ex10-1.htm


    Exhibit
      10.1

    
 

    AMENDED
      AND RESTATED

    EMPLOYMENT
      AGREEMENT

    


    


    AMENDED
      AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) effective as of October 25,
      2007, by and between Proxim Wireless Corporation, a Delaware corporation (the
      “Company”) and David L. Renauld (the “Executive”).

    


    WHEREAS,
      the Company considers it essential to its best interests and the best interests
      of its stockholders for the Company to employ Executive and Executive is willing
      to accept employment on the terms hereinafter set forth in this
      Agreement;

    


    WHEREAS,
      this Agreement amends, restates, supersedes, and replaces in its entirety the
      employment agreement, dated as of December 19, 2000 (the “Original Employment
      Agreement”), between the Company and the Executive;

    


    NOW,
      THEREFORE, in consideration of the premises and mutual covenants herein and
      for
      other good and valuable consideration, the parties agree as
      follows:

    


    1.           Term
      of Employment; Executive Representation.

    


    a.  Employment
      Term. Executive’s term of employment under this Agreement shall commence on
      the date hereof and, subject to the terms hereof, Executive and the Company
      agree and acknowledge that Executive’s employment with the Company constitutes
“at-will” employment and that this Agreement may be terminated at any time by
      the Company or Executive, subject to the terms of Section 7 of this
      Agreement.

    


    b.  Executive
      Representation.  Executive hereby represents to the Company that
      the execution and delivery of this Agreement by Executive and the Company and
      the performance by Executive of the Executive’s duties hereunder shall not
      constitute a breach

    of,
      or
      otherwise contravene, the terms of any statute, law, regulation, or of any
      employment agreement or other agreement or policy to which Executive is a party
      or otherwise bound.

    


    2.           Position.

    


    a.           While
      employed hereunder, Executive shall serve as the Vice President, Corporate
      Affairs and General Counsel.  In such position, Executive shall have
      such duties and authority as shall be determined from time to time by the Chief
      Executive Officer (“CEO”).

    


    b.           While
      employed hereunder, Executive will devote Executive’s full business time and
      best efforts to the performance of Executive’s duties hereunder and will not
      engage in any other business, profession or occupation for compensation or
      otherwise which would conflict with the rendering of such services either
      directly or indirectly, without the prior written consent of the
      CEO.


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    3.           Base
      Salary. While employed hereunder, the Company shall pay Executive a base
      salary (the “Base Salary”) at the annual rate of $194,250, payable in regular
      installments in accordance with the Company’s usual payment
      practices.  Executive shall be entitled to such increases in
      Executive’s Base Salary, if any, as may be determined from time to time in the
      sole discretion of the board of directors of the Company (the “Board”), as
      applicable.

    


    4.           Annual
      Bonus.  With respect to each calendar year while employed
      hereunder, Executive shall be eligible to earn an annual bonus award (an “Annual
      Bonus”) pursuant to an annual incentive plan to be established by the Board no
      later than the beginning of the annual period to which the bonus applies, after
      consultation and input from the CEO; provided, however, that
      Executive’s target Annual Bonus opportunity shall not be less than 50% of
      Executive’s Base Salary (the “Target Bonus”).

    


    5.           Employee
      Benefits.  The Company shall provide Executive during the term of
      his employment hereunder with coverage under all employee pension and welfare
      benefit programs, plans and practices in accordance with the terms thereof,
      which the Company generally makes available to its senior executives (other
      than
      the CEO).  Executive shall be entitled to four weeks of paid vacation
      and such number of days of sick leave as established under the Company’s
      policies as in effect from time to time, which shall be taken at such times
      as
      are consistent with Executive’s responsibilities hereunder.  In
      addition, Executive shall be entitled to the perquisites and other fringe
      benefits currently made available to senior executives of the Company (other
      than the CEO), commensurate with Executive’s position with the
      Company.

