
of a reserve related to a contract termination which increased gross margin
by 1.1% during that quarter. These factors were partially offset by improved
margins on integrated circuit products of 3.9% and increased volume within
the Company's Microelectronics Division resulting in margin growth of 2.1%.

Gross margin for the first six months of 1995 decreased to 30.5% from 34.7%
for the first six months of 1994. The decrease is primarily attributable to
lower average selling prices in certain of the Company's semiconductor
products and under-absorbed fixed production costs in the semiconductor
operation resulting in a decrease of 4.3%. Additionally, volume decreases
and increased production costs in the connector product operation further
reduced gross margin by 1.8%. As previously discussed (see Note 2 to the
Condensed Consolidated Financial Statements and above), the results for the
six months ended April 2, 1994 reflect the reversal of a reserve related to a
contract termination which increased gross margin by 1.1% during that period.
These decreases were partially offset by increased sales volume resulting in
margin growth of .8% and improved margins for integrated circuit products of
2.7% in the Company's Microelectronics Division.

Company-sponsored research and development decreased by $1.8 million and $2.2
million in the three and six month periods ended April 1, 1995 in comparison
with the same periods of 1994. Decreases in company-sponsored research and
development are attributable to a shift of engineering resources to
production in support of increased volume. The Company also incurred $2.5
million and $5.1 million of costs, included in cost of sales, on customer-
sponsored research and development (a total of $.2 million of which was not
recoverable under fixed price engineering contracts) for the three and six
month periods ended April 1, 1995. These amounts were comparable to the same
period of 1994.

Selling, general and administrative expenses ("SG&A") increased by $3.5
million in the second quarter of 1995 compared with the same period of 1994.
The increase is attributable to several factors including increased sales
commissions resulting from sharply higher orders and sales levels, one time
sales expenses associated with a particular international customer, a general
increase in compensation and benefit costs for existing employees, mainly in
the growing Microelectronics Division, and additional provisions for bad debt
expense.

SG&A increased by $4.6 million for the first six months of 1995 in comparison
with the first six months of 1994. The increase is attributable to a $.5
million increase for bad debt reserve and a $.3 million provision for a loss
and disposal costs relating to the sale of a previously abandoned facility as
well as the factors noted above.
<PAGE>13

Net interest expense for the three and six month periods ended April 1, 1995
remained comparable with the same periods of 1994 as lower borrowings in 1995
were offset by increases in interest rates.

The Company's tax provision is attributable to provisions for its profitable
foreign operations. Due to the Company's net operating loss carryforwards,
no benefit has been attributed to losses generated by its domestic
operations.

Liquidity and Capital Resources

The Company's cash and marketable security position at April 1, 1995 was $7.1
million in comparison with $5.9 million at October 1, 1994. The Company's
operating activities generated $5.7 million during the first six months of
1995. The Company also expended $8.3 million for additions to plant assets.
During the first six months of 1995, from time to time, the Company borrowed
$13.0 million in the aggregate and repaid $11.0 million under its revolving
credit agreement, increased the amount of borrowing by its foreign
subsidiaries by a net of approximately $2.2 million and repaid $.7 million of
its long-term debt.

The Company's inventory balance at April 1, 1995 increased to $63.2 million
from $60.8 million at October 1, 1994. The increase is mainly attributable
to increased production for anticipated shipments in the third and fourth
quarters of 1995 partially offset by decreased semiconductor inventory
balances.

The Company believes that its existing cash balances, funds to be generated
by future operating activities and borrowing capacity are sufficient to
finance operating requirements, to provide for ongoing capital and research
and development requirements and to take advantage of investment
opportunities.
<PAGE>14

Part II. Other Information

Item 4. Submissions of Matters to a Vote of Security Holders

(a) On February 15, 1995, the Company held its Annual Meeting of
Stockholders (the "Meeting").

(b) At the Meeting, the stockholders elected to the Board of Directors all
Class II Director nominees listed in the proxy material for the Meeting
by the following votes:
<TABLE>
<CAPTION>
Total Vote
Name of Total Vote for Withheld from
Director Nominees Director Nominee Director Nominee
- ----------------- ---------------- ----------------
<S> <C> <C>
George N. Hutton, Jr. 23,477,908 366,331
James D. Meindl 23,491,074 353,165
E. James Morton 23,448,272 395,967
</TABLE>

Mr. Hutton retired from the Company's Board of Directors effective April 1,
1995.

Item 6. Exhibits and Reports on Form 8-K

(a) List of Exhibits: Method of Filing
----------------
Exhibit 3 By-laws, as amended through Filed herewith.
March 10, 1995.

Exhibit 10.1 First Amendment and Waiver to Filed herewith.
Revolving Credit Agreement among
M/A-COM, Inc. and First National
Bank of Boston, et al., dated as
of February 14, 1995.

Exhibit 10.2 Second Amendment and Waiver to Filed herewith.
Revolving Credit Agreement among
M/A-COM, Inc. and First National
Bank of Boston, et al., dated as
of March 23, 1995.

Management Contracts, Compensatory Plans
and Arrangements

Exhibit 10.3 Amendment to M/A-COM, Inc. Long Filed herewith.
Term Incentive Plan dated as of
October 18, 1989, as amended,
adopted on February 14, 1995.

Exhibit 10.4 Severance Agreement dated as of Filed herewith.
February 1, 1994 between M/A-COM,
Inc. and Charles D. Kissner.
<PAGE>15

Exhibit 10.5 Severance Agreement dated as of Filed herewith.
December 20, 1991 between M/A-COM,
Inc. and Peter L. Manno.

Exhibit 10.6 Amendment No. 1 dated May 26, 1993 Filed herewith.
to the Deferment Agreement dated
December 18, 1986 between M/A-COM,
Inc. and E. James Morton.

Exhibit 10.7 Deferment Agreement dated December Filed herewith.
31, 1993 between M/A-COM, Inc. and
Paul E. Tsongas.
-------------------------

Exhibit 11 Statement Re: Computation of Per Incorporated from
Share Earnings. Note 6 to Condensed
Consolidated
Financial Statements.

Exhibit 15 Letter Re: Unaudited Interim Filed herewith.
Financial Information.

Exhibit 27 Financial Data Schedule Filed herewith.

(b) Reports on Form 8-K

A Current Report on Form 8-K dated March 10, 1995 was filed with the
Securities and Exchange Commission on March 20, 1995 to report a matter under
Item 5, Other Events.
<PAGE>16

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized, on May 12, 1995.

M/A-COM, Inc.

By: PETER J. RICE
- --------------------------------
Peter J. Rice
Vice President,
Chief Accounting Officer
and Controller
<PAGE>17

Price Waterhouse LLP
160 Federal Street
Boston, MA 02110

April 27, 1995

To the Board of Directors and
Shareholders of M/A-COM, Inc.

We have reviewed the condensed consolidated balance sheet of M/A-COM, Inc.
and its subsidiaries as of April 1, 1995 and April 2, 1994 (not presented
herein), the related consolidated statement of operations for the three-month
and six-month periods then ended and the related condensed consolidated
statement of cash flows for the six-month periods then ended. These
financial statements are the responsibility of the Company's management.

We conducted our review in accordance with the standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures
to financial data and making inquiries of persons responsible for financial
and accounting matters. It is substantially less in scope than an audit
conducted in accordance with generally accepted auditing standards, the
objective of which is the expression of an opinion regarding the financial
statement taken as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that
should be made to the accompanying financial information for it to be in
conformity with generally accepted accounting principles.

We previously audited, in accordance with generally accepted auditing
standards, the consolidated balance sheet as of October 1, 1994, and the
related consolidated statements of operations and cash flows for the year
then ended (not presented herein), and in our report dated November 15, 1994
we expressed an unqualified opinion on those consolidated financial
statements. In our opinion, the information set forth in the accompanying
condensed consolidated balance sheet as of October 1, 1994, is fairly stated
in all material respects in relation to the consolidated balance sheet from
which it has been derived.

PRICE WATERHOUSE LLP
<PAGE>18

EXHIBIT INDEX

Exhibit Description
Number

3 By-laws, as amended through March 10, 1995.

10.1 First Amendment and Waiver to Revolving Credit Agreement
among M/A-COM, Inc. and First National Bank of Boston,
et al., dated as of February 14, 1995.

10.2 Second Amendment and Waiver to Revolving Credit Agreement
among M/A-COM, Inc. and First National Bank of Boston,
et al., dated as of March 23, 1995.

Management Contracts, Compensatory Plans and Arrangements

10.3 Amendment to M/A-COM, Inc. Long Term Incentive Plan dated
as of October 18, 1989, as amended, adopted on February 14,
1995.

10.4 Severance Agreement dated as of February 1, 1994 between
M/A-COM, Inc. and Charles D. Kissner.

10.5 Severance Agreement dated as of December 20, 1991 between
M/A-COM, Inc. and Peter L. Manno.

10.6 Amendment No. 1 dated May 26, 1993 to the Deferment
Agreement dated December 18, 1986 between M/A-COM, Inc. and
E. James Morton.

10.7 Deferment Agreement dated December 31, 1993 between M/A-COM,
Inc. and Paul E. Tsongas.
- -------------------------

11 Statement Re: Computation of Per Share Earnings, incorporated
by reference to Note 6 to Condensed Consolidated Financial
Statements contained in this Quarterly Report on Form 10-Q.

15 Letter Re: Unaudited Interim Financial Information.

27 Financial Data Schedule.

Exhibit 15

Price Waterhouse LLP
160 Federal Street
Boston, MA 02110

May 12, 1995

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549

Dear Sirs:

We are aware that M/A-COM, Inc. has included our report dated April 27, 1995
(issued pursuant to the provisions of Statements on Auditing Standards Nos.
42 and 71) in the Prospectuses constituting part of its Registration
Statements on Form S-3 (No. 2-99637) and Form S-8 (Nos. 2-17757; 2-25410; 2-
31632; 2-47195; 2-53255; 2-53257; 2-68734; 2-68809; 2-69195; 2-69202; 2-
69259; 2-70247; 2-71043; 2-72234; 2-72235; 2-76292; 2-81497; 2-81907; 2-
92614; 2-92616; 2-92617; 33-10913; 33-10916; 33-33372; 33-35845; 33-36846; 33-
44212). We are also aware of our responsibilities under the Securities Act
of 1933.

Very truly yours,

PRICE WATERHOUSE LLP

Exhibit 3

BY-LAWS, AS AMENDED,
of
M/A-COM, INC.
(Through March 10, 1995)

ARTICLE FIRST

Stockholders

Section 1. Annual Meeting. The annual meeting of stockholders shall be held
on the third Wednesday of February in each year (or if the date be a legal
holiday in the place where the meeting is to be held, on the next succeeding
full business day) or such other date as shall be determined from time to
time by the Board of Directors. The hour shall be fixed by the Chairman of
the Board of Directors or the Chief Executive Officer or the President and
stated in the notice of the meeting. The purposes for which the annual
meeting is to be held, in addition to those prescribed by law, by the
Articles of Organization or by these By-laws, may be specified by the
Directors or the Chairman of the Board of Directors or the Chief Executive
Officer or the President. If no annual meeting is held in accordance with the
foregoing provisions, a special meeting may be held in lieu thereof, and any
action taken at such meeting shall have the same effect as if taken at the
annual meeting.

