Exhibit
10.81


EMPLOYMENT
AGREEMENT


 


EMPLOYMENT AGREEMENT (the “Agreement”)
effective as of January 20, 2005, by and between Proxim Corporation, a Delaware
corporation (the “Company”) and Gordana Pance (the “Executive”).


 


WHEREAS, the Company
considers it essential to its best interests and the best interests of its
stockholders to foster the continued employment of Executive by the Company and
Executive is willing to accept and continue Executive’s employment on the terms
hereinafter set forth in this Agreement;


 


NOW, THEREFORE, in
consideration of the premises and mutual covenants herein and for other good
and valuable consideration, the parties agree as follows:


 


1.             Term of Employment; Executive Representation.


 


a.  Employment Term. Executive’s
term of employment under this Agreement shall commence on the date hereof and,
subject to the terms hereof, Executive and the Company agree and acknowledge
that Executive’s employment with the Company constitutes “at-will” employment
and that this Agreement may be terminated at any time by the Company or
Executive, subject to the terms of Section 7 of this Agreement.


 


b.  Executive Representation.  Executive hereby represents to the Company
that the execution and delivery of this Agreement by Executive and the Company
and the performance by Executive of the Executive’s duties hereunder shall not
constitute a breach of, or otherwise contravene, the terms of any statute, law,
regulation, or of any employment agreement or other agreement or policy to
which Executive is a party or otherwise bound.


 


2.             Position.


 


a.  While employed hereunder, Executive shall serve as the
Company’s Senior Vice President of Engineering and Product Management.  In such position, Executive shall have such
duties and authority, as shall be determined from time to time by the Chief
Executive Officer of the Company (the “CEO”).


 


b.  While employed hereunder, Executive will devote Executive’s
full business time and best efforts to the performance of Executive’s duties
hereunder and will not engage in any other business, profession or occupation
for compensation or otherwise which would conflict with the rendering of such
services either directly or indirectly, without the prior written consent of
the CEO.


 


3.             Base Salary. While employed hereunder, the
Company shall pay Executive a base salary (the “Base Salary”) at the annual
rate of $250,000 payable in regular installments in accordance with the Company’s
usual payment practices.  Executive shall
be


 


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entitled to such increases in Executive’s Base
Salary, if any, as may be determined from time to time in the sole discretion
of the board of directors of the Company (the “Board”), as applicable.


 


4.             Annual Bonus & Option Grant.


 


a.  Annual Bonus.  With respect
to each calendar year while employed hereunder, Executive shall be eligible to
earn an annual bonus award (an “Annual Bonus”) which shall be paid quarterly
pursuant to an annual incentive plan to be established by the Board; provided,
however, that Executive’s target Annual Bonus opportunity shall not be less
than 60% of Executive’s Base Salary (the “Target Bonus”).


 


b.  Option Grant. Promptly following execution of this Agreement and
concurrent with the timing of grants to other senior executives, Executive
shall be granted 50,000 stock options and 50,000 restricted stock units, each
with vesting and other terms as determined by the Compensation Committee of the
Board.


 


5.             Employee Benefits.  The Company shall provide Executive during
the term of his employment hereunder with coverage under all employee pension
and welfare benefit programs, plans and practices in accordance with the terms
thereof, which the Company generally makes available to its senior
executives.  Executive shall be entitled
to such number of days of paid vacation and sick leave as established under the
Company’s policies as in effect from time to time, which shall be taken at such
times as are consistent with Executive’s responsibilities hereunder.  In addition, Executive shall be entitled to
the perquisites and other fringe benefits currently made available to senior
executives of the Company, commensurate with Executive’s position with the
Company.


 


6.             Business Expenses.  Executive is authorized to incur reasonable
expenses in carrying out his duties and responsibilities under this Agreement,
including, without limitation, expenses for travel and similar items related to
such duties and responsibilities.  The
Company will reimburse Executive for all such expenses upon presentation by
Executive from time to time of appropriately itemized and approved (consistent
with the Company’s policy) accounts of such expenditures.


 


7.             Termination. 
The Executive’s employment hereunder may be terminated by either party
at any time and for any reason or no reason; provided that Executive
will be required to give the Company at least 30 days advance written notice of
any resignation of Executive’s employment (unless the Company waives its right
to receive such 30-day notice). 
Notwithstanding any other provision of this Agreement, the provisions of
this Section 7 shall exclusively govern Executive’s rights upon termination of
employment with the Company and its affiliates.