    


    6.           Business
      Expenses.  Executive is authorized to incur reasonable expenses in
      carrying out his duties and responsibilities under this Agreement, including,
      without limitation, expenses for travel and similar items related to such duties
      and responsibilities.  The Company will reimburse Executive for all
      such expenses upon presentation by Executive from time to time of appropriately
      itemized accounts of such expenditures, provided such expenditures are
      consistent with the Company’s policy.

    


    7.           Termination.  The
      Executive’s employment hereunder may be terminated by either party at any time
      and for any reason or no reason; provided that Executive will be required
      to give the Company at least 30 days advance written notice of any resignation
      of Executive’s employment (unless the Company waives its right to receive such
      30-day notice).  Notwithstanding any other provision of this
      Agreement, the provisions of this Section 7 shall exclusively govern Executive’s
      rights upon termination of employment with the Company and its
      affiliates.

    


    a.           By
      the Company For Cause; By the Executive Without Good Reason.

    


    (i)  The
      Executive’s employment hereunder may be terminated by the Company for Cause (as
      defined below) at any time or by Executive without Good Reason.


    
      
         

      

      
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    (ii)  For
      purposes of this Agreement, “Cause” shall mean (i) Executive’s continued
      failure to properly perform Executive’s duties hereunder (other than as a result
      of total or partial incapacity due to physical or mental illness) as reasonably
      determined by the CEO following notice by the Company to the Executive of such
      failure and a reasonable opportunity for Executive to cure, (ii) dishonesty
      in
      the performance of Executive’s duties hereunder, (iii) an act or acts on
      Executive’s part constituting (x) a felony under the laws of the United States
      or any state thereof or (y) a misdemeanor involving moral turpitude, (iv)
      Executive’s willful malfeasance or willful misconduct in connection with
      Executive’s duties hereunder or any act or omission which is materially
      injurious to the financial condition or business reputation of the Company
      or
      any of its subsidiaries or affiliates, or (v) Executive’s breach of the
      provisions of Section 8 of this Agreement.

    


    (iii)  If
      Executive’s employment is terminated by the Company for Cause or by Executive
      without Good Reason, Executive shall be entitled to receive, reduced by any
      amounts owed to the Company by Executive, the amounts described in the following
      clauses (A) through (C) set forth below:

    


    (A)
      the
      Base Salary through the date of termination;

    


    (B)
      reimbursement for any unreimbursed business expenses properly incurred by
      Executive in accordance with Company policy prior to the date of Executive’s
      termination; and

    


    (C)
      such
      employee benefits under the employee benefit plans of the Company, including
      accrued paid vacation, which have accrued for services already performed as
      of
      the date of termination of Executive’s employment (the amounts described in
      clauses (A) through (C) hereof being referred to as the “Accrued
      Rights”).

    


    (iv)  Following
      such termination of Executive’s employment by the Company for Cause or by
      Executive without Good Reason, except as set forth in this Section 7(a),
      Executive shall have no further rights to any compensation or any other benefits
      under this Agreement.

    


    b.           Disability
      or Death.

    


    (i)  The
      Executive’s employment hereunder shall terminate upon Executive’s death or if
      Executive becomes physically or mentally incapacitated and is therefore unable
      to perform Executive’s duties for a period in excess of one hundred twenty (120)
      consecutive days or for more than one hundred eighty (180) days in any
      consecutive twelve (12) month period (such incapacity is hereinafter referred
      to
      as “Disability”).  Any question as to the existence of the physical or
      mental incapacitation of Executive as to which Executive or his representative
      and the Company cannot agree shall be determined in writing by a qualified
      independent physician mutually acceptable to Executive and the
      Company.  If Executive and the Company cannot agree as to a qualified
      independent physician, each shall appoint such a physician and those two
      physicians shall select a third who shall make such determination
      in


    
      
         

      

      
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    writing.  The
      determination of Disability made in writing to the Company and Executive shall
      be final and conclusive for all purposes of the Agreement, and all costs
      incurred by Executive and/or the Company that are related to such determination
      shall be paid by the party incurring such costs.