Section 2. Special Meetings. Special meetings of the stockholders may be
called by the Chairman of the Board of Directors or the Chief Executive
Officer or the President or the Directors, and shall be called by the Clerk,
or in case of the death, absence, incapacity or refusal of the Clerk, by any
other officer, upon written application of one or more stockholders who are
entitled to vote at the meeting and who hold at least forty percent in
interest of the capital stock entitled to vote at the meeting, stating the
time, place and purposes of the meeting.

Section 3. Place of Meetings. All meetings of stockholders shall be held at
the principal office of the corporation unless a different place (within the
United States) is fixed by the Directors or the Chairman of the Board of
Directors or the Chief Executive Officer or the President and stated in the
notice of the meeting.

Section 4. Notices. Notice of all meetings of stockholders shall be given
as follows, to wit:- A written notice, stating the place, day and hour
thereof, shall be given by the Clerk (or the person or persons calling the
meeting), at least ten days before the meeting, to each stockholder entitled
to vote thereat and to each stockholder who, by law, the Articles of
Organization, or these By-laws, is entitled to such notice, by leaving such
notice with him or at his residence or usual place of business, or by mailing
it, postage prepaid, and addressed to such stockholder at his address as it
appears upon the books of the corporation. Notices of all meetings of
stockholders shall state the purposes for which the meetings are called. No
notice need be given to any stockholder if a written waiver of notice,
executed before or after the meeting by the stockholder or his attorney
thereunto authorized is filed with the records of the meeting.

Section 5. Quorum. At any meeting of stockholders a quorum for the
transaction of business shall consist of one or more individuals appearing in
person and/or as proxies and owning and/or representing a majority of the
shares of the corporation then outstanding and entitled to vote, provided
<PAGE>2

that less than such quorum shall have power to adjourn the meeting from time
to time.

Section 6. Voting and Proxies. Each stockholder shall have one vote for
each share of stock entitled to vote, and a proportionate vote for any
fractional share entitled to vote, held by him of record according to the
records of the corporation, unless otherwise provided by the Articles of
Organization. Stockholders may vote either in person or by written proxy
dated not more than six months before the meeting named therein. Proxies
shall be filed with the Clerk before being voted at any meeting or any
adjournment thereof. Except as otherwise limited therein, proxies shall
entitle the persons named therein to vote at the meeting specified therein
and at any adjourned session of such meeting but shall not be valid after
final adjournment of the meeting. A proxy with respect to stock held in the
name of two or more persons shall be valid if executed by one of them unless
at or prior to exercise of the proxy the corporation receives a specific
written notice to the contrary from any one of them. A proxy purporting to be
executed by or on behalf of a stockholder shall be deemed valid unless
challenged at or prior to its exercise.

Section 7. Action at Meeting. When a quorum is present, the action of the
stockholders on any matter properly brought before such meeting shall be
decided by the holders of a majority of the stock present or represented and
entitled to vote and voting on such matter, except where a different vote is
required by law, the Articles of Organization or these By-laws. Any election
by stockholders shall be determined by a plurality of the votes cast by the
stockholders entitled to vote at the election. No ballot shall be required
for such election unless requested by a stockholder present or represented at
the meeting and entitled to vote in the election.

ARTICLE SECOND

Directors

Section 1. Powers. The Board of Directors, subject to any action at any
time taken by such stockholders as then have the right to vote, shall have
the entire charge, control and management of the corporation, its property
and business and may exercise all or any of its powers.

Section 2. Number and Election. The number of Directors shall be not less
than three nor more than seventeen. The Board of Directors shall be divided
into three classes, such classes to be as nearly equal in number as possible.
One of such classes of Directors shall be elected annually by the
stockholders. Subject to the foregoing requirements and applicable law, the
Board of Directors may, from time to time, fix the number of Directors and
their respective classifications, provided that any such action does not
operate to remove a Director elected by the stockholders other than in the
manner specified in the Articles of Organization or these By-laws. Except as
otherwise provided in these By-laws, the members of each class shall be
elected for a term of three years and shall serve until their successors are
elected and qualified. Any successor to a Director whose seat becomes vacant
shall serve for the remainder of the term of his predecessor and until his
successor is elected and qualified.

Section 3. Vacancies. Any vacancy at any time existing in the Board among
those Directors whose terms are classified in accordance with these By-laws,
whether resulting from an increase in the size of the Board of Directors,
<PAGE>3

from the death, resignation, disqualification or removal of a Director or
otherwise, shall be filled solely by the affirmative vote of a majority of
the remaining Directors then in office, even though less than a quorum of the
Board of Directors.

Section 4. Enlargement of the Board. The number of Directors whose terms
are classified in accordance with the provisions of these By-laws may be
increased by the Directors by the affirmative vote of a majority of the
Directors then in office. Any vacancy in the Board of Directors resulting
from such an increase in the number of Directors shall be filled solely by
the affirmative vote of a majority of the Directors then in office, even
though less than a quorum of the Board of Directors.

Section 5. Tenure. Except as otherwise provided by law, by the Articles of
Organization or by these By-laws, a Director shall hold office until the
annual meeting of stockholders held in the third year following the year of
his election and thereafter until his successor is chosen and qualified. Any
Director may resign by delivering his written resignation to the corporation
at its principal office or to the Chairman of the Board of Directors or
Clerk. Such resignation shall be effective upon receipt unless it is
specified to be effective at some other time or upon the happening of some
other event.

Section 6. Removal. A Director whose term is classified in accordance with
these By-laws may be removed from office only for cause by the affirmative
vote of either (a) the holders of a majority of the shares outstanding and
entitled to vote in the election of Directors, or (b) a majority of the
Directors then in office. As used herein, "cause" shall mean, only (i)
conviction of a felony, (ii) declaration of unsound mind by order of a court,
(iii) gross dereliction of duty, (iv) commission of an act involving moral
turpitude, or (v) commission of an act that constitutes intentional
misconduct or a knowing violation of law if such act in either event results
both in an improper substantial personal benefit and a material injury to the
corporation. A Director may be removed for cause only after reasonable notice
and opportunity to be heard before the body proposing to remove him.

Section 7. Annual Meeting. Immediately after each annual meeting of
stockholders, or the special meeting held in lieu thereof, and at the place
thereof, if a quorum of those who are Directors immediately following such
meeting were present thereat, there shall be a meeting of the Directors
without notice; but if such a quorum of the Directors were not present at
such meeting, or if present do not proceed immediately thereafter to hold a
meeting of the Directors, the annual meeting of the Directors shall be called
in the manner hereinafter provided with respect to the call of special
meetings of Directors.

Section 8. Regular Meetings. Regular meetings of the Directors may be held
at such times and places as shall from time to time be fixed by resolution of
the Board and no notice need be given of regular meetings held at times and
places so fixed, PROVIDED, HOWEVER, that any resolution relating to the
holding of regular meetings shall remain in force only until the next annual
meeting of stockholders, or the special meeting held in lieu thereof, and
that if at any meeting of Directors at which a resolution is adopted fixing
the times or place or places for any regular meetings any Director is absent
no meeting shall be held pursuant to such resolution until either each such
absent Director has in writing or by telegram approved the resolution or
seven days have elapsed after copy of the resolution certified by the Clerk

<PAGE>4

has been mailed, postage prepaid, addressed to each such absent Director at
his last known home or business address.

Section 9. Special Meetings. Special meetings of the Directors may be
called by the Chairman of the Board of Directors, the Chief Executive
Officer, the President, the Treasurer, or by any two Directors, and shall be
held at the place designated in the call thereof.

Section 10. Notices. Notice of any special meeting of the Directors shall
be given by the Clerk or the Secretary to each Director, by (a) mailing
written notice of such meeting to him, postage prepaid, at least four days
before the meeting, (b) delivering such notice to him in person at least
forty-eight hours before the meeting, (c) sending such notice to him by
overnight mail or overnight delivery service, postage or delivery charges
prepaid, at least forty-eight hours before the meeting, (d) sending such
notice to him by telecopy at least forty-eight hours before the meeting, or
(e) sending notice of such meeting to him by prepaid telegram, at least forty-
eight hours before the meeting. Notices given by mail, overnight delivery or
telegram shall be addressed to each Director at his address as registered on
the books of the corporation, or if not so registered at his last known home
or business address. Notices given by telecopy shall be addressed to each
Director at the last telecopy number specified to the corporation by such
Director for such purpose, or, if no such number shall have been specified,
at the telecopy number associated with such Director's last known home or
business address. If the Clerk or the Secretary refuses or neglects for more
than twenty-four hours after receipt of the call to give notice of such
special meeting, or if the offices of Clerk and Secretary are vacant or the
Clerk and the Secretary are absent from the Commonwealth of Massachusetts or
incapacitated, such notice may be given by the officer or one of the
Directors calling the meeting. Notice need not be given to any Director if a
written waiver of notice, executed by him before or after the meeting, is
filed with the records of the meeting, or to any Director who attends the
meeting without protesting, prior thereto or at its commencement, the lack of
notice to him. A notice or waiver of notice of a Directors' meeting need not
specify the purposes of the meeting.

Section 11. Quorum. At any meeting of the Directors a majority of the
Directors then in office shall constitute a quorum for the transaction of
business; provided always that any number of Directors (whether one or more
and whether or not constituting a quorum) present at any meeting or at any
adjourned meeting may make any reasonable adjournment thereof.

Section 12. Action at Meeting. At any meeting of the Directors at which a
quorum is present, the action of the Directors on any matter brought before
the meeting shall be decided by the vote of a majority of those present and
voting, unless a different vote is required by law, the Articles of
Organization, or these By-laws.

Section 13. Special Action. Any action by the Directors may be taken
without a meeting if a written consent thereto is signed by all the Directors
and filed with the records of the Directors' meetings. Such consent shall be
treated as a vote of the Directors for all purposes.

Section 14. Committees. The Directors may, by vote of a majority of the
Directors then in office, elect from their number an executive or other
committees and may by like vote delegate thereto some or all of their powers
except those which by law, the Articles of Organization or these By-laws they
are prohibited from delegating. Except as the Directors may otherwise
<PAGE>5

determine, any such committee may make rules for the conduct of its business,
but, unless otherwise provided by the Directors or in such rules, its
business shall be conducted as nearly as may be in the same manner as is
provided by these By-laws for the Directors. The Chairman of the Executive
Committee shall preside at all meetings of the Executive Committee and shall
perform such duties and have such powers additional to the foregoing as the
Directors or the Executive Committee shall designate.

ARTICLE THIRD

Officers

Section 1. Enumeration. The officers of the corporation shall be (a) the
Chairman of the Board of Directors, the Chief Executive Officer, the
President, one or more Executive Vice Presidents or Senior Vice Presidents,
or both, a Chief Financial Officer, a Treasurer, a Clerk and a Secretary, (b)
the corporation's principal accounting officer, principal legal officer,
principal manager of operations, principal human resources officer, principal
business development officer and controller, and (c) such additional officers
as are appointed by the Chief Executive Officer to carry out the principal
business or similar policy-making functions of the corporation. The
corporate officers so appointed by the Chief Executive Officer shall be those
enumerated in one or more certificates delivered by him to the Secretary,
which certificates shall be filed by the Secretary with the minutes of the
Board of Directors, and such appointed officers shall be subject to removal
by the same means. All such officers shall be deemed to be officers of the
corporation for purposes of ARTICLE ELEVENTH hereof. Neither divisional
officers nor officers of subsidiaries of the corporation shall be deemed to
be officers of the corporation by virtue of their positions as such.