 


a.  By the Company For Cause; By the Executive
Without Good Reason.


 


(i)  The Executive’s employment hereunder may be
terminated by the Company for Cause (as defined below) at any time or by
Executive without Good Reason after 30 days prior written notice (unless the
Company waives such notice requirement).


 


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(ii)  For purposes of this Agreement, “Cause” shall
mean (i) Executive’s continued failure to properly perform Executive’s
duties hereunder (other than as a result of total or partial incapacity due to
physical or mental illness) as reasonably determined by the Chief Executive
following notice by the Company to the Executive of such failure, (ii)
dishonesty in the performance of Executive’s duties hereunder, (iii) an act or
acts on Executive’s part constituting (x) a felony under the laws of the United
States or any state thereof or (y) a misdemeanor involving moral turpitude,
(iv) Executive’s willful malfeasance or willful misconduct in connection with
Executive’s duties hereunder or any act or omission which is materially injurious
to the financial condition or business reputation of the Company or any of its
subsidiaries or affiliates or (v) Executive’s breach of the provisions of
Section 8 of this Agreement.


 


(iii)  If Executive’s employment is terminated by
the Company for Cause or by Executive without Good Reason, Executive shall be
entitled to receive, reduced by any amounts owed to the Company by Executive,
the amounts described in the following clauses (A) through (D) set forth
below:


 


(A) the
Base Salary through the date of termination;


 


(B)
any earned but unpaid portion of Executive’s Annual Bonus for the fiscal year
in which such termination occurs (which amount shall be “earned” as determined
by the Company based on the achievement of the relevant performance criteria for
the entire fiscal year, prorated for the number of full calendar quarters
during which Executive was employed by the Company);


 


(C)  reimbursement for
any unreimbursed business expenses properly incurred by Executive in accordance
with Company policy prior to the date of Executive’s termination; and


 


(D)
such employee benefits, if any, as to which Executive
may be entitled under the employee benefit plans of the Company (the amounts
described in clauses (A) through (D) hereof being referred to as the “Accrued
Rights”).


 


Following such termination
of Executive’s employment by the Company for Cause or by Executive without Good
Reason, except as set forth in this Section 7(a), Executive shall have no
further rights to any compensation or any other benefits under this Agreement.


 


                b.  Disability
or Death.


 


                (i)  The
Executive’s employment hereunder shall terminate upon Executive’s death or if
Executive becomes physically or mentally incapacitated and is therefore unable
for a period of six (6) consecutive months or for an aggregate of nine (9)
months in any twenty-four (24) consecutive month period to perform Executive’s
duties (such incapacity is hereinafter referred to as “Disability”).  Any question as to the existence of the
physical or mental incapacitation of Executive as to which Executive or his
representative and the Company cannot agree shall be determined in writing by a
qualified independent physician mutually


 


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acceptable to Executive
and the Company.  If Executive and the
Company cannot agree as to a qualified independent physician, each shall
appoint such a physician and those two physicians shall select a third who
shall make such determination in writing. 
The determination of Disability made in writing to the Company and
Executive shall be final and conclusive for all purposes of the Agreement, and
all costs incurred by Executive and/or the Company that are related to such
determination shall be paid by the Company.


 


                (ii)  Upon
termination of Executive’s employment hereunder for either Disability or death,
Executive or Executive’s estate (as the case may be) shall be entitled to
receive:


 


(A)
the Accrued Rights; and


 


(B)  a pro rata portion of any Annual Bonus that
the Executive would have been entitled to receive pursuant to Section 4
hereof in such year based upon the percentage of the calendar year that shall
have elapsed through the date of Executive’s termination of employment, payable
when such Annual Bonus would have otherwise been payable had the Executive’s
employment not terminated.


 


Following Executive’s
termination of employment due to death or Disability, except as set forth in
this Section 7(b), Executive shall have no further
rights to any compensation or any other benefits under this Agreement.


 


            c.  By the Company Without Cause or Resignation
by Executive for Good Reason.


 


                (i)  The
Executive’s employment hereunder may be terminated by the Company without Cause
or by Executive’s resignation for Good Reason.