    


    (ii)  Upon
      termination of Executive’s employment hereunder for either Disability or death,
      Executive or Executive’s estate (as the case may be) shall be entitled to
      receive:

    


    (A)
      the
      Accrued Rights; and

    


    (B)  a
      pro rata portion of any Annual Bonus that the Executive would have been entitled
      to receive pursuant to Section 4 hereof in such year based upon the
      percentage of the calendar year that shall have elapsed through the date of
      Executive’s termination of employment, payable when such Annual Bonus would have
      otherwise been payable had the Executive’s employment not
      terminated.

    


    (iii)  Following
      Executive’s termination of employment due to death or Disability, except as set
      forth in this Section 7(b), Executive shall have no further rights to any
      compensation or any other benefits under this Agreement.

    


    c.           By
      the Company Without Cause or Resignation by Executive for Good
      Reason.

    


    (i)  The
      Executive’s employment hereunder may be terminated by the Company without Cause
      or by Executive’s resignation for Good Reason.

    


    (ii)  For
      purposes of this Agreement, “Good Reason” shall mean:

    


    (w)  the
      reduction by the Company of Executive’s Base Salary (other than as a result of a
      general salary reduction affecting all Company employees); or

     

    (x)  any
      material and adverse reduction in Executive’s duties and responsibilities made
      without Executive’s written consent; or

    


    (y)  relocation
      of Executive’s principal workplace more than fifty (50) miles from Executive’s
      principal workplace as of the date hereof made without Executive’s written
      consent; or

    


    (z)  a
      material breach by the Company of the provisions of this Agreement which remains
      uncured for thirty days after notice from Executive.

    


    In
      addition, “Good Reason” shall also be deemed to have occurred in the event the
      Company fails to obtain from any successor to the Company an agreement to assume
      and perform this Agreement, as contemplated by Section 10(e)
      hereof.  Notwithstanding the foregoing, none of


    
      
         

      

      
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    the
      events described in clauses (x), (y) or (z) of this Section 7(c)(ii) shall
      constitute Good Reason unless Executive shall have notified the Company
      in writing describing the events which constitute Good Reason and then only
      if
      the Company shall have failed to cure such event within thirty (30) days after
      the Company’s receipt of such written notice.

    


    (iii)
      If
      Executive’s employment is terminated by the Company without Cause (other than by
      reason of death or Disability) or if Executive resigns for Good Reason, then
      upon the execution of an effective general release of claims (but not rights
      which Executive may have as a shareholder or for indemnification) in a form
      satisfactory to the Company, Executive shall be entitled to
      receive:

    


    (A)  the
      Accrued Rights; and

    


    (B)  subject
      to Executive’s continued compliance with the applicable provisions of Section 8,
      (x) continued payment of the Base Salary after the date of termination for
      eleven (11) months (the “Severance Period”), and (y) payment of the Target Bonus
      (prorated by multiplying the Target Bonus by a fraction, the numerator of which
      shall be the number of months in the Severance Period and the denominator of
      which shall be 12) in respect of the year in which such date of termination
      occurs, payable at such time as the Annual Bonus would otherwise be
      payable.  Such Target Bonus will only be paid if the criteria for
      payment of a Target Bonus under the annual incentive plan in effect as of the
      date of termination are met; provided, that the aggregate amount
      described in this clause (B) shall be reduced by the present value of any other
      cash severance or termination benefits payable to Executive under any other
      plans, programs or arrangements of the Company or its affiliates;
      and

    


    (C)  acceleration
      of that portion, if any, of any outstanding options to purchase shares of common
      stock of the Company granted to Executive pursuant to the Company’s stock plans
      (the “Options”) that is otherwise unexercisable as of the date of termination,
      which would have otherwise become exercisable at any time(s) during the
      Severance Period, with all Options continuing to be exercisable by Executive
      during the full term of the Severance Period (but in any event for no shorter
      period than provided for under the terms of the Options); and

    


    (D)  subject
      to Executive’s continued compliance with the applicable provisions of Section 8,
      continued coverage during the Severance Period under the Company’s medical
      insurance plans in accordance with the terms thereof at the same cost to
      Executive as was provided to Executive immediately prior to the date of
      termination.