Section 2. Election. The officers of the corporation specified in Section 1
of this ARTICLE THIRD, except those which are to be appointed by the Chief
Executive Officer, shall be elected annually by the Directors at their first
meeting following the annual meeting of stockholders or the special meeting
held in lieu thereof.

Section 3. Qualification. The Chairman of the Board of Directors, the Chief
Executive Officer and the President must be Directors. No officer need be a
stockholder. Any two or more offices may be held by the same person, provided
that the President and Clerk shall not be the same person. The Clerk shall be
a resident of Massachusetts unless the corporation has a resident agent
appointed for the purpose of service of process. Any officer may be required
by the Directors to give bond for the faithful performance of his duties to
the corporation in such amount and with such sureties as the Directors may
determine.

Section 4. Tenure. Except as otherwise provided by law, by the Articles of
Organization or by these By-laws, each of the officers enumerated in clauses
(a) and (b) of Section 1 of this ARTICLE shall hold office until the first
meeting of the Directors following the annual meeting of stockholders, or the
special meeting held in lieu thereof, and thereafter until his successor is
chosen and qualified. Any officer may resign by delivering his written
resignation to the corporation at its principal office or to the Chairman of
the Board of Directors or the Chief Executive Officer or the President or
Clerk, and such resignation shall be effective upon receipt unless it is
specified to be effective at some other time or upon the happening of some
other event.
<PAGE>6

Section 5. Removal. The Directors may remove any corporate officer elected
by them with or without cause by a vote of a majority of the entire number of
Directors then in office, provided that any such corporate officer may be
removed for cause only after reasonable notice and opportunity to be heard by
the Board of Directors prior to action thereon.

Section 6. The Chairman of the Board. The Chairman of the Board shall
preside at all meetings of the Directors and shall perform such duties and
have such powers additional to the foregoing as the Directors shall
designate. It shall be his duty and he shall have the power to see that all
orders and resolutions of the Directors are carried into effect. The Chairman
of the Board shall also preside at all meetings of the stockholders. In the
absence or disability of the Chairman of the Board, the Chief Executive
Officer shall perform his duties and have his powers.

Section 7. The Chief Executive Officer. The Chief Executive Officer shall
be responsible for the planning, coordinating and execution of the
corporation's strategies and activities. The Chief Executive Officer may from
time to time appoint one or more additional vice presidents, assistant
treasurers, assistant secretaries, comptroller, other financial officers of
the corporation and a president, vice president, treasurer and other
officers, so-called, for any division of the corporation and define their
respective powers and duties, and he may remove any such officers at any
time. Such appointed officers shall be subject at all times to the control of
the Chief Executive Officer, the Board of Directors and of any other officer
of the corporation whom he or the Board may designate from time to time. In
the absence or disability of the Chief Executive Officer, the President shall
perform his duties and have his powers.

Section 8. The President. Executive Vice Presidents and Senior Vice
Presidents. The President shall have full responsibility for the day-to-day
operations of the corporation and shall perform such duties and have such
additional powers as the Directors shall designate. The President, as soon as
reasonably possible after the close of the fiscal year, shall submit to the
Directors a report of the operations of the corporation for such year and a
statement of its affairs and shall from time to time report to the Board of
Directors all matters within his knowledge which the interests of the
corporation may require to be brought to its notice. In the absence or
disability of the Chief Executive Officer, his powers and duties shall be
performed by the President. In the absence or disability of the President,
his powers and duties shall be performed by one or more of the Executive Vice
Presidents or Senior Vice Presidents designated for the purpose by the
Directors. Each Executive Vice President and Senior Vice President shall have
such powers and perform such duties as the Directors shall from time to time
designate.

Section 9. Chief Financial Officer. The Chief Financial Officer shall be
the principal financial officer of the corporation. Subject to the direction
and control of the Chief Executive Officer and the Directors, he shall
formulate, advise on, and manage the financial policies and finances of the
corporation, including but not limited to treasury, cash management,
borrowing, lending, issuing and retiring stock and other securities,
taxation, and financial planning and controls. From time to time, he shall
promptly render such reports on the financial condition of the corporation as
the Chief Executive Officer or the Directors may require. The Treasurer
shall report to the Chief Financial Officer, and the Chief Financial Officer
shall have all powers that the Treasurer has except as may be limited by the
Articles of Organization, these By-laws, or applicable law. The Chief
<PAGE>7

Financial Officer shall perform such duties and have such powers additional
to the foregoing as the Chief Executive Officer or the Directors may
designate.

Section 10. Treasurer. The Treasurer shall report to the Chief Financial
Officer. The Treasurer shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall deposit all
moneys and other valuable effects in the name and to the credit of the
corporation in such depositories as shall be designated by the Chairman of
the Board of Directors, the Chief Executive Officer, the President, the Chief
Financial Officer, or the Directors or in the absence of such designation in
such depositories as he shall from time to time deem proper. He shall
disburse the funds of the corporation as shall be ordered by the Chairman of
the Board of Directors, the Chief Executive Officer, the President, the Chief
Financial Officer, or the Directors, taking proper vouchers for such
disbursements. He shall promptly render to the Chairman of the Board of
Directors, the Chief Executive Officer, the President, the Chief Financial
Officer, and Directors such statements of his transactions and accounts as
the Chairman of the Board, the Chief Executive Officer, the President, the
Chief Financial Officer, and Directors respectively may from time to time
require. The Treasurer shall perform such duties and have such powers
additional to the foregoing as the Chairman of the Board of Directors, the
Chief Executive Officer, the President, the Chief Financial Officer, or the
Directors may designate.

Section 11. Assistant Treasurers. In the absence or disability of the
Treasurer, his powers and duties shall be performed by the Assistant
Treasurer, if only one, or, if more than one, by the one designated for the
purpose by the Chief Executive Officer. Each Assistant Treasurer shall have
such other powers and perform such other duties as the Chief Executive
Officer shall from time to time designate.

Section 12. Clerk. The Clerk shall record in books kept for the purpose all
votes and proceedings of the stockholders and, if there be no Secretary or
Assistant Secretary, of the Directors at their meetings. Unless the Directors
shall appoint a transfer agent and/or registrar or other officer or officers
for the purpose, the Clerk shall be charged with the duty of keeping, or
causing to be kept, accurate records of all stock outstanding, stock
certificates issued and stock transfers; and, subject to such other or
different rules as shall be adopted from time to time by the Directors, such
records may be kept solely in the stock certificate books. The Clerk shall
perform such duties and have such powers additional to the foregoing as the
Directors shall designate.

Section 13. Assistant Clerks. In the absence of the Clerk from any meeting
of the stockholders or, if there be no Secretary or Assistant Secretary, from
any meeting of the Directors, the Assistant Clerk, if one be elected, or, if
there be more than one, the one designated for the purpose by the Directors,
otherwise a Temporary Clerk designated by the person presiding at the
meeting, shall perform the duties of the Clerk. Each Assistant Clerk shall
have such other powers and perform such other duties as the Directors may
from time to time designate.

Section 14. Secretary and Assistant Secretaries. If a Secretary is elected,
he shall keep a record of the meetings of the Directors and in his absence,
an Assistant Secretary, if one be appointed or, if there be more than one,
the one designated for the purpose by the Chief Executive Officer, otherwise
a Temporary Secretary designated by the person presiding at the meeting,
<PAGE>8

shall perform the duties of the Secretary. Each Assistant Secretary shall
have such other powers and perform such other duties as the Chief Executive
Officer may from time to time designate.

ARTICLE FOURTH

Provisions Relating to Capital Stock

Section 1. Certificates of Stock. Each stockholder shall be entitled to a
certificate or certificates representing in the aggregate the shares owned by
him and certifying the number and class thereof, which shall be in such form
as the Directors shall adopt. Each certificate of stock shall be signed by
the Chairman of the Board of Directors, the President or a Vice President and
by the Treasurer or an Assistant Treasurer, but when a certificate is
countersigned by a transfer agent or a registrar, other than a Director,
officer or employee of the corporation, such signatures may be facsimiles. In
case any officer who has signed or whose facsimile signature has been placed
on such certificate shall have ceased to be such officer before such
certificate is issued, it may be issued by the corporation with the same
effect as if he were such officer at the time of its issue. Every certificate
for shares of stock which are subject to any restriction on transfer pursuant
to the Articles of Organization, the By-laws or any agreement to which the
corporation is a party, shall have the restriction noted conspicuously on the
certificate and shall also set forth on the face or back either the full text
of the restriction or a statement of the existence of such restriction and a
statement that the corporation will furnish a copy to the holder of such
certificate upon written request and without charge. Every certificate issued
when the corporation is authorized to issue more than one class or series of
stock shall set forth on its face or back either the full text of the
preferences, voting powers, qualifications and special and relative rights of
the shares of each class and series authorized to be issued or a statement of
the existence of such preferences, powers, qualifications and rights, and a
statement that the corporation will furnish a copy thereof to the holder of
such certificate upon written request and without charge.

Section 2. Transfer of Stock. The stock of the corporation shall be
transferable, so as to affect the rights of the corporation, only by transfer
recorded on the books of the corporation, in person or by duly authorized
attorney, and upon the surrender of the certificate or certificates properly
endorsed or assigned.

Section 3. Equitable Interests Not Recognized. The corporation shall be
entitled to treat the holder of record of any share or shares of stock as the
holder in fact thereof and shall not be bound to recognize any equitable or
other claim to or interest in such share or shares on the part of any other
person except as may be otherwise expressly provided by law.

Section 4. Lost or Destroyed Certificates. The Directors of the corporation
may, subject to Massachusetts General Laws, Chapter 156B, Section 29, as
amended from time to time, determine the conditions upon which a new
certificate of stock may be issued in place of any certificate alleged to
have been lost, destroyed, or mutilated.

Section 5. Massachusetts Chapter 110D. Until such time as this Section 5 of
Article Fourth shall be repealed or these By-Laws shall be amended in
accordance with Article Twelfth hereof to provide otherwise, the provisions
of Chapter 110D of the Massachusetts General Laws shall not apply to "control
<PAGE>9

share acquisitions" of the Corporation within the meaning of said Chapter
110D.

ARTICLE FIFTH

Record Date

The Directors may fix in advance a time which shall be not more than sixty
days prior to (a) the date of any meeting of stockholders, (b) the date for
the payment of any dividend or the making of any distribution to
stockholders, or (c) the last day on which the consent or dissent of
stockholders may be effectively expressed for any purpose, as the record date
for determining the stockholders having the right to notice of and to vote at
such meeting and any adjournment thereof, the right to receive such dividend
or distribution, or the right to give such consent or dissent. In such case
only stockholders of record on such date shall have such right,
notwithstanding any transfer of stock on the books of the corporation after
the record date. Without fixing such record date the Directors may for any of
such purposes close the transfer books for all or any part of such period.

ARTICLE SIXTH

Stock in Other Corporations

Except as the Directors may otherwise designate, the Chief Executive Officer,
the President, the Chief Financial Officer, or the Treasurer may waive notice
of, and appoint any person or persons to act as proxy or attorney in fact for
this corporation (with or without power of substitution) at, any meeting of
stockholders or shareholders of any other corporation or organization, the
securities of which may be held by this corporation.

