Cash Incentive Plan. On February 9, 2007, the Compensation Committee of the Board of Directors of Sirenza Microdevices, Inc. (“Sirenza” or the “Company”) approved a cash incentive plan, or Bonus Plan, pursuant to which eligible exempt employees of the Company, including, without limitation, certain executive officers, have the potential to receive a one-time cash incentive payment in the event that the Company meets specified performance targets for the first six months of 2007, which we refer to as the Plan Period. The Bonus Plan is subject to the terms and conditions contained in the Company’s General Incentive Plan Terms and Conditions, which were amended by the Company on the same date to clarify their employment requirements, and have been included as an exhibit to this Current Report on Form 8-K.

The Bonus Plan is intended to encourage cooperation between the Company’s reporting segments and reward participants for financial results in the Plan Period which support the achievement of the Company’s corporate goals for revenue growth and pro forma operating margin, or PFOM. PFOM is the Company’s pro forma operating income, or PFOI, for a given period, expressed as a percent of sales. PFOI is calculated by taking the Company’s income before taxes for a given period as calculated in accordance with GAAP, and then excluding the effect of any bonus payable under the Bonus Plan, as well as certain non-cash charges and infrequent or unusual events, including, without limitation, charges for the amortization of acquisition-related intangible assets, amortization of acquisition-related inventory step-up, compensation expenses related to employee equity awards, costs associated with litigation settlements, restructuring charges, manufacturing transition expenses, Micro Linear transitional expenses, the write-off of deferred equity financing costs and expenses related to abandoned merger and acquisition activities.

The Company must achieve revenue of at least 90% of its revenue plan for the Plan Period before any incentive may be earned. Once that revenue target is achieved, in addition, PFOI in the Plan Period representing approximately 18% of the Company’s revenue plan for the Plan Period must be achieved before any incentive is earned. We refer to this amount as the Minimum PFOI Amount. In addition, each Company operating segment must achieve at least 90% of its respective revenue plan for the Plan Period before that segment’s employees will be eligible for an incentive.

The exact amounts of the Company and operating segment revenue and PFOI targets have been omitted from this summary as they are specific quantitative performance related-factors involving confidential commercial or business information, the disclosure of which would have an adverse effect on the Company.

The size of any incentive pool funded under the Bonus Plan will depend on:

Where the Company achieves between 90% and 100% of its revenue plan, $0.50 of every dollar of PFOI realized by the Company above the Minimum PFOI Amount will be available to fund the incentive pool. Where the Company achieves between 100% and 105% of its revenue plan, $0.60 of every dollar of PFOI realized by the Company above the Minimum PFOI Amount will be available to fund the incentive pool. Where the Company achieves 105% or more of its revenue plan, $0.65 of every dollar of PFOI realized by the Company above the Minimum PFOI Amount will be available to fund the incentive pool. As of February 9, 2007, the Company estimates that the maximum potential incentive pool that could be funded under the Bonus Plan, subject to the adjustment factors described above, is approximately $2.5 million.

There is no guaranteed minimum incentive pool funding level, and it is possible that no incentive pool will be funded. If only one operating segment achieves its respective 90% revenue target, only a percentage of the total pool that otherwise would have been earned based on the Company’s performance as a whole, if any, will be funded, with that percentage being equal to that particular operating segment’s pro rata share of the pool earned.

The pro rata share of the pool attributable to any operating segment not meeting its minimum revenue target will not be funded to the pool, and will not be paid to the employees of the other operating segment.

Awards and payout of any incentive pool created would not occur until the third quarter of 2007. The amount of any employee’s individual award under the Bonus Plan will be determined by management (or in the case of executive officers, the Compensation Committee of the Board of Directors) in its discretion at the time of the awards based on a variety of factors, including, without limitation, the employee’s incentive bonus potential as indicated in any employment agreement they may have with the Company, the employee’s individual performance and contribution to the Company’s success, the contribution of each segment, division or department, and the Company’s performance overall.

Item 8.01 Other Events.

Sirenza hereby files its previously announced financial results for its fourth quarter and fiscal year ended December 31, 2006. The condensed consolidated statement of operations set forth below for the three months and twelve months ended December 31, 2006 and the condensed consolidated balance sheet as of December 31, 2006 have not been audited. The audit of the Company’s consolidated financial statements for the year ended December 31, 2006 is ongoing and, as such, such unaudited financial results are subject to adjustment. The condensed consolidated statement of operations set forth below for the twelve months ended December 31, 2005 and the condensed consolidated balance sheet as of December 31, 2005 have been derived from audited consolidated financial statements of the Company. The condensed consolidated statement of operations set forth below for the three months ended December 31, 2005 are unaudited.

SIRENZA MICRODEVICES, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

SIRENZA MICRODEVICES, INC. CONDENSED CONSOLIDATED BALANCE SHEET

(In thousands)