    


    Executive
      shall not be required to mitigate the amount of any payments or benefits
      provided for pursuant to this Section 7(c)(iii) by seeking other
      employment.

    


    (iv)           Notwithstanding
      anything set forth in this Section 7(c) to the contrary, in the event that,
      upon
      or within twelve (12) months following or three (3) months prior to the
      occurrence of a Change of Control, either (x) Executive’s employment is
      terminated by the Company without Cause (other than by reason of Executive’s
      death or Disability) or (y)


    
      
         

      

      
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    Executive
      resigns for Good Reason, the payments and benefits set forth in Section
      7(c)(iii) above shall be modified as follows:

    


    (A)           in
      lieu of the continued payment of Base Salary and payment of the Target Bonus
      otherwise payable pursuant to Section 7(c)(iii)(B), Executive shall be paid,
      in
      a lump sum no later than ten (10) business days following the termination of
      Executive’s employment, an amount equal to the sum of the Base Salary and the
      Target Bonus (without consideration of whether the criteria to pay such Target
      Bonus have been met); provided, however, that such payments shall
      still be offset by any other cash severance or termination benefits payable
      in
      accordance with any other such plans, programs or arrangements;

    


    (B)           in
      lieu of the acceleration of exercisability of the Options provided for in
      Section 7(c)(iii)(C), one hundred percent (100%) of any portion of the Options
      that is otherwise unexercisable as of the date of termination shall become
      immediately exercisable, and all Options shall continue to be exercisable by
      Executive during the full term of the Severance Period; and

    


    (C)           Executive’s
      right to the Base Salary and the Target Bonus described in Section 7(c)(iv)(A)
      (collectively, the “Advanced Payments”) and to any income to be realized (but
      not necessarily recognized for tax purposes) on account of the Option
      acceleration described in Section 7(c)(iv)(B) (the “Option Spread”), or to
      retain the Advanced Payments or Option Spread, as the case may be, is expressly
      contingent upon Executive’s compliance with each and every provision set forth
      in Section 8.  In the event that Executive engages in conduct that
      contravenes the terms of Section 8, the Options described in Section 7(c)(iv)(B)
      shall immediately terminate (and shall no longer be exercisable) and Executive
      shall not be entitled to any of the benefits described in Section
      7(c)(iv).  In the event that Executive engages in conduct that
      contravenes the terms of Section 8 subsequent to the date that he has been
      paid
      the Advanced Payments, or subsequent to the date that he has realized Option
      Spread, (I) the Options described in Section 7(c)(iv)(B) shall immediately
      terminate (and shall no longer be exercisable), and (II) Executive shall
      promptly return a portion of the Advanced Payments and a portion of the Option
      Spread, as the case may be.  The amount of Advanced Payments and
      Option Spread to be returned to the Company shall be determined by multiplying
      the Advanced Payments and the Option Spread by the “Return Fraction” (defined in
      the following sentence).  The “Return Fraction” shall be a fraction
      having a numerator equal to a number of consecutive calendar months beginning
      in
      the month in which Executive first engaged in conduct in contravention of the
      terms of Section 8 and including each and every month thereafter during which
      the offending behavior continues through the end of the one (1) year period
      following the date Executive ceases to be employed by the Company and a
      denominator equal to twelve (12).  The required return of funds
      described in this Section 7(c)(iv)(C) shall not constitute the Company’s
      exclusive remedy if Executive engages in conduct that contravenes the terms
      of
      Section 8.

    


    (D)            Executive
      shall not be required to mitigate the amount of any payments or benefits
      provided for pursuant to this Section 7(c)(iv) by seeking other
      employment.