ARTICLE SEVENTH

Inspection of Records

Books, accounts, documents and records of the corporation shall be open to
inspection by any Director at all times during the usual hours of business.
The original, or attested copies, of the Articles of Organization, By-laws
and records of all meetings of the incorporators and stockholders, and the
stock and transfer records, which shall contain the names of all stockholders
and the record address and the amount of stock held by each, shall be kept in
Massachusetts at the principal office of the corporation, or at an office of
its transfer agent or of the Clerk. Said copies and records need not all be
kept in the same office. They shall be available at all reasonable times to
the inspection of any stockholder for any proper purpose not to secure a list
of stockholders for the purpose of selling said list or copies thereof or of
using the same for a purpose other than in the interest of the applicant, as
a stockholder, relative to the affairs of the corporation.

<PAGE>10

ARTICLE EIGHTH

Checks, Notes, Drafts and Other Instruments

Checks, notes, drafts and other instruments for the payment of money or money
drawn or endorsed in the name of the corporation may be signed by any officer
or officers or person or persons authorized by the Board of Directors to sign
the same. No officer or person shall sign any such instrument as aforesaid
unless authorized by said Board to do so.

ARTICLE NINTH

Seal

The seal of the corporation shall be circular in form, bearing the
inscription - M/A-COM, INC. BOSTON MASS. - ESTABLISHED 1950. The Clerk shall
have custody of the seal and may affix it (as may any other officer if
authorized by the Directors) to any instrument requiring the corporate seal.

ARTICLE TENTH

Fiscal Year

The fiscal year of the corporation shall be the year ending with the Saturday
nearest to the last day of September in each year.

ARTICLE ELEVENTH

Indemnification of Directors, Officers and
Certain Employees and Agents

Section 1. In General. Subject to the limitations set forth in this
ARTICLE, to the extent permitted by applicable law, the corporation shall
indemnify and save harmless each person who at the time of the adoption of
this By-law is, or at any time thereafter shall be, (i) a Director or officer
of the corporation or any Entity controlled directly or indirectly by the
corporation, (ii) a former Director or officer of the corporation or any
Entity controlled directly or indirectly by the corporation, (iii) a person
who serves or has served at the request of the corporation in any capacity
with respect to any employee benefit plan, and (iv) the heirs, executors and
administrators of any such person, from and against all costs, expenses and
liabilities imposed upon, or reasonably incurred by, him or them in
connection with, or resulting from, any claim, action, suit, arbitration,
alternate dispute resolution mechanism, investigation, administrative
hearing, appeal, or any other proceeding, whether civil, criminal,
administrative or investigative (hereinafter, a "Proceeding") to which he or
they may be or become subject (including, without limitation, being required
to appear as a non-party witness) by reason of such person's at any time (i)
being or having been a Director or officer of the corporation, (ii) serving
or having served at the request of the corporation in any capacity with
respect to any employee benefit plan, or (iii) serving or having served as a
Director, officer, employee or other agent of any other corporation or Entity
at the request of the corporation, or by reason of any alleged acts or
omissions of his (whether alleged to have occurred before or after the
adoption of this By-law) in any such capacity, whether or not he continues to
<PAGE>11

serve in such capacity at the time any such costs, expenses and liabilities
are imposed or incurred. As used in this ARTICLE, the term "officer" shall
include the officers enumerated in Section 1 of ARTICLE THIRD hereof, all
Founder Directors of the corporation and, as to any Entity, all persons
elected or appointed to serve in any similar capacity or as any financial,
accounting, tax or legal officer of such Entity by the stockholders,
Directors, partners, trustees or similar members, as the case may be, or any
executive officer of such Entity, and the term "Entity" shall mean any
corporation, partnership, trust, foundation, association, organization or
other legal entity and any group or division comprised of all or part of the
corporation and its subsidiaries.

Section 2. Costs, Expenses and Liabilities. As used in this ARTICLE, the
term "costs, expenses and liabilities" shall be deemed to include, but not to
be limited to, judgments, penalties, fines, taxes, court costs, attorneys'
fees and retainers, transcript costs, fees of experts, travel expenses,
duplicating costs, printing and binding costs, telephone charges, postage,
delivery service fees, and all other disbursements or expenses of the types
customarily incurred in connection with prosecuting, defending, preparing to
prosecute or defend or investigating a Proceeding, and amounts paid or
payable in any settlement; provided that no payment shall be made pursuant to
this ARTICLE for amounts paid or payable in any settlement unless such
settlement is authorized, or at any time approved or ratified, by (i) a
majority vote of a quorum consisting of disinterested Directors, (ii) a
majority vote of a committee of the Board of Directors consisting of all the
disinterested Directors, (iii) if there are not two or more disinterested
Directors in office, then by a majority of the Directors then in office,
provided they have obtained a written opinion by special independent legal
counsel appointed by a majority of the Directors to the effect that, based
upon a reasonable investigation of the relevant facts as described in such
opinion, the person to be indemnified appears to have acted in good faith in
the reasonable belief that his action was in the best interests of the
corporation or, to the extent that such matter relates to service with
respect to an employee benefit plan, in the best interests of the
participants or beneficiaries of such employee benefit plan, or (iv) by a
court of competent jurisdiction. Notwithstanding the foregoing, no payment
shall be made pursuant to this ARTICLE in respect of any claim, issue or
matter in any Proceeding as to which the person seeking indemnification shall
have been adjudicated to be liable to the corporation, any Entity controlled
directly or indirectly by the corporation or any employee benefit plan with
respect to which the person seeking indemnification serves or has served in
any capacity at the request of the corporation; provided, however, that
indemnification against costs, expenses and liabilities payable to parties
other than the corporation or any such Entity or employee benefit plan shall
nevertheless be paid by the corporation to the extent that the court in which
such Proceeding shall have been brought or is pending shall determine. The
corporation shall not be required pursuant to this ARTICLE to make any
payment of amounts otherwise indemnifiable hereunder if and to the extent
that the person seeking indemnification has otherwise actually received such
payment, pursuant to an insurance policy, contract, agreement or otherwise.
The corporation may require that persons receiving indemnification pursuant
to this ARTICLE first deliver an undertaking to the effect that, upon the
subsequent receipt of any like payment, pursuant to an insurance policy,
contract, agreement or otherwise, the indemnified person shall promptly remit
the amount of such payment to the corporation.

Section 3. Limitations on Indemnification. No payment shall be made
pursuant to this ARTICLE to any person, or to his heirs, executors or
<PAGE>12

administrators, with respect to any matter as to which it shall be finally
adjudicated that such person did not act in good faith in the reasonable
belief that his action was in the best interests of the corporation, or to
the extent that such matter relates to service with respect to an employee
benefit plan, in good faith in the reasonable belief that his action was in
the best interests of the participants or beneficiaries of such employee
benefit plan. If any amounts shall have been advanced pursuant to Section 4
hereof to or for the account of any person with respect to any matter as to
which such a final adjudication shall have been made, then such person, and
his heirs, executors and administrators, shall be obligated to refund to the
corporation all such amounts.

Section 4. Payments During the Pendency of a Proceeding. The corporation
may pay the expenses incurred by any person claiming to be entitled to
indemnification pursuant to this ARTICLE in connection with any Proceeding in
advance of the final disposition thereof, upon receipt of an undertaking by
such person to repay such payment if he shall be adjudicated to be not
entitled to indemnification pursuant to this ARTICLE, which undertaking may
be accepted by the corporation without reference to the financial ability of
such person to make repayment.

Section 5. Interpretation and Application. All questions regarding the
interpretation or application of this Article to any person or Proceeding
shall be determined by, or in the manner designated by, a vote of a majority
of the disinterested Directors of the corporation. The corporation may, to
the extent authorized from time to time by a majority of the disinterested
Directors of the corporation, grant indemnification to any employee or agent
of the corporation or any other person who serves or has served at the
request of the corporation as an employee or agent of another Entity to the
fullest extent of the provisions of this ARTICLE. With respect to any person
or Proceeding, the term "disinterested Directors of the corporation" shall
mean all Directors of the corporation, other than such person, who are not
parties to, or otherwise personally interested in, such Proceeding.

Section 6. Miscellaneous. The rights of indemnification provided in this
ARTICLE shall be in addition to any other rights to which any indemnified
person or his heirs, executors or administrators may be entitled as a matter
of law or otherwise. Nothing hereinbefore in this ARTICLE contained shall in
any event or under any circumstances form the basis for any inference,
result, conclusion, ruling, or decision more stringent than would be reached
or applied in the absence of the foregoing provisions of this ARTICLE. If any
term or provision of this ARTICLE, or the application thereof to any person
or circumstances, shall to any extent be held invalid or unenforceable, the
remainder of this ARTICLE, or the application of such term or provision to
persons or circumstances other than those as to which it is held invalid or
unenforceable, shall not be affected thereby, and each term and provision of
this ARTICLE shall be held valid and be enforced to the fullest extent
permitted by law. To the extent required by law, this ARTICLE shall be
subject to amendment or repeal only by action of the stockholders of the
corporation.

ARTICLE ELEVENTH A

Conflict of Interest

Section 1. No director or officer of this corporation shall in any event or
under any circumstances be under any liability or accountability to this
<PAGE>13

corporation which except for these provisions in this Section 1 might result
by reason of or from any dealing, contracting or other transaction (before or
after the adoption of this By-law) entered into between this corporation and
any one or more enterprises the operations of the business of which are
supervised, under written contract or otherwise, by the same person, firm,
corporation, trust, association, or other entity, legal or otherwise, which
then is supervising the operation of the business of this corporation, or
entered into between this corporation and said supervisor (said enterprises,
so supervised, and said supervisor being hereinafter in this ARTICLE called
"said outside enterprises"), or by reason of or from the fact that such
director or officer has been (prior to the adoption of this By-law) or is
thereafter at any time a member, director, officer, or stockholder of, or
otherwise, directly or indirectly, connected with or interested in said
outside enterprises, or any one or more of them, or by reason of or from any
action at any time (before or after the adoption of this By-law) taken or
omitted by any such director or officer as director or officer of this
corporation or on behalf of any one or more of said outside enterprises in
relation to matters with respect to which both this corporation and any one
or more of said outside enterprises are interested or concerned in common or
adversely to each other; and no director or officer of this corporation shall
in any event or under any circumstances be under any liability or
accountability to this corporation which except for these provisions in this
Section 1 might result by reason of or from any failure to disclose or to
have disclosed such connection or interest, and no director or officer shall
be under any obligation to disclose such connection or interest.

Section 2. No director or officer of this corporation shall in any event or
under any circumstances be disqualified from dealing, contracting or
participating in any transactions (before or after the adoption of this By-
law) between this corporation and such director or between this corporation
and said outside enterprises or any other enterprises, or any one or more of
them, nor shall any vote, decision or action of such director or officer or
of the Board of Directors (before or after the adoption of this By-law) with
respect to any transaction, in any event or under any circumstances, be
questioned or invalidated by reason of any connection or interest of any
director or officer with or in such transaction or with or in said outside or
other enterprises, or any one or more of them; nor shall any dealing,
contract, or other transaction (before or after the adoption of this By-law)
entered into between this corporation and said director or officer or said
outside or other enterprises, or any one or more of them, in any event or
under any circumstances, be affected or invalidated by the fact that any one
or more directors or officers of this corporation (whether or not
participating in this corporation's action with respect thereto or voting
thereon or being present at any meeting at which said action shall be
authorized) are or were at any time directors or officers of or in any other
way, directly or indirectly, connected with or interested in said outside or
other enterprises, or any one or more of them, or with or in said dealing,
contract, or other transaction, nor shall any such dealing, contract, or
other transaction, in any event or under any circumstances, be affected or
invalidated by any failure by any such director or officer to disclose or to
have disclosed such connection or interest.