 


                (ii)  For
purposes of this Agreement, “Good Reason” shall mean:


 


                (x)  the reduction by the Company of Executive’s Base Salary
(other than as a result of a general salary reduction affecting all Company
employees); or


 


                (y)  any material and
adverse reduction in Executive’s duties and responsibilities made without
Executive’s written consent; or


 


                (z)  relocation of Executive’s principal workplace more than
fifty (50) miles from Executive’s principal workplace as of the date hereof
made without Executive’s written consent.


 


In addition, “Good Reason” shall also be
deemed to have occurred in the event the Company fails to obtain from any
successor to the Company an agreement to assume and perform this Agreement, as
contemplated by Section 10(e) hereof. 
Notwithstanding the foregoing, none of the events described in clauses
(x), (y) or (z) of this Section 7(c)(ii) shall
constitute Good Reason unless Executive shall have notified the Company
in writing describing the events which


 


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constitute Good Reason
and then only if the Company shall have failed to cure such event within thirty
(30) days after the Company’s receipt of such written notice.


 


                (iii) If Executive’s employment is terminated by the
Company without Cause (other than by reason of death or Disability) or if
Executive resigns for Good Reason, then upon the execution of an effective
general release of claims in a form satisfactory to the Company, Executive
shall be entitled to receive:


 


                (A)  the Accrued Rights; and


 


                (B)  subject to
Executive’s continued compliance with the provisions of Section 8, (x)
continued payment of the Base Salary after the date of termination for the
shorter of (I) the number of full months Executive was employed by the Company
(calculated with reference to Executive’s initial date of employment and the
same date of subsequent months) or (II) twelve (12) months (the “Severance
Period”), and (y) payment of the Target Bonus (prorated by multiplying the
Target Bonus by a fraction, the numerator of which shall be the number of
months in the Severance Period and the denominator of which shall be 12) in
respect of the year in which such date of termination occurs, payable at such
time as the Annual Bonus would otherwise be payable. Such Target Bonus will only
be paid provided the Company met the criteria for payment of a Target Bonus
under the annual incentive plan in accordance with the annual incentive plan of
the Company in effect as of the date of termination; provided, that the
aggregate amount described in this clause (B) shall be reduced by the present
value of any other cash severance or termination benefits payable to Executive
under any other plans, programs or arrangements of the Company or its
affiliates; and


 


(C)  acceleration of that portion, if any, of any
outstanding option to purchase shares of Common Stock of the Company granted to
Executive pursuant to the Company’s stock compensation plans (the “Option”)
that is otherwise unexercisable as of the date of termination, which would have
otherwise become exercisable at any time(s) during the Severance Period, with
all Options continuing to be exercisable by Executive during the full term of
the Severance Period (but in any event for no shorter period than provided for
under the terms of the Option); and


 


(D)  subject to Executive’s continued compliance
with the provisions of Section 8, continued coverage during the Severance
Period under the Company’s medical insurance plans in accordance with the terms
thereof, as required under the Consolidated Omnibus Budget Reconciliation Act
of 1985, at the same cost to Executive as was provided to Executive immediately
prior to the date of termination.


 


(E)  Executive shall not be required to mitigate
the amount of any payments or benefits provided for pursuant to this Section
7(c)(iii) by seeking other employment.


 


(iv)  Notwithstanding anything set forth in this
Section 7(c) to the contrary, in the event that, upon or within thirteen (13)
months following the occurrence of a Change of Control, either (x) Executive’s
employment is terminated by the Company without Cause (other than by reason of
Executive’s death or Disability) or (y) Executive resigns for Good Reason, the
payments and benefits set forth in Section 7(c)(iii)
above shall be modified as follows:


 


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(A)  in lieu of the continued payment of Base
Salary and payment of the Target Bonus pursuant to the annual incentive plan of
the Company otherwise payable pursuant to Section 7(c)(iii)(B), the Base Salary
and Target Bonus (without consideration of whether the Company met the criteria
to pay such Target Bonus under its annual incentive plan for the year) amounts
set forth therein shall be paid in a lump sum no later than ten (10) business
days following the termination of Executive’s employment; provided, however,
that such payments shall still be offset by any other cash severance or
termination benefits payable in accordance with any other such plans, programs
or arrangements and the term “Severance Period” shall mean twelve (12) months
when applied for other purposes of this Section 7(c)(iv);


 