    
      
         

      

      
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    (v)           For
      purposes of Section 7(c)(iv), a “Change of Control” shall mean the occurrence of
      any of the following events:

    


    (A)           any
      Person (other than any Person holding securities representing 10% or more of
      the
      combined voting power of the Company’s outstanding securities on the date
      hereof, the Company, any trustee or other fiduciary holding securities under
      an
      employee benefit plan of the Company, or any company owned, directly or
      indirectly, by the shareholders of the Company in substantially the same
      proportions as their ownership of stock of the Company), becomes the Beneficial
      Owner, directly or indirectly, of securities of the Company representing 50%
      or
      more of the combined voting power of the Company’s then-outstanding
      securities;

    


    (B)           during
      any period of twenty-four consecutive months (not including any period prior
      to
      the date hereof), individuals who at the beginning of such period constitute
      the
      Board, and any new director (other than (I) a director nominated by a
      Person who has entered into an agreement with the Company to effect a
      transaction described in Sections 7(c)(v)(A), (C), or (D) hereof or (II) a
      director nominated by any Person (including the Company) who publicly announces
      an intention to take or to consider taking actions (including, but not limited
      to, an actual or threatened proxy contest) which if consummated would constitute
      a Change of Control) whose election by the board of directors of the Company
      or
      nomination by the board of directors of the Company for election by the
      Company’s shareholders was approved by a vote of at least
      two-thirds (2/3rd) of the
      directors
      then still in office who either were directors at the beginning of the period
      or
      whose election or nomination for election was previously so approved, cease
      for
      any reason to constitute at least a majority thereof;

    


    (C)           the
      consummation of any transaction or series of transactions under which the
      Company is merged or consolidated with any other company, other than a merger
      or
      consolidation which would result in the shareholders of the Company immediately
      prior thereto continuing to own (either by remaining outstanding or by being
      converted into voting securities of the surviving entity or its parent) more
      than 50% of the combined voting power of the voting securities of the Company
      or
      such surviving entity (or its parent) outstanding immediately after such merger
      or consolidation; or

    


    (D)           the
      complete liquidation of the Company or the sale or disposition by the Company
      of
      all or substantially all of the Company’s assets, other than a liquidation of
      the Company into a wholly-owned subsidiary.

    


    For
      purposes of this Section 7(c)(v), the terms “Person” and “Beneficial Owner”
shall each have the same meaning as such terms are defined in Section 13(d)
      and
      Rule 13d-3, respectively, of the Securities Exchange Act of 1934, as
      amended, or any successor thereto, and the term “Affiliate” shall mean any
      entity directly or indirectly controlling, controlled by, or under common
      control with, the Company or any other entity designated by the board of
      directors of the Company in which the Company has an interest.


    
      
         

      

      
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    (vi)           If
      all or any portion of the payments or benefits provided under Section 7(c)(iv),
      either alone or together with other payments and benefits which Executive
      receives or is then entitled to receive from the Company, would constitute
      a
      payment described in Section 280G(b)(2) (or its successors) of the Internal
      Revenue Code, as amended from time to time (the “Code”), such payments and
      benefits provided to Executive thereunder shall be reduced to the extent
      necessary so that no portion thereof shall be subject to the excise tax imposed
      by Section 4999 of the Code; but only if, by reason of such reduction, the
      net
      after-tax benefit to Executive with respect to such payments and benefits shall
      exceed such net after-tax benefit if no such reduction were made.  For
      purposes of Section 7(c)(iv), "net after-tax benefit" shall mean the sum of
      (I)
      the total amounts payable to Executive hereunder, plus (II) all other payments
      and benefits which the Executive receives or is entitled to receive from the
      Company as a result of any such termination of employment set forth in Section
      7(c)(iv) that would constitute a payment described in Section 280G(b)(2) of
      the
      Code, less (III) the amount of federal income taxes payable with respect to
      the
      foregoing calculated at the maximum marginal income tax rate for each year
      in
      which the foregoing shall be paid to Executive (based upon the rate in effect
      for such year as set forth in the Code at the time of termination of Executive's
      employment), less (IV) the amount of excise taxes imposed with respect to the
      payments and benefits described in (I) and (II) above by Section 4999 of the
      Code.  The foregoing calculations shall be made, at the Company’s
      expense, by a nationally recognized accounting firm selected by the
      Company.  The determination of such firm shall be conclusive and
      binding on all parties.