Section 3. No dealing, contract, or other transaction of this corporation
(entered into before or after the adoption of this By-law) in which a
director or officer of this corporation has or had any personal or adverse
interest, directly or indirectly, and no conduct (before or after the
adoption of this By-law) by a director or officer of this corporation, which
except for these provisions in this Section 3 might result in any liability
<PAGE>14

or accountability by such director or officer to this corporation or be void
or voidable, shall in any event or under any circumstances result in any such
liability or accountability or be void or voidable if such dealing, contract,
or other transaction, or such conduct shall have been authorized, or shall be
or have been at any time ratified or approved, by an affirmative vote of the
holders of record (whether or not such holders of record shall, directly or
indirectly, be or have been or include or have included such director or
officer, or his personal representatives, and whether or not such director or
officer, or his personal representatives, shall be or have been a director or
officer of any such holder, or of any direct or indirect stockholder in such
holder, or shall be or have been otherwise, directly or indirectly, connected
with or interested in any such holder) of not less than such proportion of
the voting stock of this corporation as is required to effect action by the
stockholders, at any annual or special meeting of the stockholders duly
called and warned for the purpose.

Section 4. As used in this ARTICLE, the term "officer" shall include the
officers enumerated in Section 1 of ARTICLE THIRD hereof and all persons
elected or appointed to serve in any similar capacity or as any financial,
accounting, tax or legal officer of the corporation by the stockholders or
any executive officer of the corporation.

Section 5. Nothing hereinbefore in this ARTICLE contained shall in any event
or under any circumstances form the basis for any inference, result,
conclusion, ruling, or decision more stringent than would be reached or
applied in the absence of the foregoing provisions of this ARTICLE. If any
term or provision of this ARTICLE, or the application thereof to any person
or circumstances, shall to any extent be held invalid or unenforceable, the
remainder of this ARTICLE, or the application of such term or provision to
persons or circumstances other than those as to which it is held invalid or
unenforceable, shall not be affected thereby, and each term and provision of
this ARTICLE shall be held valid and be enforced to the fullest extent
permitted by law.

ARTICLE TWELFTH

Amendments

These By-laws may at any time be amended by vote of the stockholders,
provided that notice of the substance of the proposed amendment is stated in
the notice of the meeting. If authorized by the Articles of Organization, the
Directors may also make, amend, or repeal these By-laws in whole or in part
by a two-thirds vote of the Directors then in office, except with respect to
any provision thereof which by law, the Articles of Organization, or these By-
laws requires action by the stockholders. Not later than the time of giving
notice of the meeting of stockholders next following the making, amending or
repealing by the Directors of any By-law, notice thereof stating the
substance of such change shall be given to all stockholders entitled to vote
on amending the By-laws. Any By-law adopted by the Directors may be amended
or repealed by the stockholders.

END OF BY-LAWS

Exhibit 10.1

FIRST AMENDMENT AND WAIVER
TO
REVOLVING CREDIT AGREEMENT

First Amendment and Waiver dated as of February 14, 1995, by and among M/A-
COM, Inc., a Massachusetts corporation (the "Company"), THE FIRST NATIONAL
BANK OF BOSTON, BAYBANK and FLEET BANK OF MASSACHUSETTS, N.A. (collectively,
the "Banks" and individually, a "Bank"), and THE FIRST NATIONAL BANK OF
BOSTON, as agent for the Banks (the "Agent").

PRELIMINARY STATEMENT. The Company, the Banks and the Agent entered into a
Revolving Credit Agreement dated as of March 15, 1994 (as amended or modified
from time to time, the "Credit Agreement"). Capitalized terms used and not
otherwise defined herein shall have the meanings assigned to them in the
Credit Agreement.

WHEREAS, the Company has informed the Banks that as a result of losses
sustained by the Company, there have occurred one or more Events of Default
under the Credit Agreement;

WHEREAS, the Company has requested and the Banks have agreed to waive certain
Events of Default and to amend certain provisions of the Credit Agreement on
the terms and subject to the provisions set forth herein;

NOW, THEREFORE, the parties hereto agree as follows:

Section 1. Amendments to the Credit Agreement. Subject to the satisfaction
of the conditions set forth in Section 3 hereof, the parties hereto hereby
agree to amend the Credit Agreement as follows:

1.1 Interest on Revolving Credit Loans. Section 2.5(b) of the Credit
Agreement is hereby amended by deleting the words "one and one-half percent
(1 1/2%)" therefrom and substituting in lieu thereof the words "two percent
(2%)".

1.2 Commitment Fee. Section 4 of the Credit Agreement is hereby
amended by adding a new Section 4.2A thereto:

4.2A Commitment Fee. The Borrower agrees to pay to the Agent, for
the accounts of the Banks in accordance with their applicable Commitment
Percentage, a commitment fee (the "Commitment Fee") at the rate of one-half
of one percent (1/2%) per annum on the average daily amount during each
quarter or portion thereof from December 31, 1994 to the Maturity Date, by
which the Total Commitment exceeds the aggregate outstanding amount of the
Loans during such quarter. The Commitment Fee shall be payable quarterly in
arrears on the last day of each March, June, September and December,
commencing March 31, 1995 with the final payment at maturity of the Loans.

Section 2 Waiver. Subject to the satisfaction of the conditions set forth
in Section 3 below, the Banks hereby waive the covenants of the Company set
forth in Section 8.1 (Profitability) and Section 8.4 (Consolidated Operating
Cash Flow to Consolidated Total Debt Service) of the Credit Agreement solely
with respect to the Company's fiscal quarter ending December 31, 1994.

Section 3. Effectiveness of Amendments and Waiver. The amendments and
waiver set forth above shall become effective when the Agent shall have
received the following from the Company:
<PAGE>2

(i) this Amendment and Waiver duly executed by the Company and each of
the Banks; and

(ii) an amendment fee in an amount equal to $75,000 payable to the
Agent for the pro rata account of the Banks in accordance with their
respective Commitment Percentages.

Section 4. Representations and Warranties; No Default. The Company hereby
warrants to the Banks and the Agent that (i) the representations and
warranties made by the Company in the Credit Agreement, as amended hereby,
were true and correct in all material respects when made, and continue to be
true and correct in all material respects on the date hereof except to the
extent that facts upon which such representations and warranties are based
may in the ordinary course be changed pursuant to the transactions permitted
or contemplated by the Credit Agreement, as amended hereby and except to the
extent that such representations and warranties relate expressly to an
earlier date, (ii) to the knowledge of the Chief Financial Officer or
Treasurer of the Company, upon the effectiveness of this Amendment and Waiver
there will exist no Default or Event of Default which would, with either or
both the giving of notice or the lapse of time, result in a Default or Event
of Default and (ii) the execution and delivery by the Company of this
Amendment and Waiver and the Credit Agreement as amended and modified hereby
and the performance by the Company of its obligations thereunder and
hereunder in accordance with their respective terms, and the borrowings and
transactions contemplated hereby and thereby:

(a) are within the corporate powers of the Company, have been duly
authorized by all necessary corporate action, and do not and will not
contravene any provisions of law applicable to the Company;

(b) do not require any approval, consent, order, authorization, or
license by, or giving notice to, or taking any other action with respect to
any governmental or regulatory authority, under any provisions of any laws or
any governmental rules, regulations, orders or decrees applicable to and
binding upon the Company except such consents as have been obtained, are in
force and adequate for their purposes and copies of which have been provided
to the Agent;

(c) do not require any filing, recording or enrolling of any instrument
with any governmental or regulatory authority or any political subdivision
thereof except such as have been obtained, are in full force and effect and
adequate for their purposes and copies of which have been provided to the
Agent and the Banks;

(d) do not contravene the terms of the Company's Articles of
Organization or by-laws, or any amendment thereof;

(e) will not conflict with or result in any breach or contravention of
or in the creation of any lien, mortgage, charge, hypothecation, security
interest or other encumbrance under any indenture, agreement, lease,
instrument or undertaking to which the Company is a party or by which it or
any of its properties, assets or rights is or will become bound or affected;
and

(f) are and will be valid and legally binding obligations of the
Company and are and will be enforceable in accordance with their respective
terms, except as limited by bankruptcy, insolvency, reorganization,
<PAGE>3

moratorium or similar laws relating to or affecting generally the enforcement
of creditors' rights.

Section 5. Reference to and Effect on Credit Agreement.

(a) On and after the Effective Date, each reference in the Credit
Agreement to "this Agreement," "hereunder," "hereof," "herein" or words of
like import, shall mean and be a reference to the Credit Agreement as amended
and modified hereby.

(b) Except as specifically amended and modified hereby, the Credit
Agreement shall remain in full force and effect, and is hereby ratified and
confirmed.

(c) The execution, delivery and effectiveness of this Amendment and
Waiver shall not, except as expressly provided herein, operate as a waiver of
any right, power or remedy of any Bank under the Credit Agreement.

Section 6. Governing Law. This Amendment and Waiver shall be deemed to be a
contract under the laws of the Commonwealth of Massachusetts and shall for
all purposes be construed in accordance with and governed by the laws of said
Commonwealth.

Section 7. Miscellaneous. The captions in this Amendment and Waiver are for
convenience of reference only and shall not define or limit the provisions
hereof. This Amendment and Waiver may be executed in separate counterparts,
each of which when so executed and delivered shall be an original, but all of
which shall constitute one instrument. In proving this Amendment and Waiver
it shall not be necessary to produce or account for more than one such
counterpart.

Signed, sealed and delivered, as of the date set forth at the beginning of
this Amendment and Waiver by the Company, each of the Banks and the Agent.

M/A-COM, INC. THE FIRST NATIONAL BANK
OF BOSTON, individually
and as Agent

By: /s/ Karen L. Edlund By: /s/ Tena C. Lindenauer
Title: Vice President & Treasurer Title: Vice President

BAYBANK FLEET BANK OF
MASSACHUSETTS, N.A.

By: /s/ Mark H. Trachy By: /s/ Roger Boucher
Title: Senior Vice President Title: Vice President

Exhibit 10.2

SECOND AMENDMENT AND WAIVER
TO
REVOLVING CREDIT AGREEMENT

Second Amendment and Waiver dated as of March 23, 1995, by and among M/A-COM,
Inc., a Massachusetts corporation (the "Company"), THE FIRST NATIONAL BANK OF
BOSTON, BAYBANK and FLEET BANK OF MASSACHUSETTS, N.A. (collectively, the
"Banks" and individually, a "Bank"), and THE FIRST NATIONAL BANK OF BOSTON,
as agent for the Banks (the "Agent").

WHEREAS, the Company has informed the Banks that as a result of losses
sustained by the Company, there have occurred one or more Events of Default
under the Credit Agreement;

NOW, THEREFORE, the parties hereto agree as follows:

Section 1. Amendment to the Credit Agreement. Subject to the satisfaction
of the conditions set forth in Section 3 hereof, the parties hereto hereby
agree to amend the Credit Agreement as follows:

1.1 Merger with AMP. Section 11 of the Credit Agreement is hereby
amended by adding the following new Section 11.1(q) thereto:

11.1(q) The Merger Agreement dated March 10, 1995 among the
Borrower, AMP Incorporated and AMP Merger Corp. shall have been terminated by
any party thereto or the Effective Time referred to in such Merger Agreement
shall not have occurred on or before July 31, 1995.