(B)  in lieu of the acceleration of exercisability
of the Option provided for in Section 7(c)(iii)(C),
one hundred percent (100%) of any portion of the Option that is otherwise
unexercisable as of the date of termination shall become immediately
exercisable, and all Options shall continue to be exercisable by Executive
during the full term of the Severance Period ; and


 


(C)  Executive’s right to the Base Salary and the
Target Bonus described in Section 7(c)(iv)(A) (collectively, the “Advanced
Payments”) and to any income to be realized (but not necessarily recognized for
tax purposes) on account of the Option described in Section 7(c)(iv)(B) (the “Option
Spread”), or to retain the Advanced Payments or Option Spread, as the case may
be, is expressly contingent upon Executive’s compliance with each and every
provision set forth in Section 8.  In the
event that Executive engages in conduct that contravenes the terms of Section
8, the Option described in Section 7(c)(iv)(B) shall immediately terminate (and
shall no longer be exercisable) and Executive shall not be entitled to any of
the benefits described in Section 7(c)(iv). 
In the event that Executive engages in conduct that contravenes the
terms of Section 8 subsequent to the date that he has been paid the Advanced
Payments, or subsequent to the date that he has realized Option Spread, (I) the
Option described in Section 7(c)(iv)(B) shall
immediately terminate (and shall no longer be exercisable), and (II) Executive
shall promptly return a portion of the Advanced Payments and a portion of the
Option Spread, as the case may be.  The
amount of Advanced Payments and Option Spread to be returned to the Company
shall be determined by multiplying the Advanced Payments and the Option Spread
by the “Return Fraction” (defined in the following sentence).  The Return Fraction shall be a fraction
having a numerator equal to a number of consecutive calendar months beginning
in the month in which Executive first engaged in conduct in contravention of
the terms of Section 8 and including each and every month thereafter through
the end of the one (1) year period following the date Executive ceases to be
employed by the Company and a denominator equal to twelve (12).


 


(D)  Executive shall not be required to mitigate
the amount of any payments or benefits provided for pursuant to this Section
7(c)(iv) by seeking other employment.


 


(v)  For purposes of Section 7(c)(iv), a “Change of Control” shall mean the occurrence of
any of the following events:


 


(A)                              any Person
(other than Warburg Pincus, an Affiliate of Warburg Pincus, or any Person
holding securities representing 10% or more of the combined voting


 


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power of the Company’s
outstanding securities on the date hereof, the Company, any trustee or other
fiduciary holding securities under an employee benefit plan of the Company, or
any company owned, directly or indirectly, by the shareholders of the Company
in substantially the same proportions as their ownership of stock of the
Company), becomes the Beneficial Owner, directly or indirectly, of securities
of the Company, representing 50% or more of the combined voting power of the
Company’s then-outstanding securities;


 


(B)                                during any
period of twenty-four consecutive months (not including any period prior to the
date hereof), individuals who at the beginning of such period constitute the
Board, and any new director (other than (I) a director nominated by a
Person who has entered into an agreement with the Company to effect a
transaction described in Sections 7(c)(v)(A), (C), (D) or (E) hereof or
(II) a director nominated by any Person (including the Company) who
publicly announces an intention to take or to consider taking actions
(including, but not limited to, an actual or threatened proxy contest) which if
consummated would constitute a Change in Control) whose election by the board
of directors of the Company or nomination for election by the Company’s
shareholders was approved by a vote of at least two-thirds (2/3rd)
of the directors then still in office who either were directors at the
beginning of the period or whose election or nomination for election was
previously so approved, cease for any reason to constitute at least a majority
thereof;


 


(C)                                the
consummation of any transaction or series of transactions under which the
Company is merged or consolidated with any other company, other than a merger
or consolidation which would result in the shareholders of the Company
immediately prior thereto continuing to own (either by remaining outstanding or
by being converted into voting securities of the surviving entity or its
parent) more than 50% of the combined voting power of the voting securities of the
Company or such surviving entity (or its parent) outstanding immediately after
such merger or consolidation; or


 


(D)                               the complete
liquidation of the Company or the sale or disposition by the Company of all or
substantially all of the Company’s assets, other than a liquidation of the
Company into a wholly-owned subsidiary.