    


    (vii)            Following
      Executive’s termination of employment by the Company without Cause (other than
      by reason of Executive’s death or Disability) or by Executive’s resignation for
      Good Reason, except as set forth in this Section 7(c), Executive shall have
      no
      further rights to any compensation or any other benefits under this
      Agreement.

    


    d.           Notice
      of Termination.  Any purported termination of employment by the
      Company or by Executive (other than due to Executive’s death) shall be
      communicated by written Notice of Termination to the other party hereto in
      accordance with Section 10(g) hereof.  For purposes of this
      Agreement, a “Notice of Termination” shall mean a notice which shall indicate
      the specific termination provision in this Agreement relied upon and shall
      set
      forth in reasonable detail the facts and circumstances claimed to provide a
      basis for termination of employment under the provision so
      indicated.

    


    8.           Nondisclosure
      of Confidential Information; Non-Competition.

    


    (a)  At
      any time during or after Executive’s employment with the Company, Executive
      shall not, without the prior written consent of the Company, use, divulge,
      disclose or make accessible to any other person, firm, partnership, corporation
      or other entity any Confidential Information (as hereinafter defined) pertaining
      to the business of the Company or any of its subsidiaries, except (i) while
      employed by the Company, in the business of and for the benefit of the Company,
      or (ii) when required to do so by a court of competent jurisdiction, by any
      governmental agency having supervisory authority over the business of the
      Company, or by any administrative body or legislative body (including a
      committee thereof) with jurisdiction to order Executive to divulge, disclose
      or
      make accessible such information.  For purposes of
      this


    
      
         

      

      
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    Section
      8(a), “Confidential Information” shall mean information (whether or not in
      written form) which relates to the Company or any of its affiliates, or any
      of
      its businesses or products (including, without limitation, its financial data,
      strategic business plans, and other proprietary information) or to this
      Agreement, and which is not known to the public generally (excluding public
      knowledge which occurs as a result of Executive’s breach of this covenant or the
      wrongful acts of others who were under confidentiality obligations as to the
      item or items involved), except in the conduct of the business of the Company,
      as in existence as of the date of Executive’s termination of
      employment.

    


                          (b)
      As Vice President, Corporate Affairs and General Counsel, Executive will acquire
      knowledge of Confidential Information and trade secrets.  Executive
      acknowledges that the Confidential Information and trade secrets which the
      Company has provided and will provide to him could play a significant role
      were
      he to directly or indirectly be engaged in any business in Competition (as
      hereinafter defined) with the Company or its subsidiaries.  During the
      period of his employment hereunder and for one year thereafter, Executive agrees
      that, without the prior written consent of the Company, (A) he will not,
      directly or indirectly, either as principal, manager, agent, consultant,
      officer, stockholder, partner, investor, lender or employee or in any other
      capacity, carry on, be engaged in or have any financial interest in (other
      than
      an ownership position of less than 5 percent in any company whose shares are
      publicly traded) any business which is in Competition (as hereinafter defined)
      with the business of the Company or its subsidiaries as the business was
      conducted at any time during Executive’s employment and (B) he shall not, on his
      own behalf or on behalf of any person, firm or company, directly or indirectly,
      solicit or offer employment to any person who has been employed by the Company
      or its subsidiaries at any time during the 12 months immediately preceding
      such
      solicitation.

    


    (c)
      For
      purposes of this Section 8, a business shall be deemed to be in “Competition”
with the Company or its subsidiaries if it is engaged in or has taken concrete
      steps toward engaging in the business of research and development, designing,
      manufacturing, marketing, distributing, or servicing or selling microwave or
      millimeter wave systems, radios, products and equipment (or components of any
      of
      the foregoing), whether in existence or in development, relating to microwave
      or
      millimeter wave communications (including unlicensed spread spectrum radio,
      licensed radio, wireless ethernet bridge, and fixed, portable, and mobile
      wireless (e.g., Wi-Fi, WiMax, wireless local loop, mesh, point-to-point,
      point-to-multipoint)), as carried on by the Company or its affiliates at any
      time during Executive’s employment, in all cities, counties, states and
      countries in which the business of the Company or its affiliates is then being
      conducted or its products are being offered, sold, used, serviced, or
      maintained.


