Exhibit 10.33


 





 


 


September 30, 2003


 


 


Employment Agreement


Lars Lindell


interWAVE Communications


 


 


Dear Lars,


 


 


The following employment terms supercede and replace
all previous oral and/or written agreements between interWAVE Communications
International Ltd. (Company), its subsidiaries and all affiliated entities and
Lars Lindell.


 


With informed review and
consent of mutual parties, this agreement will be effective upon signatures of
the President and Chief Executive Officer and you.


 


	
  A. Title

  	
   

  	
  Vice President & General Manager of the iWAVE
  CDMA Division of interWAVE located in Walnut Creek, CA.

  
	
   

  	
   

  	
   

  
	
  B. Reporting

  	
   

  	
  President & Chief Executive Officer (CEO) of
  interWAVE

  
	
   

  	
   

  	
   

  
	
  C. Responsibilities

  	
   

  	
  General Manager of the iWAVE CDMA Division
  headquartered in Walnut Creek, CA. 
  Responsibilities include management of the Company’s resources focused
  on CDMA design, outsourced manufacturing, marketing, customer services and
  support of Sales Channels including interWAVE and potential partners.

  
	
   

  	
   

  	
   

  
	
  D. Employee Status

  	
   

  	
  Full time employee

  
	
   

  	
   

  	
   

  
	
  E. Compensation

  	
   

  	
  $190,000 USD annual salary paid biweekly, less
  applicable taxes.

  
	
   

  	
   

  	
   

  
	
  F. Cash Bonus

  	
   

  	
  $75,000 per annum cash bonus based on meeting and or
  exceeding mutually agreed to CDMA objectives associated with market penetration,
  revenues, new orders, expenses and new product introduction.

  
	
   

  	
   

  	
   

  
	
  G. Stock Option

  	
   

  	
  An incentive stock option of 40,000 shares vesting
  over a period of four years under the Company’s Employee Stock Option Plan.

  
	
   

  	
   

  	
   

  
	
  H. Automobile

  	
   

  	
  A taxable monthly allowance of $400 USD automobile
  allowance

  
	
   

  	
   

  	
   

  
	
  I. Relocation

  	
   

  	
  In lieu of
  relocation the Company will pay for all reasonable coach travel expenses
  (booked in accordance with the Company’s travel policy and booked through the
  Company’s travel agent) associated with returns trip once every other month
  for a period of one year to Amsterdam, Netherlands.  During each trip, you will continue to provide direction and be
  responsible for the operation in a Home Office environment.  At the end of one year the Company and you
  will come to an agreement on relocation of your family to the United
  States.  At a minimum the Company will
  provide air travel for you, your spouse and children and a reasonable amount
  of household effects.  In Addition, a
  per diem of $150 for a period of thirty days.

  



 


	
  Employment
  Agreement

  	
   

  	
  Initials     LL      /  
  9/30/03

  
	
  Lars Lindell

  	
   

  	
   

  



 


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  J. Benefit
  Coverage

  	
   

  	
  Medical, Dental
  and Vision as a part of the standard benefit plan of the Corporation for you,
  your spouse and family.

  
	
   

  	
   

  	
   

  
	
  K. Vacation
  & Sick Leave

  	
   

  	
  Annual vacation
  and sick leave in accordance with the Corporations Human Resource Plan.

  
	
   

  	
   

  	
   

  
	
  L. Insurance

  	
   

  	
  Officers
  indemnification in accordance with the terms and conditions of the Directors
  & Officer Insurance. Policy and Indemnification Agreement.

  
	
   

  
	
  M. Severance

  	
   

  	
  In the event of
  termination without cause, the following compensation has been approved:

  
	
   

  	
   

  	
  (1)          Continuation
  of salary.  The equivalent of six (6)
  months of then current base salary to be divided into thirteen (13) payments
  paid in regular biweekly payroll periods over a period of six months beyond
  the last day of active employment up to the effective date of termination.

  
	
   

  	
   

  	
  (2)          Benefits
  coverage for you and your family (medical, dental and vision) at the level of
  coverage then in effect for a period of six (6) months beyond the last day of
  active employment up to the effective date of termination.

  
	
   

  	
   

  	
  (3)          Continued
  stock vesting for a period of one (1) year including the period of salary and
  benefit continuation cited in (1) and (2).

  
	
   

  	
   

  	
  (4)          the
  Company will continue to provide Officers indemnification, subject to the
  terms and conditions of the Company’s Directors and Officers Insurance Policy
  and Indemnification Agreement for the term of your employment and the period
  noted in (1).

  
	
   

  	
   

  	
  (5)          In
  addition, Company will apply any other exit policy and benefits as are then
  current and applicable to an employee of the Company.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  In the event of
  Change of Control and termination without cause, items (1), (2), (4) and (5)
  will apply.  All “unvested shares”
  shall become “fully vested” with a combination of Change of Control and
  termination without cause.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  In the event of
  termination for cause, the Company shall not have any obligations for
  payments, benefits, damages, awards or compensation to you other than as
  provided by then existing employee plans or policies at the time of
  termination.

  
	
   

  
	
  N. Assumtion by
  Successor.

  	
   

  	
  This Agreement
  shall be binding upon the successors and assigns of the parties hereto,
  including any acquirer of the capital stock of the Company whether by merger,
  consolidation, reorganization or other similar business combination
  transaction.  In the event of sale of
  all or substantially all of the assets of the Company, the Company shall use
  all commercially reasonable efforts to cause the acquirer to assume this
  Agreement and the obligations of the Company hereunder.

  
	
   

  	
   

  	
   

  
	
  O. At-Will
  Employment

  	
   

  	
  Notwithstanding
  termination and the terms of severance above, you should be aware that your
  employment with Company is for no specified period and constitutes “at-will”
  employment.  As a result, you are free
  to terminate your employment at anytime, for any reason or for no reason.  Similarly, the Company is free to
  terminate your employment or demote, promote, or change your compensation,
  benefits, duties or location of work at any time, for any reason or for no
  reason.  In the event of termination
  of your employment, you will not be entitles to any payments, benefits,
  damages, awards or compensation of the than as ,may otherwise be available in
  accordance with the Company’s established employee plans and policies at the
  time of termination.

  
	
   

  	
   

  	
   

  
	
  P.
  Confidentiality

  	
   

  	
  You shall
  continue to be governed by the terms of the employment & Proprietary
  Agreement, Non-Disclosure and Confidentiality Agreement and

  
							



 


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  Indemnification
  Agreement between the Company and yourself during your employment with the
  Company and any subsequent period covered in these agreements.  You should advise the CEO in writing of
  any conflict or potential conflict or submit to the CEO for determination of
  any potential conflict of interest during your employment and covered
  subsequent period.

  



 


All
other terms and conditions of employment remain the same.  There shall be no amendment to these
employment terms and conditions unless by mutual written consent of the
parties.


 


I hop
that you will accept the terms and we can work to further the goals and ensure
the success of the Company.


 


Sincerely,


 


 


	
  /s/ ERWIN
  LEICHTLE

  	
  9/30/03

  	
   

  
	
  Erwin Leichtle

  	
  Date

  	
   

  
	
  President &
  Chief Executive Officer

  	
   

  	
   

  
				



 


 


ý  I have
received and reviewed the terms of this Employment Agreement.


 


 


ý  I accept
the terms of this Employment Agreement.


 


 


	
  /s/ LARS LINDELL

  	
  9/30/03

  	
   

  
	
  Lars Lindell

  	
  Date

  	
   

  
				



 


 


cc:  Human Resources / personnel file L. Lindell


 


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