 


For purposes of this Section
7(c)(v), the terms “Person” and “Beneficial Owner” shall each have the same
meaning as such terms are defined in Section 13(d) and Rule 13d-3,
respectively, of the Securities Exchange Act of 1934, as amended, or any
successor thereto, and the term Affiliate” shall mean any entity directly or
indirectly controlling, controlled by, or under common control with, the
Company or any other entity designated by the board of directors of the Company
in which the Company has an interest.


 


(vi)          If
all or any portion of the payments or benefits provided under Section 7(c)(iv), either alone or together with other payments and
benefits which Executive receives or is then entitled to receive from the
Company, would constitute a payment described in Section 280G(b)(2) (or its
successors) of the Internal Revenue Code, as amended from time to time (the


 


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“Code”), such payments and benefits
provided to Executive thereunder shall be reduced to the extent necessary so
that no portion thereof shall be subject to the excise tax imposed by Section
4999 of the Code; but only if, by reason of such reduction, the net after-tax
benefit to Executive with respect to such payments and benefits shall exceed
such net after-tax benefit if no such reduction were made.  For purposes of Section 7(c)(iv), “net
after-tax benefit” shall mean the sum of (I) the total amounts payable to
Executive hereunder, plus (II) all other payments and benefits which the
Executive receives or is entitled to receive from the Company as a result of
any such termination of employment set forth in Section 7(c)(iv) that would
constitute a payment described in Section 280G(b)(2) of the Code, less (III)
the amount of federal income taxes payable with respect to the foregoing
calculated at the maximum marginal income tax rate for each year in which the
foregoing shall be paid to Executive (based upon the rate in effect for such
year as set forth in the Code at the time of termination of Executive’s
employment), less (IV) the amount of excise taxes imposed with respect to the
payments and benefits described in (I) and (II) above by Section 4999 of the Code.  The foregoing calculations shall be made, at
the Company’s expense, by a nationally recognized accounting firm selected by
the Company.  The determination of such
firm shall be conclusive and binding on all parties.


 


(vii)  Following
Executive’s termination of employment by the Company without Cause (other than
by reason of Executive’s death or Disability) or by Executive’s resignation for
Good Reason, except as set forth in this Section 7(c), Executive shall have no
further rights to any compensation or any other benefits under this Agreement.


 


d.  Notice of
Termination.  Any purported
termination of employment by the Company or by Executive (other than due to
Executive’s death) shall be communicated by written Notice of Termination to
the other party hereto in accordance with Section 10(g) hereof.  For purposes of this Agreement, a “Notice of
Termination” shall mean a notice which shall indicate the specific termination
provision in this Agreement relied upon and shall set forth in reasonable
detail the facts and circumstances claimed to provide a basis for termination
of employment under the provision so indicated.


 


8.  Nondisclosure
of Confidential Information; Non-Competition.  (a)  At
any time during or after Executive’s employment with the Company, Executive
shall not, without the prior written consent of the Company, use, divulge,
disclose or make accessible to any other person, firm, partnership, corporation
or other entity any Confidential Information (as hereinafter defined)
pertaining to the business of the Company or any of its subsidiaries, except
(i) while employed by the Company, in the business of and for the benefit
of the Company, or (ii) when required to do so by a court of competent
jurisdiction, by any governmental agency having supervisory authority over the
business of the Company, or by any administrative body or legislative body
(including a committee thereof) with jurisdiction to order Executive to
divulge, disclose or make accessible such information.  For purposes of this Section 8(a), “Confidential
Information” shall mean information (whether or not in written form) which
relates to the Company or any of its 
affiliates, or any of their respective businesses or products
(including, without limitation, their financial data, strategic business plans,
and other proprietary information) or to this Agreement, and which is not known
to the public generally (excluding public knowledge which occurs as a result of
Executive’s breach of this covenant or the wrongful acts of others who were under
confidentiality obligations as to the item or items


 


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involved),
except in the conduct of the business of the Company, as in existence as of the
date of Executive’s termination of employment.