Section 3. Effectiveness of Amendments and Waiver. The amendments and
waiver set forth above shall become effective when the Agent shall have
received the following from the Company:

(i) this Amendment and Waiver duly executed by the Company and each of
the Banks; and

(ii) an amendment fee in an amount equal to $25,000 payable to the
Agent for the pro rata account of the Banks in accordance with their
respective Commitment Percentages.

Section 4. Representations and Warranties; No Default. The Company hereby
warrants to the Banks and the Agent that (i) the representations and
<PAGE>2

warranties made by the Company in the Credit Agreement, as amended hereby,
were true and correct in all material respects when made, and continue to be
true and correct in all material respects on the date hereof except to the
extent that facts upon which such representations and warranties are based
may in the ordinary course be changed pursuant to the transactions permitted
or contemplated by the Credit Agreement, as amended hereby and except to the
extent that such representations and warranties relate expressly to an
earlier date, (ii) to the knowledge of the Chief Financial Officer or
Treasurer of the Company, upon the effectiveness of this Amendment and Waiver
there will exist no Default or Event of Default which would, with either or
both the giving of notice or the lapse of time, result in a Default or Event
of Default and (ii) the execution and delivery by the Company of this
Amendment and Waiver and the Credit Agreement as amended and modified hereby
and the performance by the Company of its obligations thereunder and
hereunder in accordance with their respective terms, and the borrowings and
transactions contemplated hereby and thereby:

(a) are within the corporate powers of the Company, have been duly
authorized by all necessary corporate action, and do not and will not
contravene any provisions of law applicable to the Company;

(d) do not contravene the terms of the Company's Articles of
Organization or by-laws, or any amendment thereof;

Section 5. Reference to and Effect on Credit Agreement.

<PAGE>3

(b) Except as specifically amended and modified hereby, the Credit
Agreement shall remain in full force and effect, and is hereby ratified and
confirmed.

Signed, sealed and delivered, as of the date set forth at the beginning of
this Amendment and Waiver by the Company, each of the Banks and the Agent.

M/A-COM, INC. THE FIRST NATIONAL BANK
OF BOSTON, individually
and as Agent

By: /s/ Karen L. Edlund By: /s/ Tena C. Lindenauer
Title: Vice President & Treasurer Title: Vice President

BAYBANK FLEET BANK OF
MASSACHUSETTS, N.A.

By: /s/ Stephen C. Buzzell By: /s/ Roger Boucher
Title: Vice President Title: Vice President

Exhibit 10.3

AMENDMENT TO THE M/A-COM, INC. LONG TERM INCENTIVE PLAN
ADOPTED BY THE BOARD OF DIRECTORS ON FEBRUARY 14, 1995

VOTED: That Paragraph 15 of the M/A-COM Long Term Incentive Plan dated
October 18, 1989, as heretofore amended, be amended in its entirety
to read as follows:

"15. Withholding Taxes; Issuance of Stock Certificates.
(a) Notwithstanding anything to the contrary hereinabove contained,
the Company shall not be required to issue certificates for shares
purchased by exercise or conversion of an Award until (i) the full
Exercise Price or other consideration due with respect thereto, if
any, has been paid, and (ii) the participant or the participant's
heirs or legal representatives, as the case may be, provide for
payment to (or withholding by) the Company of all amounts required
under then applicable provisions of the Code and state and local tax
laws to be withheld with respect to such shares.

"(b) The participant (or the participant's heirs or legal
representatives, as the case may be) may satisfy the foregoing
withholding tax requirements in whole or in part with respect to any
Restricted Stock Award by electing to have the Company withhold from
the shares of Common Stock to be issued pursuant to such Award a
number of shares ("Reduced Shares") having a value equal to the
amount required to be withheld. The value of the Reduced Shares to
be withheld shall be the fair market value of the Common Stock on the
date that the amount of tax to be withheld is determined (the "Tax
Date"). For purposes of this paragraph, the term "fair market value"
shall mean the average of the high and low trading prices for the
Common Stock on the applicable Tax Date, as reported in the New York
Stock Exchange Composite Transaction Reporting System. If no sale of
Common Stock shall have been made on any such Tax Date, fair market
value shall be based upon the trading prices for the next preceding
day on which there was a sale of Common Stock. An election to use
Reduced Shares for withholding must be made prior to the Tax Date,
must comply with all applicable securities law and other legal
requirements as interpreted by the Committee and may not be made
unless approved by the Committee in its discretion. The
participant's right, title and interest in such Reduced Shares will
terminate as of the Tax Date and certificates evidencing such Reduced
Shares shall be null, void and of no effect. Such Reduced Shares
shall revert to the Company as treasury stock and shall be available
for re-issue as part of future Awards under the Plan.

"(c) Participants shall have none of the rights of a stockholder
with respect to any Award until certificates for the shares
represented thereby have been issued."

Exhibit 10.4

M/A-COM, INC.
SEVERANCE AGREEMENT

AGREEMENT entered into as of the 1st day of February, 1994 by and
between M/A-COM, Inc., a Massachusetts Corporation (hereinafter referred to
as the "Corporation"), and Charles D. Kissner of 55 Royalston Road,
Wellesley, MA 02181 (hereinafter referred to as "Executive").

The parties hereto, each in consideration of the premises and of the
joinder of the other herein, hereby agree as follows:

1. This will serve to confirm our agreement (the "Agreement") relative
to your employment as a senior executive (the "Executive") of M/A-COM, Inc.
(the "Corporation"), employed at will by the Corporation and acting in such
capacity as may be designated by the Board of Directors of the Corporation.
Your current title and role will be Vice President and General Manager of the
Microelectronics Division.

2. All services which Executive shall perform for the Corporation and
its subsidiaries shall be deemed to be services covered by this Agreement.

3. If Executive shall be removed from the position of Vice President
and General Manager of the Microelectronics Division for cause (as defined
below) pursuant to the procedures of Section 51 of c. 156 B of the
Massachusetts General Laws, or any successor provision, then effective upon
the date of such termination or removal, Executive's Base Salary shall be
prorated to the date of such removal or termination. Executive shall be
entitled to vested rights under restricted stock, stock options, deferred
compensation, and any other Corporate benefit plans to the extent provided in
such plans or agreements. For the purpose of this Agreement, "cause" shall
mean (i) commission of a material act against the Corporation involving moral
turpitude or (ii) gross negligence or material willful misconduct by the
Executive in the discharge of his duties hereunder.

4. If a Change of Control (as defined below) shall occur, then,
beginning on the effective date of the Change of Control, Executive shall
have the option, exercisable by him for a period of one (1) year from the
Change of Control upon written notice to the Corporation, to terminate this
Agreement, in which event the Corporation shall pay Executive, within fifteen
(15) days after the effective date of termination, a sum of money equal to
one (1) year's Base Salary at the Executive's then current Base Salary rate.
Executive shall be entitled to vested rights under restricted stock, stock
options, deferred compensation, and any other corporate benefit plans to the
extent provided in such plans or agreements. The required payment shall not
be offset by any services income of Executive from other sources, and
Executive shall have no duty to mitigate damages.

As used in this Agreement, a "Change of Control" shall be deemed to have
occurred if

(i) the Corporation shall reorganize, merge or consolidate with any
corporation and the Corporation shall not be the surviving corporation (as
defined below); or

(ii) the Corporation shall sell or exchange all or substantially all of
its assets (determined without regard to its receivables); or
<PAGE>2

(iii) any individual, entity or group (within the meaning of Section 13
(d) (3) or 14 (d) (2) of the Securities Exchange Act of 1934, as amended)
possesses (through acquisition, issuer repurchase or otherwise) beneficial
ownership of shares of the Corporation's capital stock conferring upon the
holder 40% or more of the power to vote for the election of directors of the
Corporation, excluding any such possession by one or more employee benefit
plans maintained by the Corporation and its subsidiaries and excluding any
such possession arising from the holding of revocable proxies; or

(iv) persons who serve as directors of the Corporation on the date
hereof (the "Incumbent Directors") shall cease for any reason to constitute
at least two-thirds of the Board of Directors of the Corporation; provided
that any person who becomes a director of the Corporation after the date
hereof shall be deemed to be an Incumbent Director if his or her nomination
for election as a director was approved by a majority vote of the Board of
Directors then in office, unless such nomination was the result of an actual
or threatened election contest of the type contemplated by Regulation 14a-11
promulgated under the Securities Exchange Act of 1934, as amended, or any
successor provision.

As used herein, the Corporation shall be deemed to be the "surviving
corporation" following a reorganization, merger or consolidation if,
following such transaction, the persons who were the beneficial owners of the
Corporation's voting securities prior to the transaction beneficially own
securities having a majority of the aggregate voting power represented by all
outstanding securities of the Corporation or other entity resulting from such
reorganization, merger or consolidation.

5. If Executive shall be removed from, or shall cease to be elected to,
the position of Vice President and General Manager of the Microelectronics
Division, with the powers and responsibilities generally pertaining to that
position, except for Cause or Change of Control, then beginning on the date
on which Executive shall so cease to be Vice President and General Manager of
the Microelectronics Division, Executive shall have the option, exercisable
by him for a period of three (3) months from such date, upon written notice
to the Corporation, to terminate this Agreement, in which event the
Corporation shall pay Executive, within fifteen (15) days after the effective
date of termination, a sum of money equal to one (1) year's Base Salary at
Executive's then current Base Salary rate. Executive shall be entitled to his
vested rights under restricted stock, stock options, deferred compensation,
and any other corporate benefit plans to the extent provided in such plans or
agreements. The required payment shall not be offset by any services income
of Executive from other sources, and Executive shall have no duty to mitigate
damages.

6. If any invention, discovery, patent, formula, improvement or process
is created, conceived, developed or discovered by Executive, either solely or
jointly with others during the term hereof, he shall forthwith disclose the
same to the Corporation and assign, grant and convey to the Corporation, and
does hereby assign, grant and convey to the Corporation, any and all
inventions, discoveries, patents, formulae, improvements or processes or his
rights thereto. At any time, whether during the term hereof or thereafter,
upon request by the Corporation, Executive will execute and deliver to the
Corporation an assignment of his entire right, title, and interest in and to
and under any and all such inventions, discoveries, patents, formulae,
improvements, and processes, and applications for Letters Patent thereon; he
will execute and similarly deliver application papers for Letters Patent in
any and all countries for any and all such inventions, discoveries, patents,
<PAGE>3

formulae, improvements, and processes as may be required by the Corporation;
he will execute and similarly deliver any and all other papers and documents,
including assignments, affidavits and oaths of fact within his knowledge and
do such other acts as may, in the option of the Corporation, be desirable or
necessary more effectually to convey or vest in the Corporation the rights,
titles, benefits and privileges intended to be conveyed; he will aid and
assist the Corporation, including the giving of testimony and depositions in
the prosecution or defense of any interference or litigation involving any of
and all said inventions, discoveries, patents, formulae, improvements and
processes and applications for Letters Patent and Letters Patent therefor or
reissues thereof; provided, however, that the Corporation shall pay any and
all expenses incurred by Executive in connection with the services described
herein.

