Exhibit 10.31


 





interWAVE Communications, Inc.


312 Constitution Drive, Menlo
Park, CA 94025


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


 


 


June 2, 2003


 


 


Employment
Agreement


 


Cal Hoagland


interWAVE Communications


 


 


Dear Cal,


 


 


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 Cal Hoagland, except for the change in control
provisions contained in your offer letter.


 


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


 


	
  a. Title

  	
   

  	
  Senior Vice
  President & Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
  b. Reporting

  	
   

  	
  Chief Executive
  Officer (CEO) & Audit Committee of the Board of Directors

  
	
   

  	
   

  	
   

  
	
  c.
  Responsibilities

  	
   

  	
  Senior Vice
  President & Chief Financial Officer responsible for all financial
  activities of the Company, including financial statements, internal controls,
  reporting both internal and external, industrial & public relations to
  the press and investment community, and the financial integrity of all of the
  Company’s financials and communications to regulatory bodies and
  shareholders.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  In addition,
  responsible for the Legal, IT, Human resources, and Facilities functions
  within the Company.

  
	
   

  	
   

  	
   

  
	
  d. Employee
  Status

  	
   

  	
  Full time
  employee

  
	
   

  	
   

  	
   

  
	
  e.
  Compensation

  	
   

  	
  $8,654.00
  per biweekly pay period or the then current biweekly salary less applicable
  withholdings and deductions.  In
  addition, any and all compensation earned as a result of MBO or a Management
  Incentive Plan.

  
	
   

  	
   

  	
   

  
	
  h. Severance

  	
   

  	
  In the event
  of termination without Cause(1), 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 and a half (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 which
  includes 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 & Chief
  Financial 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(1), the Company shall not have any obligations for
  payments, benefits, damages awards or compensation to you other than as
  provided by your then existing compensation plan and employee plans or
  polices at the time of termination.

  



 












(1)   The term “Cause” means (i) willful misconduct in
the performance of your duties as a Company employee (other than the result of
disability) that has resulted or is likely to result in substantial and
material damage to the Company; (ii) commission of any act of fraud with
respect to the Company; or (iii) conviction of a felony or crime involving
moral turpitude, either of which causes material harm to the business and
affairs of the Company. No act or failure to act by you shall be considered
“willful” if done or omitted by you in good faith with reasonable belief that
your action or omission was in the best interests of the Company.  In addition, for “cause” to exist, the Board
of Directors must determine that your act or omission was the result of
demonstrable misconduct that is materially injurious to the Company.


 


Assumption
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.


 


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.


 


2

















 


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

  
	
  Chairman of
  the Executive Committee and 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/ Cal
  Hoagland

  	
  6/2/03

  	
   

  
	
  Cal Hoagland

  	
  Date

  
	
   

  
	
   

  
	
  CC: Board of
  Directors

  
	
   

  	
  HR

  
				



 


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