Exhibit 10.32


 





interWAVE Communications, Inc.


312 Constitution Drive, Menlo
Park, CA 94025


Tel: (650) 838-2000  Fax: (650) 321-6250


 


 


June 2, 2003


 


 


Employment
Agreement


William Carlin


interWAVE Communications


 


 


Dear Bill,


 


 


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 William Carlin.


 


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


 


	
  a. Title

  	
   

  	
  Senior Vice
  President & Chief Operating Officer

  
	
   

  	
   

  	
   

  
	
  b. Reporting

  	
   

  	
  Chief
  Executive Officer (CEO)

  
	
   

  	
   

  	
   

  
	
  c.
  Responsibilities

  	
   

  	
  Chief
  Operating Officer responsible for the total customer interface of the Company
  including WorldWide Sales & Service, Operations, Program Management and
  Customer Services.

  
	
   

  	
   

  	
   

  
	
  d. Employee
  Status

  	
   

  	
  Full time
  employee

  
	
   

  	
   

  	
   

  
	
  e.
  Compensation

  	
   

  	
  $7,692.00
  per biweekly pay period or the then current biweekly salary less applicable
  withholdings and deductions.  All
  commissions earned and payable under the Company’s commissions plan for Sales
  and any and all bonus compensation earned under either an MBO program or Management
  Incentive Plan.

  
	
   

  	
   

  	
   

  
	
  h. Severance

  	
   

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

  
	
   

  	
   

  	
  (1) Continuation of salary. The equivalent of nine (9) months of
  then current base salary to be divided into nineteen (19.5) payments paid in
  regular biweekly payroll periods over a period of nine months beyond the last
  day of active employment up to the effective date of termination.

  
	
   

  	
   

  	
  (2) Benefits coverage (medical, dental and vision) at the level
  of coverage then in effect for a period of nine (9) 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 through
  the period of salary and benefit continuation cited in (1) and (2).

  
	
   

  	
   

  	
  (4) The Company will continue to provide Officers
  indemnification, including the term served as Vice President of World Wide
  Sales & Marketing and Senior Vice President & Chief Operating Officer
  and in any other capacities, 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 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 polices at the time of
  termination.

  



 


At-Will Employment.  Notwithstanding termination and the terms of
severance above, 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 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 entitled to any payments, benefits, damages, awards
or compensation other than as may otherwise be available in accordance with the
Company’s established employee plans and policies at the time of termination.


 


Confidentiality.  You shall continue to be governed by the
terms of the Employment & Proprietary Agreement, Non-Disclosure and
Confidentiality Agreement and 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 hope that you will accept the
terms and we can work to further the goals and ensure the success of the
Company.


 


Sincerely,


 


 


	
  /s/ William
  Gibson

  	
  6/3/03

  	
   

  
	
  William
  Gibson

  	
  Date

  
	
  On Behalf of
  the Board of Directors

  
	
   

  
	
   

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

  
	
   

  
	
   

  
	
  ý I accept the terms of this Employment
  Agreement.

  
	
   

  
	
   

  
	
  /s/ William
  T. Carlin

  	
  6/2/03

  	
   

  
	
  William
  Carlin

  	
  Date

  
	
   

  
	
   

  
	
  CC: Board of
  Directors

  
	
   

  	
  HR

  
				



 


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