 


(b)  As the
Senior Vice President, Engineering and Product Management, Executive will
acquire knowledge of Confidential Information and trade secrets.  Executive acknowledges that the Confidential
Information and trade secrets which the Company has provided and will provide
to him could play a significant role were he to directly or indirectly be
engaged in any business in Competition (as hereinafter defined) with the
Company or its subsidiaries.  During the
period of his employment hereunder and for one year thereafter, Executive
agrees that, without the prior written consent of the Company, (A) he will not,
directly or indirectly, either as principal, manager, agent, consultant,
officer, stockholder, partner, investor, lender or employee or in any other
capacity, carry on, be engaged in or have any financial interest in (other than
an ownership position of less than 5 percent in any company whose shares are
publicly traded), any business, which is in Competition (as hereinafter
defined) with the existing business of the Company or its subsidiaries and (B)
he shall not, on his own behalf or on behalf of any person, firm or company,
directly or indirectly, solicit or offer employment to any person who has been
employed by the Company or its subsidiaries at any time during the 12 months
immediately preceding such solicitation to the extent that Executive would use
or inevitably use Confidential Information or trade secrets or that would
otherwise constitute unfair competition.


 


(c)  For
purposes of this Section 8, a business shall be deemed to be in “Competition”
with the Company or its subsidiaries if it is engaged in or has taken concrete
steps toward engaging in the business of research and development, designing,
manufacturing, marketing, distributing, or servicing or selling components as
used in wireless LANs, microwave radios, products and equipment, whether in
existence or in development, relating to wireless LANs, microwave
communications (including unlicensed spread spectrum radio, licensed microwave
radio, wireless ethernet bridge, and fixed wireless (e.g., wireless local loop,
point-to-point, point-to-multipoint)), as carried on by the Company or its
affiliates as of the date of Executive’s termination of employment, in all
cities, counties, states and countries in which the business of the Company or
its affiliates is then being conducted or its products are being sold.


 


(d)  The results
and proceeds of Executive’s services hereunder, including, without limitation,
any works of authorship resulting from Executive’s services during Executive’s
employment with the Company and/or any of the Company’s affiliates and any
works in progress, will be works-made-for hire and the Company will be deemed
the sole owner throughout the universe of any and all rights of whatsoever
nature therein, whether or not now or hereafter known, existing, contemplated,
recognized or developed, with the right to use the same in perpetuity in any
manner the Company determines in its sole discretion without any further
payment to Executive whatsoever.  If, for
any reason, any of such results and proceeds will not legally be a
work-for-hire and/or there are any rights which do not accrue to the Company
under the preceding sentence, then Executive hereby irrevocably assigns and
agrees to assign any and all of Executive’s right, title and interest thereto,
including, without limitation, any and all copyrights, patents, trade secrets,
trademarks and/or other rights of whatsoever nature therein, whether or not now
or hereafter known, existing, contemplated, recognized or developed, to the
Company, and the Company will have the right to use the same in perpetuity
throughout the universe in any manner the Company determines without any
further payment to Executive


 


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whatsoever.  Executive will, from
time to time as may be requested by the Company, (i) during the term of
Executive’s employment without further consideration, and (ii) thereafter at
Executive’s then current hourly rate, do any and all things which the Company
may deem useful or desirable to establish or document the Company’s exclusive
ownership of any and all rights in any such results and proceeds, including,
without limitation, the execution of appropriate copyright and/or patent applications
or assignments.  To the extent Executive
has any rights in the results and proceeds of Executive’s services that cannot
be assigned in the manner described above, Executive unconditionally and
irrevocably waives the enforcement of such rights.  This subsection is subject to and will not be
deemed to limit, restrict, or constitute any waiver by the Company of any
rights of ownership to which the Company may be entitled by operation of law by
virtue of the Company being Executive’s employer.  This Section does not apply to an invention
that qualifies as a nonassignable invention under Section 2870 of the
California Labor Code, which applies to any invention for which no equipment,
supplies, facilities or Confidential Information of the Company or its subsidiaries
was used, which does not (i) relate to the business of the Company; (ii) relate
to the Company’s actual or demonstrable anticipated research or development or
(iii) result from any work performed by Executive for the Company.  This confirms that Executive has been
notified of his rights under Section 2870 of the California Labor Code.