    (d)  The
      results and proceeds of Executive’s services hereunder, including, without
      limitation, any works of authorship resulting from Executive’s services during
      Executive’s employment with the Company and/or any of the Company’s affiliates
      and any works in progress, will be works-made-for hire and the Company will
      be
      deemed the sole owner throughout the universe of any and all rights of
      whatsoever nature therein, whether or not now or hereafter known, existing,
      contemplated, recognized or developed, with the right to use the same in
      perpetuity in any manner the Company determines in its sole discretion without
      any further payment to Executive whatsoever.  If, for any reason, any
      of such results and proceeds will not 

     

     

    
      
         

      

      
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    legally
      be
      a work-for-hire and/or there are any rights which do not accrue to the Company
      under the preceding sentence, then Executive hereby irrevocably assigns and
      agrees to assign any and all of Executive’s right, title and interest thereto,
      including, without limitation, any and all copyrights, patents, trade secrets,
      trademarks and/or other rights of whatsoever nature therein, whether or not
      now
      or hereafter known, existing, contemplated, recognized or developed, to the
      Company, and the Company will have the right to use the same in perpetuity
      throughout the universe in any manner the Company determines without any further
      payment to Executive whatsoever.  Executive will, from time to time as
      may be requested by the Company, (i) during the term of Executive’s employment
      without further consideration, and (ii) thereafter at Executive’s then current
      hourly rate, do any and all things which the Company may deem useful or
      desirable to establish or document the Company’s exclusive ownership of any and
      all rights in any such results and proceeds, including, without limitation,
      the
      execution of appropriate copyright and/or patent applications or
      assignments.  To the extent Executive has any rights in the results
      and proceeds of Executive’s services that cannot be assigned in the manner
      described above, Executive unconditionally and irrevocably waives the
      enforcement of such rights.  This subsection is subject to and will
      not be deemed to limit, restrict, or constitute any waiver by the Company of
      any
      rights of ownership to which the Company may be entitled by operation of law
      by
      virtue of the Company being Executive’s employer.  This Section does
      not apply to an invention that qualifies as a nonassignable invention under
      Section 2870 of the California Labor Code, which applies to any invention for
      which no equipment, supplies, facilities or Confidential Information of the
      Company or its subsidiaries was used, which does not (i) relate to the business
      of the Company; (ii) relate to the Company’s actual or demonstrable anticipated
      research or development or (iii) result from any work performed by Executive
      for
      the Company.  This confirms that Executive has been notified of his
      rights under Section 2870 of the California Labor Code.

    


    9.           Specific
      Performance.  Executive and the Company agree that the covenants
      in Section 8 are reasonable covenants under the
      circumstances.  Executive agrees that any breach of the covenants
      contained in Section 8 would irreparably injure the
      Company.  Accordingly, Executive agrees the Company’s remedies at law
      for a breach or threatened breach of any of the provisions of Section 8 would
      be
      inadequate and, in recognition of this fact, Executive agrees that, in the
      event
      of such a breach or threatened breach, the Company may, without posting any
      bond, in addition to pursuing any other remedies it may have in law or in
      equity, cease making any payments otherwise required by this Agreement and
      obtain equitable relief in the form of specific performance, temporary
      restraining order, temporary or permanent injunction or any other equitable
      remedy which may then be available against Executive from any
      court
      having jurisdiction over the matter, restraining any threatened or further
      violation of this Agreement by Executive.

    


    10.           Miscellaneous.

    


    a.           Governing
      Law.  To the maximum extent permitted by applicable law, this
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of Delaware, without regard to conflicts of laws principles
      thereof.

     

     

    
      
         

      

      
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    b.           Entire
      Agreement/Amendments.  This Agreement contains the entire
      understanding of the parties with respect to the employment of Executive by
      the
      Company.  There are no restrictions, agreements, promises, warranties,
      covenants or undertakings between the parties with respect to the subject matter
      herein other than those expressly set forth herein.  This Agreement
      may not be altered, modified, or amended except by written instrument signed
      by
      the parties hereto.  This Agreement supersedes all prior agreements
      and understandings (including verbal agreements) between Executive and the
      Company and/or its affiliates regarding the terms and conditions of Executive’s
      employment with the Company and/or its affiliates, including, without
      limitation, the Original Employment Agreement.

