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Form of Executive Severence Benefits Agreement

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Exhibit 10.1

[Form for use on or after November 5, 2009]

EXECUTIVE SEVERANCE BENEFITS AGREEMENT

This EXECUTIVE SEVERANCE BENEFITS AGREEMENT (the " Agreement" ) is entered into this day of , (the " Effective Date" ), between (" Executive" ) and SYMMETRICOM, INC. (the " Company" ). This Agreement is intended to provide Executive with the compensation and benefits described herein upon the occurrence of specific events. Certain capitalized terms used in this Agreement are defined below, in Article 5. The Company and Executive hereby agree as follows:

ARTICLE 1

SCOPE OF AND CONSIDERATION FOR THIS AGREEMENT

1.1 Position and Duties. Executive is currently employed by the Company as . Executive reports directly to the Company' s Chief Executive Officer.

1.2 Restrictions. During his employment by the Company, Executive agrees to the best of his ability and experience that he will at all times loyally and conscientiously perform all of the duties and obligations required of and from him as . During the term of his employment, Executive further agrees that he will devote all of his business time and attention to the business of the Company, the Company will be entitled to all of the benefits and profits arising from or incident to all such work, services and advice, Executive will not render commercial or professional services of any nature to any person or organization, whether or not for compensation, without the prior written consent of the Board or its authorized designee, and Executive will not directly or indirectly engage or participate in any business that is competitive in any manner with the business of the Company. Nothing in this Agreement will prevent Executive from accepting speaking or presentation engagements in exchange for honoraria or from service on boards of charitable organizations or otherwise participating in civic, charitable or fraternal organizations, or from owning no more than one percent (1%) of the outstanding equity securities of a corporation whose stock is listed on a national stock exchange.

1.3 Confidential Information and Invention Assignment Agreement. Executive acknowledges that he has previously executed and delivered to an officer of the Company the Company' s Confidentiality and Invention Assignment Agreement (the " Confidentiality Agreement" ) and that the Confidentiality Agreement remains in full force and effect.

1.4 Confidentiality of Terms. Executive agrees to follow the Company' s strict policy that except as mandated by applicable law employees must not disclose, either directly or indirectly, any information, including any of the terms of this Agreement, regarding salary, bonuses, or stock purchase or option allocations to any person, including other employees of the Company; provided , however , that Executive may discuss such terms with members of his immediate family and any legal, tax or accounting specialists who provide Executive with individual legal, tax or accounting advice, and Executive may discuss such terms with other employees of the Company on a need to know basis if required to carry out Executive' s duties, or at the request of the Board or any other superior officer of the Company.

1.5 Consideration. The duties and obligations of the Company to Executive under this Agreement shall be in consideration for Executive' s past services to the Company, Executive' s continued employment with the Company, and Executive' s execution of a release in accordance with Section 3.1. 1.6 Prior Agreement. This Agreement shall supersede any other agreement relating to severance benefits in the event of Executive' s severance from employment.

ARTICLE 2

SEVERANCE BENEFITS

2.1 Non-Change of Control Severance Benefits. A Covered Termination of Executive' s employment (excluding a Covered Termination which is described in Section 2.2 below) entitles Executive to receive the benefits set forth in this Section 2.1.

(a) Base Salary. The Company shall pay to Executive an amount equal to nine (9) months of Executive' s Base Salary (the " Severance Amount" ). Such Severance Amount shall be paid over the nine-month period commencing on the date of termination in substantially equal installments in accordance with the Company' s regular payroll practices and shall be subject to all required tax withholding; provided, however, that any such payments that would otherwise have been made before the first normal payroll payment date falling on or after the First Payment Date shall be made on the First Payment Date.

(b) Health Benefits. Provided that Executive elects continued coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (" COBRA" ), the Company shall pay the premiums of Executive' s group health insurance coverage, including coverage for Executive' s eligible dependents, until the earlier of the expiration of the nine (9) month period following the date of termination or the applicable COBRA continuation period; provided, however, that the Company shall pay premiums for Executive' s eligible dependents only for coverage for which those eligible dependents were enrolled immediately prior to the Covered Termination; provided , further , that Executive shall be solely responsible for all matters relating to his continuation of coverage pursuant to COBRA, including, without limitation, the election of such coverage. For the balance of the period that Executive is entitled to coverage under federal COBRA law, if any, Executive shall be entitled to maintain such coverage at Executive' s own expense.


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2.2 Change of Control Severance Benefits. A Covered Termination of Executive' s employment within twelve (12) months following the effective date of a Change of Control entitles Executive to receive the benefits set forth in this Section 2.2. (a) Base Salary. The Company shall pay to Executive an amount equal to twelve (12) months of Executive' s Base Salary. Such severance amount shall be paid over a period of twelve (12) months commencing on the date of termination in substantially equal installments in accordance with the Company' s regular payroll practices and shall be subject to all required tax withholding; provided, however, that any such payments that would otherwise have been made before the first normal payroll payment date falling on or after the First Payment Date shall be made on the First Payment Date. (b) Bonus. The Company shall pay to Executive an amount equal Executive' s target annual bonus for the fiscal year during which the Covered Termination occurs, with such bonus determined assuming that all of the performance objectives for such fiscal year have been attained. Such severance amount shall be paid over a period of twelve (12) months commencing on the date of termination in substantially equal installments in accordance with the Company' s regular payroll practices and shall be subject to all required tax withholding; provided, however, that any such payments that would otherwise have been made before the first normal payroll payment date falling on or after the First Payment Date shall be made on the First Payment Date.