 


9.  Specific
Performance.  Executive and the
Company agree that the covenants in Section 8 are reasonable covenants under
the circumstances, and further agree that if in the opinion of any court of
competent jurisdiction such restraints are not reasonable in any respect, such
court shall have the right, power and authority to excise or modify such
provision or provisions of this covenant as to the court shall appear not
reasonable and to enforce the remainder of the covenant as so amended.  Executive agrees that any breach of the
covenants contained in Section 8 would irreparably injure the Company.  Accordingly, Executive agrees the Company’s
remedies at law for a breach or threatened breach of any of the provisions of
Section 8 would be inadequate and, in recognition of this fact, Executive
agrees that, in the event of such a breach or threatened breach, the Company
may, without posting any bond, in addition to pursuing any other remedies it
may have in law or in equity, cease making any payments otherwise required by
this Agreement and obtain equitable relief in the form of specific performance,
temporary restraining order, temporary or permanent injunction or any other
equitable remedy which may then be available against Executive from any court
having jurisdiction over the matter, restraining any further violation of this
Agreement by Executive.


 


10.  Miscellaneous.


 


a.  Governing
Law.  This Agreement shall be governed
by and construed in accordance with the laws of the State of California,
without regard to conflicts of laws principles thereof.


 


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b.  Entire
Agreement/Amendments.  This Agreement
contains the entire understanding of the parties with respect to the employment
of Executive by the Company.  There are
no restrictions, agreements, promises, warranties, covenants or undertakings
between the parties with respect to the subject matter herein other than those
expressly set forth herein.  This
Agreement may not be altered, modified, or amended except by written instrument
signed by the parties hereto.  This
Agreement supersedes all prior agreements and understandings (including verbal
agreements) between Executive and the Company and/or its affiliates regarding
the terms and conditions of Executive’s employment with the Company and/or its
affiliates (collectively, the “Prior Agreements”).


 


c.  No Waiver.  The failure of a party to insist upon strict
adherence to any term of this Agreement on any occasion shall not be considered
a waiver of such party’s rights or deprive such party of the right thereafter
to insist upon strict adherence to that term or any other term of this
Agreement.


 


d.  Severability.  In the event that any one or more of the
provisions of this Agreement shall be or become invalid, illegal or
unenforceable in any respect or to any degree, the validity, legality and
enforceability of the remaining provisions of this Agreement shall not be affected
thereby.


 


e.  Assignment.  This Agreement shall not be assignable by
Executive.  This Agreement may be
assigned by the Company to a company that is a successor in interest to
substantially all of the business operations of the Company.  Such assignment shall become effective when
the Company notifies the Executive of such assignment or at such later date as
may be specified in such notice.  Upon
such assignment, the rights and obligations of the Company hereunder shall
become the rights and obligations of such successor company, provided that any
assignee expressly assumes the obligations, rights and privileges of this
Agreement.


 


f.  Successors;
Binding Agreement.  This Agreement
shall inure to the benefit of and be binding upon personal or legal representatives,
executors, administrators, successors, heirs, distributes, devises and
legatees.


 


g.  Notice.  For the purpose of this Agreement, notices
and all other communications provided for in the Agreement shall be in writing
and shall be deemed to have been duly given when delivered or mailed by United
States registered mail, return receipt requested, postage prepaid, addressed to
the respective addresses set forth below Agreement, or to such other address as
either party may have furnished to the other in writing in accordance herewith,
except that notice of change of address shall be effective only upon receipt.


 


If to the Company:


 


Proxim Corporation


935 Stewart Drive


Sunnyvale, California 
94085


Attention:  Vice
President, Human Resources


 


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If to Executive:


 


To the most recent address of Executive set forth in
the personnel records of the Company.


 


h.  Withholding
Taxes.  The Company may withhold from
any amounts payable under this Agreement such Federal, state and local taxes as
may be required to be withheld pursuant to any applicable law or regulation.


 


i.  Counterparts.  This Agreement may be signed in counterparts,
each of which shall be an original, with the same effect as if the signatures
thereto and hereto were upon the same instrument.


 


[Signatures on next page]


 


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IN WITNESS WHEREOF, the parties hereto have duly
executed this Agreement as of the day and year first above written.


 


 


	
   

  	
  PROXIM CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard J. Tallman

  
	
   

  	
  Name: Richard J. Tallman

  
	
   

  	
  Title: SVP & General Counsel

  
	
   

  	
   

  
	
   

  	
  EXECUTIVE:

  
	
   

  	
   

  
	
   

  	
  /s/ Gordana Pance

  
	
   

  	
  Gordana Pance

  
	
   

  	
   

  
	
   

  	
  20405 Williams Ave.

  
	
   

  	
   

  
	
   

  	
  Saratoga, CA 95070

  
	
   

  	
  Address of Executive

  



 


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