exv10w61



 





Exhibit 10.61









	 	 	 	 	 
	 
	 	 	 	 	 
	(Amended May 16, 2007)
	 	 	Diane DiGangi	 
	 
	 	 	Vice President, Human Resources	 
	May 16, 2007
	 	 	PCTEL, Inc.	 
	 
	 	 	Tel: 630-339-2059	 
	Robert Suastegui
	 	 	Fax: 630-339-2004	 
	20704 Lakeridge Court
	 	 	E-mail: Diane.digangi@pctel.com	 
	 
	 	 	 	 	 
	Kildeer, IL 60045
	 	 	 	 
	Sent Via E-mail: Suastegui@comcast.net
	 	 	 	 






Dear Bob:




I am pleased to offer you the position of Vice President and General Manager, Global Sales and
Marketing with a start date of June 4, 2007. In that capacity you will report to Marty Singer, CEO
at PCTEL, Inc. Based on your academic background, work experience, interviews, and references, we
are very impressed with your potential and look forward to your contribution as a member of the
PCTEL team. We hope you share our excitement!



Your annual base salary will be $225,000, paid on a semi-monthly basis, less all lawfully required
or authorized deductions. You will also be eligible to participate in the PCTEL Inc. Executive
Short Term Incentive Plan (STIP) with an annual maximum target bonus of 75% of base salary
($168,750), payable annually in common shares of PCTEL stock. The STIP is tied to objective
performance metrics approved by the Board of Directors, such as revenue, margin, operating profit,
etc. Bonuses under the STIP are pro-rated for mid-year hires. The bonus program, including the
maximum percentage, is subject to change. This salary level will be reviewed annually based on
PCTEL goals and your personal performance and contribution.



As a qualifying employee of PCTEL, you will be eligible to participate in the Company Benefits
Plan, including but not limited to, three weeks of annual paid time off in your first year,
complete medical, dental and vision plans, 401(k) and 125 cafeteria plans, short and long-term
disability plans, and Executive Deferred Compensation Plan. The specific terms of several of these
benefits are contained in the applicable benefit plan documents, which are controlling. Where
appropriate, summary descriptions of the Company’s plans will be provided to you following the
commencement of your employment. Following the commencement of employment you will be provided
with Change of Control and Severance Agreements.



You be offered a stock option entitling you to purchase up to 15,000 shares of Common Stock of the
Company to be priced at the fair market value at the closing sales price as reported by NASDAQ on
the grant date. The grant date will occur coinciding with your employment commencement date. Such
options vest over a 4-year period, according to the terms and conditions of the Company’s Stock
Option Plan and Stock Option Agreement. Subject to the terms of the Plan and Agreement, you would
vest 25% on the anniversary date of your first year of full-time employment and 1/48 for every
month thereafter. In addition, you will be awarded 30,000 restricted shares of The Company’s
Common Stock. This award shall vest at a rate of 25% each year on the anniversary date of your
first year of full-time employment and will be subject to the terms and conditions of the Company’s
Stock Plan and Restricted Stock Award Agreement. The details of the stock options and stock award
are contained in the Plans, the Stock Option Agreement and the Restricted Stock Award Agreement,
all of which will govern your entitlement to such benefits, and control over any ambiguities or
inconsistencies in this summary. Copies of these documents will be provided to you following the
grant.



471 Brighton Drive Bloomingdale, Illinois 60108 / Tel: +1-630-372-6800 / Fax: +1-630-339-2001 / www.pctel.com



PCTEL Inc. Ó 2005




 









 




Exhibit 10.61










Page 2 of 3




As you make the transition from your current employer to the Company, please note our policy is to
avoid situations in which information or materials considered proprietary by others might come into
our hands. Indeed, a condition of your employment will be to sign the Proprietary Information and
Inventions Agreement wherein you promise to expose neither yourself nor the Company to legal
liability by divulging trade secrets or confidential information of any former employer or any
other party. We are interested in employing you because of your skills and abilities, not because
of any trade secrets learned elsewhere. Thus, it is important you take care not to bring, even
inadvertently, any books, notes or other materials, except your own personal effects, as you leave
your present employer.



While we hope that this will be a long and rewarding relationship for both you and PCTEL, you
should be aware that your employment with the Company is for no specified period and constitutes
at-will employment. As a result, you are free to resign at any time, for any reason or for no
reason. Similarly, the Company is free to conclude its employment relationship with you at any
time, with or without cause, and with or without notice. Any changes to your at-will employment
can only be made by the Chairman & CEO of PCTEL, with the approval of the Board of Directors, and
must be confirmed in writing signed by the President, which specifically refers to your at-will
status. PCTEL’s Employee Handbook and other written employment policies contain other relevant
policies pertaining to your employment, but do not alter your status. In the event of any conflict
between this agreement and any other document, the terms of this agreement shall control. This
offer is contingent upon satisfactory results of a criminal background, education and employment
verification.



For US employees, for purposes of federal immigration law, you will be required to provide to the
Company documentary evidence of your identity and eligibility for employment in the United States.
Such documentation must be provided to us within three business days of your date of hire, or our
employment relationship with you may be terminated. Please consult the enclosed I-9 form for
appropriate documentation to bring on your first day of employment. In the event of any dispute or
claim relating to or arising out of our employment relationship, you and the Company agree that all
such disputes, including but not limited to, claims of harassment, discrimination and wrongful
terminations, shall be settled by arbitration held in Cook County, IL (unless otherwise agreed),
under applicable Arbitration Rules and pursuant to Illinois law. By accepting employment with
PCTEL and entering into this agreement, both you and the Company are waiving the right to a jury
trial of such disputes or claims.



We are pleased you have decided to become part of the PCTEL team. We ask that you sign and return
a copy of this letter confirming that you understand and agree to the terms of employment stated
above. Upon your acceptance, the terms described in this letter, together with the Proprietary
Information and Inventions Agreement and the other agreements specifically referenced herein,
constitute the complete and entire employment agreement between us, and supersedes all prior or
contemporaneous agreements or promises that may have been made. Any additions or modifications of
these terms must be in writing and signed by you and Diane DiGangi, and specifically identify this
Agreement and any term that the parties have agreed should be changed.



471 Brighton Drive Bloomingdale, Illinois 60108 / Tel: +1-630-372-6800 / Fax: +1-630-339-2001 / www.pctel.com



PCTEL Inc. Ó 2005




 









 







Exhibit 10.61








Page 3 of 3




Should you have any question, please contact me at 630-339-2059.



	 	 	 	 	 
	Sincerely,

	 	Acknowledged and Agreed to,
	 	 
	 
	 	 	 	 
	/s/ Diane DiGangi

	 	/s/ Robert Suastegui	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Diane DiGangi

	 	Robert Suastegui	 	 
	Vice President, Human Resources
	 	 	 	 
	 
	 	 	 	 
	May 16, 2007

	 	May 16, 2007	 	 
	 

	 	 	 	 
	Date

	 	Date	 	 
	 
	 	 	 	 
	 

	 	June 4, 2007	 	 
	 

	 	 	 	 
	 

	 	Start Date	 	 






Enclosures:

I9, Proprietary Information and Inventions Agreement



471 Brighton Drive Bloomingdale, Illinois 60108 / Tel: +1-630-372-6800 / Fax: +1-630-339-2001 / www.pctel.com



PCTEL Inc. Ó 2005