(c) Covered Termination Stock Award Acceleration. In the event of a Covered Termination of Executive' s employment within twelve (12) months following the effective date of a Change of Control: (i) if the applicable Covered Termination occurs prior to the first anniversary of the date on which Executive commenced employment with the Company (the " Employment Commencement Date" ), the vesting and/or exercisability of fifty percent (50%) of Executive' s outstanding unvested Stock Awards shall be automatically accelerated on the date of termination;

(ii) if the applicable Covered Termination occurs on or after the first anniversary of the Employment Commencement Date but prior to the second anniversary of the Employment Commencement Date, the vesting and/or exercisability of seventy-five percent (75%) of Executive' s outstanding unvested Stock Awards shall be automatically accelerated on the date of termination; or


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(iii) if the applicable Covered Termination occurs on or after the second anniversary of the Employment Commencement Date, the vesting and/or exercisability of one hundred percent (100%) of Executive' s outstanding Stock Awards shall be automatically accelerated on the date of termination. (d) Health Benefits. Provided that Executive elects continued coverage under federal COBRA law, the Company shall pay the premiums of Executive' s group health insurance coverage, including coverage for Executive' s eligible dependents, until the earlier of the expiration of the twelve (12) month period following the Covered Termination or the applicable COBRA continuation period; provided, however, that the Company shall pay premiums for Executive' s eligible dependents only for coverage for which those eligible dependents were enrolled immediately prior to the Covered Termination; provided , further , that Executive shall be solely responsible for all matters relating to his continuation of coverage pursuant to federal COBRA law, including, without limitation, the election of such coverage. For the balance of the period that Executive is entitled to coverage under federal COBRA law, if any, Executive shall be entitled to maintain such coverage at Executive' s own expense.

(e) No Duplication of Benefits. The payments and benefits provided for in this Section 2.2 shall only be payable in the event of a Covered Termination of Executive' s employment within twelve (12) months following the effective date of a Change of Control. In the event of a Covered Termination of Executive' s employment prior to or more than twelve (12) months following a Change Control, then Executive shall receive the payments and benefits described in Section 2.1 and shall not be eligible to receive any of the payments and benefits described in this Section 2.2.

2.3 Other Terminations. If Executive' s employment is terminated by the Company for Cause, by Executive other than pursuant to a Constructive Termination or as a result of Executive' s death or disability, the Company shall not have any other or further obligations to Executive under this Agreement (including any financial obligations) except that Executive shall be entitled to receive (a) Executive' s fully earned but unpaid base salary, through the date of termination at the rate then in effect, and (b) all other amounts or benefits to which Executive is entitled under any compensation, retirement or benefit plan or practice of the Company at the time of termination in accordance with the terms of such plans or practices, including, without limitation, any continuation of benefits required by federal COBRA law or applicable law. The foregoing shall be in addition to, and not in lieu of, any and all other rights and remedies which may be available to the Company under the circumstances, whether at law or in equity.

2.4 Mitigation. Except as otherwise specifically provided herein, Executive shall not be required to mitigate damages or the amount of any payment provided under this Agreement by seeking other employment or otherwise, nor shall the amount of any payment provided for under this Agreement be reduced by any compensation earned by Executive as a result of employment by another employer or by any retirement benefits received by Executive after the date of the Covered Termination.


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2.5 Exclusive Remedy. Except as otherwise expressly required by law (e.g., COBRA) or as specifically provided herein, all of Executive' s rights to salary, severance, benefits, bonuses and other amounts hereunder (if any) accruing after the termination of Executive' s employment shall cease upon such termination. In the event of a termination of Executive' s employment with the Company, Executive' s sole remedy shall be to receive the payments and benefits described in this Agreement.

ARTICLE 3

LIMITATIONS AND CONDITIONS ON BENEFITS

3.1 Release Prior to Payment of Benefits. Upon the occurrence of a Covered Termination of Executive' s employment, and prior to the payment of any benefits under this Agreement on account of such Covered Termination, Executive shall execute and not revoke a release (the " Release" ) in the form attached hereto and incorporated herein as Exhibit A or Exhibit B, as applicable. Executive shall execute and deliver such Release to the Company no later than fifty (50) days following the date of the Covered Termination. Such Release shall specifically relate to all of Executive' s rights and claims in existence at the time of such execution and shall confirm Executive' s obligations under the Confidentiality Agreement. It is understood that, as specified in the applicable Release, Executive has a certain number of calendar days to consider whether to execute such Release, and Executive may revoke such Release within seven (7) calendar days after execution. In the event Executive does not execute such Release within the applicable period, or if Executive revokes such Release within the subsequent seven (7) day period, no benefits shall be payable under this Agreement. 3.2 Termination of Benefits. Benefits under this Agreement shall terminate immediately if the Executive, at any time, violates any proprietary information or confidentiality obligation to the Company, including, without limitation, the Confidentiality Agreement.

3.3 Code Section 409A. Notwithstanding any provision to the contrary in the Agreement, if the Executive is
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