7. Executive agrees to devote his full business time and efforts to the
performance of his designated duties in furtherance of the Corporation's
business. However, Executive may act as a director or trustee of business
corporations, foundations or charities and may participate in reasonable
amounts of public interest and related work. Executive acknowledges that the
Corporation has rights to protect trade secrets and other confidential and
proprietary information relating to its products, services, customers,
processes and other aspects of its business, whether produced by it or
otherwise owned by it, and acknowledges that the Corporation has not waived
any of those rights in favor of Executive.

8. Executive further agrees that, during the Protected Period (as
defined below), he will not compete, directly or indirectly, with the
business of the Corporation. The phrase "compete, directly or indirectly,
with the business of the Corporation" as used herein, shall mean engaging or
having an interest, directly or indirectly, as owner, employee, partner,
through stock ownership (other than less than 5% of the outstanding stock of
a publicly-traded corporation), investment of capital, lending of money or
property, rendering of services, or otherwise, either alone or in association
with others, in the formation, funding or operation of any type of group,
business or enterprise ten percent (10%) or more of the revenue of which (in
the four most recent fiscal quarters) is derived from the manufacture and/or
sale of products similar to those manufactured and sold by the Corporation or
its subsidiaries or partnerships in which the Corporation has an interest at
the time of the alleged competition or which performs similar functions to
those performed by such products, or which are improvements or replacements
therefor. The Protected Period shall be the period during which the
Executive is employed by the Corporation plus, if the Executive's employment
with the Corporation ends for Cause or breach by Executive, one (1) year
after the Executive's employment so ends.

9. The parties hereto agree that the services of Executive are of a
personal, special, unique and extraordinary character and cannot be replaced
by the Corporation, that the violation by Executive of his agreements in
Paragraphs 6, 7, and 8 may cause the Corporation irreparable harm which could
not reasonably or adequately be compensated in damages in an action at law,
and that his agreements in Paragraphs 6, 7, and 8, hereof, shall therefore be
enforceable both at law and in equity, by injunction and otherwise. The
remedies of the Corporation hereunder, and at law and in equity, shall be
cumulative and not alternative, and shall not be exhausted by any one or more
uses thereof.

10. Any notice hereunder shall be effective when mailed by REGISTERED
or CERTIFIED MAIL, postage and other charges prepaid, in the case of
<PAGE>4

Executive addressed to him at 50 Royalston Road, Wellesley, MA 02181, or such
other address as is recorded of record with the Corporation, from time to
time, and in the case of the Corporation, addressed to it at 401 Edgewater
Place, Suite 560, Wakefield, MA 01880-6210, Attention: President and Chief
Executive Officer, or at such other address as either of the parties shall
have last designated by notice given in like manner to the other of them.

11. No provisions of this Agreement shall be modified or amended except
by an instrument in writing duly executed by the parties hereto, and no
custom, act, payment, favor or indulgence shall grant any additional right to
Executive or be deemed a waiver by the Corporation of any of Executive's
obligations hereunder or release Executive therefrom or impose any additional
obligation upon the Corporation, nor shall any assent, express or implied, by
the Corporation to, or waiver by the Corporation of, any breach by Executive
of any term or provision hereof be deemed to be an assent or waiver by the
Corporation to or of any succeeding breach of the same or any other term or
provision. Every term and provision of this Agreement shall be deemed to be
of the essence hereof and every breach thereof material. This Agreement is
personal to and shall not be assignable by Executive, but shall inure to the
benefit of the respective parties hereto and their respective heirs,
successors, and assigns.

12. If any term or provision of this Agreement or the application
thereof to any person or circumstance shall to any extent be invalid or
unenforceable, the remainder of this Agreement or the application of such
term or provision to persons or circumstances other than those to which it is
invalid or unenforceable shall not be affected thereby, and each term and
provision of this Agreement shall be valid and be enforced to the fullest
extent permitted by law; provided, however, that if the provisions of
Paragraphs 6 and 7 shall be held to be unenforceable and if Executive shall
not voluntarily abide by said provisions in all respects, then this Agreement
shall ipso facto terminate with the same effect as if terminated pursuant to
Paragraph 3, hereof.

13. This Agreement shall be construed and enforced in all respects in
accordance with the laws of the Commonwealth of Massachusetts, without giving
effect to the conflict of laws principles thereof.

WITNESS the execution hereof under seal the day and year first above
written.

M/A-COM, Inc.

By: /s/ Allan L. Rayfield
Allan L. Rayfield
President and Chief Executive Officer

By: /s/ Charles D. Kissner
Charles D. Kissner

Exhibit 10.5

December 20, 1991

Mr. Peter L. Manno
5375 Blackhawk Drive
Danville, CA 94506

Dear Pete,

This will serve as confirmation that the proper title for the position
offered in my letter of December 10, 1991 is Vice President, Sales and
Marketing. In this capacity you will be responsible for worldwide sales and
distribution, and strategic marketing.

If you are terminated for any reason other than cause, the Company shall
continue to pay you at the rate of 140% of your monthly base salary and at
the same intervals for up to twelve (12) additional months if (a) during that
period you are not employed by a third party, and (b) you have used your best
efforts to find suitable employment. For the purpose of this agreement,
"cause" shall mean (i) commission of a material act against the Corporation
involving moral turpitude or (ii) gross negligence or material willful
misconduct by you in the discharge of your duties hereunder.

If you agree that the foregoing accurately reflects our understandings,
please execute one copy of this letter agreement in the space provided and
return the copy to the undersigned.

Very truly yours,

/s/ Robert H. Glaudel
Robert H. Glaudel

Accepted:

/s/ Peter L. Manno
Peter L. Manno

Exhibit 10.6

AMENDMENT NO. 1 DATED MAY 26, 1993 TO THE DEFERMENT
AGREEMENT DATED DECEMBER 18, 1986

AGREEMENT dated May 26, 1993 between M/A-COM, Inc. (hereinafter the
"Corporation") and E. James Morton (the "Director").

WHEREAS, the Director is or is about to become a member of the Board of
Directors of the Corporation; and

WHEREAS, the Corporation has agreed to pay fees to the Director for his
service as a director of the Corporation; and

WHEREAS, the Director desires to defer the receipt of his fees as set forth
in this Agreement;

NOW, THEREFORE, the Corporation and the Director agree as follows:

1. ELECTION OF DEFERMENT. The Director may file with the Corporation at any
time an election to defer (i) all of the compensation earned as a director
for attending directors and committee meetings during any calendar year,
and/or (ii) all or any portion of his annual Director's fee, payable with
respect to such year, such election to be made in the form of Exhibit 1.
Revocation of any such election may be effected by filing with the Corpo
ration written notice of revocation in the form of Exhibit 3. The last
election filed before January 1 of such year or, for the year in which he
first becomes a director of the Corporation, before his first term as
director of the Corporation begins, shall determine the percentage of the
Director's fees to be deferred for that calendar year (or the balance
thereof) and each subsequent calendar year until revoked not later than the
close of the calendar year preceding that with respect to which such
revocation is to be effective. If the Director shall have filed no election,
he shall be deemed to have elected 0% as the percentage to be deferred for
all years until he shall have filed an election.

2. THE DIRECTOR'S DEFERMENT ACCOUNT. The Corporation shall maintain a
Deferment Account for the Director to which the following credits shall be
made:

2.1. Elected Percentage. As of December 31 of each year, the
Corporation shall credit to the Director's Deferment Account the portion of
his fees for that year which he elected to defer.

2.2. Interest Equivalent. As of the end of each calendar quarter,
whether before or after maturity of the Deferment Account, the Corporation
shall credit to the Director's Deferment Account an amount equivalent to
interest at the Subject Rate (as hereinafter defined) on the balance standing
to the credit of the Account at the end of that calendar quarter.

2.3. Subject Rate. The Subject Rate for each calendar quarter shall be
the "Prime Lending Rate" of interest charged by the First National Bank of
Boston, or its successors or assigns, as of the last day of the preceding
calendar quarter.

3. PAYMENTS TO THE DIRECTOR OR HIS BENEFICIARY. The Corporation shall make
payments to the Director or his beneficiary as follows and shall make
appropriate debits to the Deferment Account to reflect those payments:
<PAGE>2

3.1. Maturity of the Deferment Account. The Deferment Account shall
mature on the first of the following events:

(a) December 31 of the year in which occurs the Director's 65th
birthday; unless the Director shall choose to defer such payments until his
Retirement from the Board of Directors, in which case payment shall occur
beginning December 31 of such retirement year;

(b) December 31 of the year in which the Director dies;

(c) The date of the adoption of a vote of the shareholders of the
Corporation for (i) the dissolution, liquidation or winding up of the affairs
of the Corporation, whether voluntary or involuntary, or (ii) the sale,
conveyance or transfer of all or substantially all the Corporation's assets.

3.2. First Payment. Within thirty (30) days after the maturity of the
Deferment Account, the Corporation shall pay to the Director an amount equal
to twenty-five percent (25%) of the balance then standing to the credit of
his Deferment Account.

3.3. Subsequent Payments. During the month of January in each of the
first three years following the year in which the first payment was made, the
Corporation shall pay to the Director amounts equal to the following
percentages of the balance standing to the credit of his Deferment Account on
the respective dates of payment:

Year Following
First Payment Percentage

First 33 1/3%
Second 50%
Third 100%

3.4. Other Payment Provisions in Case of Death. If the Director dies
before all payments shall have been made to him, payments shall be made in
the manner and at the times provided in Sections 3.2 and 3.3 of this
Agreement to his beneficiary designated on the form attached as Exhibit 2,
provided, however, that, at the sole discretion of the Corporation's
Compensation Committee, such payments may be accelerated and paid in such
greater amounts and at such earlier times as the Compensation Committee
determines. Upon the death of such beneficiary prior to his receipt of all
such payments, the entire unpaid balance thereof shall be paid in a lump sum
to the estate of such beneficiary. In default of any designation of a
beneficiary by the Director, all amounts remaining unpaid upon his death
shall be paid in a lump sum to his estate.

4. NATURE OF CLAIM FOR PAYMENTS. The benefits provided under this Agreement
shall be payable from the general assets of the Corporation, and to the
extent not so paid, from the assets of a grantor trust established for the
benefit of the Director pursuant to a trust agreement substantially in the
form attached hereto as Exhibit 4 (the "Grantor Trust"). Upon the occurrence
of a Change in Control, a Corporate Transaction or the termination of the
Director's membership on the Board of Directors for Good Reason, the
Corporation must as soon as possible, and in no event more than thirty (30)
days after such occurrence, transfer to the Grantor Trust maintained for the
Director assets sufficient (in combination with the assets, if any, then
existing in the affected Grantor Trust) to provide the anticipated benefit of
the Director hereunder, but at no time shall the Director nor any beneficiary
<PAGE>3

have any right, title, or interest superior to that of a general unsecured
creditor of the Corporation, in or to any asset or assets of any Grantor
Trust or of the Corporation. The Corporation shall provide to the
Compensation Committee copies of the trust agreement under which the Grantor
Trust is established and maintained.

5. ADMINISTRATION.

5.1. Plan Administrator. The Corporation's Compensation Committee (the
"Committee") will administer payments and claims for payment under this
Agreement.

5.2. Procedure. The Committee may take any decision or action in
connection with this Agreement by a majority (but not less than two (2)) of
its members. Decisions in connection with this agreement may be made and
evidenced by a written document signed by a majority of the Committee's
members, without a formal meeting of the Committee.

