Exhibit 10.8


 


Wireless
Telecom GroupINC


 


25 Eastmans Road Parsippany, NJ 07054


Tel.  (973) 386-9696    Fax (973) 386-9191


 


December 10, 2012


 


Paul Genova

25 Eastmans Road

Parsippany, NJ 07054


 


Dear Mr. Genova:


 


We are pleased to offer certain benefits
and payments, in the event your employment with Wireless Telecom Group, Inc. (including any successor, the “Company”)
is terminated within ten years of the date hereof either (i) by the Company, other than for Cause (as defined below), or (ii) by
you, for Good Reason (as defined below) (each such termination is hereinafter referred to as a “Qualifying Event”).
This letter agreement (this “Agreement”) supersedes in its entirety the terms of that certain severance agreement (the
“2005 Agreement”), dated March 29, 2005, between you and the Company and confirms our mutual agreement and understanding
with respect to the following:


 


1.
Severance. Upon a Qualifying Event, you will be entitled to receive Severance (as defined below) and Continuation of Benefits (as
defined below) for the Severance Period (as defined below) in lieu of any payments otherwise payable to you under the Company’s
standard severance policy. You will not be entitled to such Severance or Continuation of Benefits if the Company terminates your
employment for Cause, if you terminate your employment voluntarily without Good Reason, or if your employment is terminated due
to death or permanent disability.


 


2.
Mitigation and Offset. If you engage in Subsequent Employment (as defined below) during the Severance Period and receive benefits
from a subsequent employer (other than the Company) during the Severance Period, your Continuation of Benefits will be terminated
(on a benefit by benefit basis). You agree to provide the Company with prompt written notice of any Subsequent Employment and benefits
received by you during, or in respect of, the Severance Period.


 


3.
Change in Control. The parties agree that it is the intent of the parties, and the parties hereby agree, that this Agreement shall
survive and be binding on any successor or assignee of the Company following any change in control of the Company, sale of all
or substantially all of the business or assets of the Company or similar corporate event.


 


4.
Definitions.


 


For purposes of this Agreement, the following
terms shall have the meanings set forth below:


 


(i)
“Annual Cash Bonus” for a calendar year shall mean the amount, in the good faith determination of the Board of Directors
(or Compensation Committee of the Board of Directors), you have earned as of the date of your termination under the bonus component
of the Company’s officer bonus incentive plan in effect at that time.


 


(ii)
“Cause” shall mean the occurrence of any one or more of the following: (i) fraud, embezzlement and /or
misappropriation of the Company’s funds; (ii) gross or willful misconduct by you in the performance of your duties;
(iii) a material violation of the Company’s Code of Conduct; or (iv) a conviction by, or entry or a plea of guilty or
nolo contendre in, a court of competent jurisdiction for any crime which constitutes a felony or act or moral turpitude in
the jurisdiction involved.





    	 



    	



    


(iii)
“Continuation of Benefits” shall mean the continuation of all benefits (to the extent permissible under the terms
and conditions of each applicable employee benefit program and applicable law) in which you participate as of the date of the
Qualifying Event for the term of the Severance Period, provided that you continue to pay the Company the employee
contributions you were paying immediately prior to a Qualifying Event.


 


(iv)
“Good Reason” shall mean (a) the assignment to you of duties materially and adversely inconsistent with your
position, title, duties, responsibilities or status with the Company as an executive officer of the Company, (b) any removal
of you from, or any failure to re-elect you as an officer of the Company, (c) a reduction in your salary or a material
reduction in bonus opportunities, or (d) relocation of your principal place of employment to a place more than thirty (30)
miles from its current location, in each case without your written consent; provided, however, that following a Change
in Control (as such term is currently defined in the Company’s 2012 Incentive Compensation Plan), “Good
Reason” shall mean (x) the assignment to you, as an officer of the Company or a subsidiary of the Company, of duties
materially and adversely inconsistent with your duties or responsibilities with the Company, (y) a reduction in your salary
or a material reduction in bonus opportunities, or (z) relocation of your principal place of employment to a place more than
thirty (30) miles from its current location, in each case without your written consent.


 


(v)
“Release Effective Date” shall mean the eighth day following the date that the Release (as defined below) is executed,
provided that such Release has not been revoked; provided that if the 45 day period following the date of the Qualifying Event
begins in one calendar year and ends in the next calendar year, the Release Effective Date may not be earlier than January 1 of
the later calendar year.


 


(vi)
“Severance” shall mean a lump sum cash severance payment in an amount equal to 100% of your annual base
compensation then in effect, plus an amount equal to the Annual Cash Bonus, paid on the Release Effective Date.


 


(vii)
“Severance Period” shall mean the period commencing on the date of the Qualifying Event and ending on the twelve
(12) month anniversary of the date of your Qualifying Event.