    


    c.           No
      Waiver.  The failure of a party to insist upon strict adherence to
      any term of this Agreement on any occasion shall not be considered a waiver
      of
      such party’s rights or deprive such party of the right thereafter to insist upon
      strict adherence to that term or any other term of this Agreement.

    


    d.           Severability.  Whenever
      possible,
      each provision of
      this Agreement will be interpreted in a manner to be effectiveand
      valid.  If
      any of the
      covenants set forth in Section 8
      of this Agreement
      are held to be unreasonable,
      arbitrary, or against public policy, such covenants will be considered
      divisiblewith
      respect to
      scope, time, and geographic area and,
      in
      suchlesser
      scope,
      time,
      and geographic area, will be effective, binding,
      and enforceable
      against Executive to the maximum extent permitted by applicable law.  Any
      provision of this Agreement which is determined to be prohibited, unenforceable,
      or not authorized in any jurisdiction by a competent court of that jurisdiction
      shall, as to such jurisdiction, be ineffective to the extent of such
      prohibition, unenforceability, or non-authorization without invalidating the
      remaining provisions hereof or affecting the validity, enforceability, or
      legality of such provision in any other jurisdiction.

    


    e.           Assignment.  This
      Agreement shall not be assignable by Executive.  This Agreement may be
      assigned by the Company to a company that is a successor in interest to
      substantially all of the business operations of the Company.  Such
      assignment shall become effective when the Company notifies the Executive of
      such assignment or at such later date as may be specified in such
      notice.  Upon such assignment, the rights and obligations of the
      Company hereunder shall become solely the rights and obligations of such
      successor company, provided that any assignee expressly assumes the
      obligations, rights and privileges of this Agreement.


    f.           Successors;
      Binding Agreement.  This Agreement shall inure to the benefit of
      and be binding upon personal or legal representatives, executors,
      administrators, successors, heirs, distributes, devises and
      legatees.

     

     

    
      
         

      

      
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    g.           Notice.  For
      the purpose of this Agreement, notices and all other communications provided
      for
      in the Agreement shall be in writing and shall be deemed to have been duly
      given
      when delivered or mailed by United States registered mail, return receipt
      requested, postage prepaid, addressed to the respective addresses set forth
      below, or to such other address as either party may have furnished to the other
      in writing in accordance herewith, except that notice of change of address
      shall
      be effective only upon receipt.

    


    If
      to the
      Company:

    


    Proxim
      Wireless Corporation

    2115
      O’Nel Drive

    San
      Jose,
      CA  95131

    Attention:  Chief
      Executive Officer

     

    If
      to
      Executive:

    


    To
      the
      most recent address of Executive set forth in the personnel records of the
      Company.

    


    h.           Withholding
      Taxes.  The Company may withhold from any amounts payable under
      this Agreement such Federal, state and local taxes as may be required to be
      withheld pursuant to any applicable law or regulation.

    


    i.           Counterparts.  This
      Agreement may be signed in counterparts, each of which shall be an original,
      with the same effect as if the signatures thereto and hereto were upon the
      same
      instrument.  A
      facsimile or copy of a signature is valid as an original.

    


    [Signatures
      on next page]


    
      
         

      

      
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    IN
      WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of
      the
      day and year first above written.

    


    
      	 	
              PROXIM
                WIRELESS CORPORATION

            
	 	 
	 	 
	 	 
	 	
              By:  /s/
                Robert E. Fitzgerald

            
	 	
              Name:  Robert
                E. Fitzgerald

            
	 	
              Title:  Chief
                Executive Officer

            
	 	 
	 	 
	 	 
	 	
              EXECUTIVE:

            
	 	 
	 	 
	 	 
	 	
              /s/
                David L. Renauld

            
	 	
              David
                L. Renauld

            
	 	 


    

    


     

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