Exhibit 10.30


 





interWAVE Communications, Inc.
312 Constitution Drive, Menlo Park, CA 94025

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


 


 


May 21, 2003


 


 


Employment
Agreement


Priscilla M. Lu


InterWAVE Communications


 


 


Dear Priscilla,


 


 


The Board of Directors has met
and approved the following employment terms to supercede and replace all
previous oral and/or written agreements between interWAVE Communications
International Ltd. (Company), its subsidiaries and all affiliated entities and
Priscilla M. Lu.


 


With informed review and
consent of mutual parties, this agreement will be effective upon signature of
the authorized Company delegate of the Board of Directors and yourself.


 


	
  a. Title

  	
   

  	
  CTO or
  equivalent (to be confirmed by CEO)

  
	
   

  	
   

  	
   

  
	
  b. Reporting

  	
   

  	
  Chief
  Executive Officer (CEO)

  
	
   

  	
   

  	
   

  
	
  c.
  Responsibilities

  	
   

  	
  To be
  defined within 90 days of the effective date of this Agreement by the Board
  of Directors together with the CEO.

  
	
   

  	
   

  	
   

  
	
  d. Employee
  Status

  	
   

  	
  Full time
  employee

  
	
   

  	
   

  	
   

  	 

	
  e.
  Compensation

  	
   

  	
  $9,500.00
  per biweekly pay period or the then current biweekly salary less applicable
  withholdings and deductions, but no less than $200,000 annual salary or the
  equivalent which is at $7692.31 biweekly pay period.

  	 

	
   

  	
   

  	
   

  	 

	
  h. Severance

  	
   

  	
  In the event
  of termination without cause(1), or if the base salary compensation is
  reduced below $200,000 annual salary and you elect to resign from the
  company, the Board of Directors has approved the following:

  	 




 












(1)  The term “Cause” means (i) willful misconduct in the performance
of your duties as a Company employee (other than as a result of a 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 a 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.


 


interWAVE Confidential


 

















 


(1) Continuation of salary. The equivalent of twelve (12) months of
then current base salary, which will be no less than the equivalent of $200,000
annualized salary, to be divided into twenty six (26) equal payments paid in
regular biweekly payroll periods over a period of one (1) year 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 twelve (12) 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 agrees to extend the period of exercise of vested
shares after termination of employment for a period of up to nine (9)
months.  You shall be responsible for
any taxes and reporting accruing from (3) and (4).


 


(5) The Company will continue to provide Officers indemnification,
including the term served as Chief Executive 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).


 


(6) 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.


 


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 Interwave whether by
merger, consolidation, reorganization or other similar business combination
transaction.  In the event of a sale of
all or substantially all of the assets of interWAVE, interWAVE shall use all
commercially reasonable efforts to cause the acquirer to assume this Agreements
and the obligations of interWAVE 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.


 


2

















 


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

  	
  May 21, 2003

  	
   

  
	
  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/
  Priscilla M. Lu

  	
  May 19, 2003

  	
   

  
	
  Priscilla M.
  Lu

  	
  Date

  
	
   

  
	
   

  
	
  CC: Cal
  Hoagland

  
	
   

  	
  HR

  
				



 


 


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