5.3. Cooperation with Trustee. The Committee shall promptly provide to
the Trustee of the Grantor Trust described in Section 4 (the "Trustee") and
to any accountant, attorney or other professional designated by the Trustee
copies of all beneficiary designations, claims for benefits and elections of
form of benefits filed with the Corporation pursuant to this Agreement, and
such information as to compensation and other information that the Trustee
may request in connection with this Agreement.

5.4. Duties. In addition to the powers and duties specified elsewhere
in the Plan, the Committee shall:

(a) determine whether and when the status of the Director as a
member of the Corporation's Board of Directors has been terminated and, to
the extent material to a determination of a payment hereunder, the cause of
such termination; and

(b) decide all questions which may arise from time to time with
respect to the rights under this Agreement of the Director and any other
persons who claim to be entitled to payment hereunder.

Subject to 5.9, the Committee shall have exclusive discretionary
authority to construe and interpret this Agreement.

5.5. Indemnification. The Corporation agrees to indemnify and save
harmless each member of the Committee and any delegate of the Committee
against any and all liability occasioned by or arising out of any action with
respect to this agreement taken, suffered or omitted in good faith by him.

5.6. Delegation. The Committee may authorize one or more of its
members, or the Secretary of the Compensation Committee to sign on its behalf
any instructions or other documents with respect to this Agreement.

5.7. Claims Procedure. The Director and any other person claiming a
benefit under this Agreement must complete and file such application forms as
the Committee may reasonably require. The Committee will from time to time
designate one of its members to review all applications for benefits. The
reviewer shall advise the Committee in writing, with a copy to the Trustee,
of his determination as to the right of any claimant to a benefit. Unless one
or more members of the Committee object to his determination within ten (10)
business days after the date of such written advice, the reviewer shall
<PAGE>4

communicate his determination to the claimant (with a copy to the Trustee) in
accordance with the next following paragraph of this Section 5.7. In the
event of such an objection, the Committee shall determine the rights of the
claimant.

The reviewer shall notify the claimant in writing of the decision as to
the claim within thirty (30) days of the reviewer's receipt of the claimant's
application. If special circumstances require any extension of time (not to
exceed thirty (30) days) for processing the claim, the claimant will be
notified in writing of the extension, before the expiration of the initial
thirty (30) day period. Any denial of a claim for benefits will be set forth
in writing, delivered or mailed to the claimant, specific reasons for the
denial and, if applicable, a description of additional material or
information necessary for the claimant to perfect his claim. If the reviewer
rejects an application solely because the claimant failed to furnish certain
necessary material or information, the notice shall explain what additional
material is needed and why, and advise the claimant that he may refile a
proper application under this claims procedure.

5.8. Appeal and Review Procedure. A claimant may appeal the denial of
a claim pursuant to Section 5.7 by submitting to the Committee a written
request for review of the denial, with a copy to the Trustee, within thirty
(30) days after he receives written notice of denial (or, if he has received
no such written notice of denial within the time prescribed in Section 5.7,
within forty-five (45) days after the submission of his application forms to
the Committee). A claimant may also submit a written statement of issues and
comments concerning his claim, and may request an opportunity to review this
Agreement and any other pertinent documents, which the Committee shall make
available to him at a convenient location during regular business hours
within thirty (30) days after its receipt of the request.

The Committee will set forth its final decision in writing citing
specific reasons for the decision, and will transmit its written decision to
the claimant (with a copy to the Trustee) by Certified Mail within thirty
(30) days after its receipt of the claimant's request for review.

5.9. Claims in Special Circumstances. Notwithstanding the fore-going
sections of this Section 5, upon the occurrence of a Change in Control or a
Corporate Transaction, the Trustee shall succeed to the duties and authority
of the Committee pursuant to Section 5.7 and 5.8, and in the event of the
termination of the Director's membership on the Board of Directors for Good
Reason, the Trustee shall succeed to the duties and authority of the
Committee pursuant to Sections 5.7 and 5.8 as to claims for benefits. To the
extent necessary to implement its succession to the duties and authority of
the Committee pursuant to Sections 5.7 and 5.8, the Trustee shall also
succeed to the authority of the Committee pursuant to the final sentence of
Section 5.4.

5.10. Definitions. "Cause" means any of the following: (a) the
willful and continued failure (other than by reason of incapacity due to
physical or mental illness) of the Director to perform satisfactorily the
duties consistent with his title and position reasonably required of him by
the Board after a written demand for substantial performance is delivered to
the Director by the Board, which demand specifically identifies the manner in
which the Board believes the Director has not satisfactorily performed his
duties; (b) the commission by the Director of a felony, or the perpetration
by the Director of a dishonest act or common law fraud against the
Corporation or any of its subsidiaries; or (c) any other willful act or
<PAGE>5

omission which is injurious to the financial condition or business reputation
of the Corporation or any of its subsidiaries; provided, however, that no act
or failure to act shall be deemed "willful" unless done, or omitted to be
done, not in good faith and without reasonable belief that the act or
omission was in the best interest of the Corporation.

"Change in Control" means any occasion upon which an individual,
corporation or other entity (hereinafter, a "Person") becomes the beneficial
owner of twenty percent (20%) or more of the outstanding shares of common
stock of the Corporation, other than a merger in which either (a) the
Corporation is the continuing corporation and none of its outstanding common
stock is reclassified, or (b) the Corporation is not the continuing
corporation or its outstanding common stock is reclassified, but the merger
or reclassification has been approved by affirmative votes of the requisite
number of holders of securities of the Corporation present or represented
and entitled to vote at a meeting duly held to vote on the merger in
accordance with the applicable corporate law of the Commonwealth of
Massachusetts and the by-laws of the Corporation.

A person shall be deemed to be the beneficial owner of shares of common
stock which are beneficially owned, directly or indirectly , by any other
Person (a) with which it or its "affiliate" or "associate" (as hereinafter
defined) has any agreement, arrangement or understanding for the purposes of
acquiring, holding, voting or disposing of stock, or (b) which is its
"affiliate" or "associate." A Person is an "affiliate" of another Person if
the former directly, or indirectly through one or more intermediaries,
controls, is controlled by, or is under common control with, the latter; and
a Person is an "associate" of (x) any corporation or organization (other than
the Corporation or any of its subsidiaries) of which such person is an
officer or partner or is, directly or indirectly, the beneficial owner of ten
percent (10%) or more of any class of equity securities, (y) any trust or
estate in which such person has a substantial beneficial interest or as to
which such person serves as trustee or in a similar fiduciary capacity, and
(z) any relative or spouse of such person, or any relative of such spouse,
who has the same home as such person or who is a director of the Corporation
or any of its subsidiaries.

"Corporate Transaction" means a transaction (including, without
limitation, a merger, consolidation, sale of substantially all of the
Corporation's assets, liquidation or recapitalization of the Corporation's
common stock) in which the common stock of the Corporation is changed into or
exchanged for securities of another corporation, or interests in a non-
corporate entity, or other property, unless effective as of the date of the
transaction, the entity that carries on the business of the Corporation after
the transaction assumes the obligations of the Corporation under this
Agreement, or adopts an agreement substantially similar to this Agreement and
providing benefits substantially similar to the benefits provided under this
Agreement immediately before the transaction.

"Good Reason" means any of the following, in the absence of Cause: (a)
failure of the Corporation to nominate the Director for election to the Board
of Directors, (b) removal of the Director from the position described in
clause (a); or (c) substantially reducing the Director's annual fees from
their levels when he entered into Amendment No. 1 to this Agreement, or any
level established thereafter with the Director's agreement.

6. RIGHTS NON-ASSIGNABLE. Neither the Director nor any beneficiary shall
have any right to assign or otherwise alienate the right to receive payments
<PAGE>6

hereunder, in whole or in part, which payments are expressly agreed to be non-
assignable and non-transferable, whether voluntarily or involuntarily.

7. REPORTS TO PARTICIPATING DIRECTORS. Within thirty (30) days following
the close of each calendar year prior to full payment to a Director or his
beneficiary of the balance standing to the credit of his Deferment Account,
the Corporation shall furnish to such Director or beneficiary, as the case
may be, a statement of account reflecting all transactions in such Director's
Deferment Account during the preceding calendar year, including the balance
in such Account as of the close of the year.

8. SUCCESSORS. This Agreement shall be binding upon and shall inure to the
benefit of the Corporation, its successors and assigns, the Director and his
personal representatives.

9. GOVERNING LAW. This Agreement shall be construed in accordance with and
governed by the Laws of the Commonwealth of Massachusetts.

Signed and sealed on the date first written above.

/s/ E. James Morton
E. James Morton, Director
Church Court, 492 Beacon Street, Unit #55
Boston, Massachusetts, 02115

M/A-COM, Inc.

By: /s/ Robert H. Glaudel
Robert H. Glaudel
Senior Vice President
Human Resources
<PAGE>7

Exhibit 1

ELECTION OF DEFERMENT

May 26, 1993

M/A-COM, Inc.
401 Edgewater Place, Suite 560
Wakefield, MA 01880-6210

Gentlemen:

In accordance with the provisions of the Deferment Agreement dated May 26,
1993 between M/A-COM, Inc. and the undersigned, I hereby elect to defer 100%
of the annual Director's fees, 100% of the compensation payable to me for
attending directors and committee meetings during calendar year 1993. I
understand that this election is irrevocable as to that calendar year and as
to each succeeding calendar year until revoked in writing or superseded by a
new election, in either case filed not later than the last day of the
calendar year preceding that with respect to which said revocation or new
election is to be effective.

Very truly yours,

/s/ E. James Morton
E. James Morton, Director

Receipt of this election is hereby acknowledged this 26th day of May 1993.

M/A-COM, Inc.

/s/ Robert H. Glaudel
Senior Vice President
Human Resources
<PAGE>8

Exhibit 2

DESIGNATION OF BENEFICIARY

May 26, 1993

M/A-COM, Inc.
401 Edgewater Place, Suite 560
Wakefield, MA 01880-6210

Gentlemen:

In accordance with the provisions of the Deferment Agreement dated May 26,
1993 between M/A-COM, Inc. and the undersigned, I hereby designate Matthild
C. Schneider* as my beneficiary to receive payments thereunder in the event
of my death before payments in full thereunder have been made. In the event
said beneficiary predeceases me, I hereby designate of
* as beneficiary in his stead.

Very truly yours,

/s/ E. James Morton
E. James Morton, Director

* If more than one beneficiary is to be designated, add a page listing the
beneficiaries and specify the percentage of each payment to be received by
each beneficiary.
<PAGE>9

Exhibit 3

REVOCATION OF ELECTION

Date

M/A-COM, Inc.
402 Edgewater Place, Suite 560
Wakefield, MA 01880-6210

Gentlemen:

In accordance with the provisions of paragraph 1 of the Deferment Agreement
dated between M/A-COM, Inc. and the undersigned, I
hereby revoke my previous election to defer my annual Director's fee and
compensation payable to me for attending directors and committee meetings,
effective January 1, 19 .

Very truly yours,

Director

Receipt of this revocation is hereby acknowledged this day of
, 19 .

M/A-COM, Inc.

Title

Exhibit 10.7

DEFERMENT AGREEMENT

AGREEMENT dated December 31, 1993 between M/A-COM, Inc. (hereinafter the
"Corporation") and Paul E. Tsongas (the "Director").