 


(viii)
“Subsequent Employment” shall mean any employment or provision of services whether as owner, principal, agent,
partner, director, officer, independent contractor, consultant, or employee for any entity, corporation, partnership or
individual, including, without limitation, self-employment.


 


5.
No Employment Rights. This Agreement sets forth the terms of certain financial
assurances that will apply upon a Qualifying Event and does not constitute, and should not be considered as, a contract of employment
for any duration. Accordingly, this Agreement will not affect your ability or the ability of the Company (subject to the terms
of any other agreement(s) that may exist) to terminate your services at any time and for any reason.


 


6.
Successors and Assigns. This Agreement shall inure to the benefit of and
be binding upon the Company and its successors. Except as otherwise specifically provided herein, neither party shall assign or
transfer this Agreement nor any rights hereunder without the consent of the other party, and any attempted or purported assignment
without such consent shall be void; provided, however, that any assignment or transfer pursuant to a merger or consolidation, or
the sale or liquidation of all or substantially all of the business and assets of the Company shall be valid, so long as the assignee
or transferee (a) is the successor to all or substantially all of the business and assets of the Company and (b) assumes the liabilities,
obligations and duties of the Company, as contained in this Agreement, either contractually or as a matter of law. Your consent
shall not be required for any such transaction.


 


7.
Effectiveness. This Agreement shall be effective as of December 10, 2012.


 


8.
Governing Law. This Agreement shall be governed by the laws of the State
of New Jersey, without regard to the conflicts of law provisions thereof.


 


9.
Entire Agreement. This Agreement constitutes the complete agreement and
understanding between us relating to severance and the continuation of benefits following a Qualifying Event, supersedes all prior
or contemporaneous negotiations and agreements, whether oral or written, with respect to such subject matter (including the 2005
Agreement), and may not be modified or amended except in writing signed by the parties. Additionally, this Agreement is intended
to supplement (and not supersede) any employment or other agreement



    	 



    	



    
 relating to your compensation, your employment status or the
termination of your employment that you may have with the Company, including, without limitation, any agreement relating to payment
or amounts (other than Severance and Continuation of Benefits) upon termination of your employment.


 


10. General Release. As a condition of receiving the Severance and Continuation of
Benefits described herein, you will be required to sign a separation agreement and general release in a form acceptable to
the Company (the “Release”), which must be executed and returned to the Company within 45 days following the date
of the Qualifying Event and is not revoked during the seven day period following its execution. Such Release shall, among
other things, discharge the Company from any and all obligations to make any further payments to you, whether by way of
salary, bonus or other compensation or remuneration of any kind.


 


11.
Section 409A. Notwithstanding anything herein to the contrary, this Agreement
is intended to be interpreted and applied so that the payment of the benefits set forth herein either shall either be exempt from
the requirements of Section 409A of the Code (“Section 409A”) or shall comply with the requirements of such provision.
Notwithstanding any provision of this Agreement to the contrary, if you are a “specified employee” within the meaning
of Section 409A, any payments or arrangements due upon a termination of your employment under any arrangement that constitute a
“nonqualified deferral of compensation” within the meaning of Section 409A and which do not otherwise qualify under
the exemptions under Treas. Regs. Section 1.409A-1 (including without limitation, the short-term deferral exemption or the permitted
payments under Treas. Regs. Section 1.409A-1(b)(9)(iii)(A)), shall be delayed and paid or provided on the earlier of (i) the date
which is six months after your “separation from service” (as such term is defined in Section 409A and the regulations
and other published guidance thereunder) for any reason other than death, and (ii) the date of your death.


 


After
the date of any Qualifying Event, you shall have no duties or responsibilities that are inconsistent with having a “separation
from service” within the meaning of Section 409A as of the date of the Qualifying Event and, notwithstanding anything in
the Agreement to the contrary, distributions upon termination of employment of nonqualified deferred compensation may only be made
upon a “separation from service” as determined under Section 409A and such date shall be the date of the Qualifying
Event for purposes of this Agreement. Each payment under this Agreement or otherwise shall be treated as a separate payment for
purposes of Section 409A. In no event may you, directly or indirectly, designate the calendar year of any payment to be made under
this Agreement which constitutes a “nonqualified deferral of compensation” within the meaning of Section 409A and to
the extent an amount is payable within a time period, the time during which such amount is paid shall be in the discretion of the
Company.


 


If you agree with the terms and provisions
of this Agreement, please sign and date both copies of this Agreement in the place indicated. Keep one copy for your files and
return the other copy to the Company.


 


Very truly yours,


 


WIRELESS TELECOM GROUP, INC.


 


By: /s/ Henry Bachman

Name: Henry Bachman

Title: Compensation Comm. Chair


 


ACCEPTED AND AGREED TO:


 


	/s/
    Paul Genova	 	December
    10, 2012	 
	Paul Genova	 	Date