ex10-1.htm


    
      Exhibit
        10.1


      EMPLOYMENT
        AGREEMENT

      


      


      This
        EMPLOYMENT AGREEMENT (“Agreement”) by and between Proxim Wireless Corporation, a
        Delaware corporation (the “Company”), and Pankaj Manglik (the “Executive”), is
        dated and entered into as of January 16, 2008 (the “Signing Date”) but is
        effective (except as otherwise specifically noted) as of the Effective Date
        defined below in Section 4 hereof.

      


      


      RECITALS

      


      WHEREAS:
        The Company is duly
        incorporated and organized under the laws of the State Delaware and is
        authorized to engage in any lawful business;

      


      WHEREAS:
        The Company desires
        to continue the Executive’s employment and to have him render full-time services
        for it and to prevent the services of Executive from being used by its
        competitors; and

      


      WHEREAS:
        The Executive is
        willing to continue rendering his full-time services for the Company in
        accordance with and subject to the terms and conditions of this
        Agreement,

      


      ACCORDINGLY,
        the parties
        hereby agree as follows:

      


      


      AGREEMENT

      


      
        	
                1.

              	
                Position.  The
                  Company will continue to employ Executive and Executive will continue
                  to
                  accept employment by the Company as President and Chief Executive
                  Officer
                  of the Company under the terms of this Agreement.  Executive
                  shall continue to be a member of the Board of Directors of the
                  Company
                  (the “Board”) for his current term.  Thereafter, Board
                  membership is addressed by Section 7.5(b) below.
                  

              


      

      


      
        	
                2.

              	
                Devotion
                  of Time and
                  Energies.  Executive will devote substantially all of his
                  business time and attention to the performance of services to the
                  Company
                  under this Agreement; provided,
                  however, that Executive may, (a) upon receipt of prior permission
                  from the Board, which will not be unreasonably withheld (or unreasonably
                  revoked once it is initially given), devote reasonable periods
                  of time to
                  serving on boards as a director of other corporations or to miscellaneous
                  management and technical advisory services for other non-competitive
                  companies, (b) engage in charitable or community service
                  activities,  and, (c) manage his own personal affairs and
                  investments, in each case as long as none of the foregoing additional
                  activities materially interferes with Executive’s duties under this
                  Agreement. 

              


      

      


      
        	
                3.

              	
                Duties
                  and
                  Authority.  As President and Chief Executive Officer,
                  Executive shall have responsibility for overall management and
                  administration of the Company including, without limitation, financial
                  performance, strategic direction, promotional and technical services,
                  and
                  such other tasks in connection with the affairs and overall operation
                  of
                  the Company as are customary for a chief executive officer of a
                  public
                  company in the wireless communications and equipment
                  business.  Subject to the provisions of this Section 3,
                  Executive agrees to act in accordance with the Company’s business plan, as
                  it may be amended from time to time by the Board.  Executive
                  shall 

              


      


      
        
           

        

        
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      report
        solely and directly to the Board.  All other employees of the Company
        or any of its’ controlled subsidiaries shall report solely and directly to
        Executive or his designee(s).

      


      
        	
                4.

              	
                Effective
                  Date and
                  Term.  This Agreement shall be effective as of January
                  14, 2008 (the “Effective Date”).  As of the Effective Date, this
                  Agreement replaces and supersedes, in its entirety, the Employment
                  Agreement, dated May 19, 2006, between Executive and the
                  Company.  The term of Executive’s employment pursuant to this
                  Agreement will begin on the Effective Date and will continue for
                  a period
                  of five (5) years after that date (the “Term”), unless otherwise sooner
                  terminated.  Thereafter this Agreement may be renewed for
                  additional periods, provided that the Company gives the Executive
                  at least
                  ninety (90) days notice prior to the expiration of the Term, of
                  its intent
                  to renew this Agreement or negotiate a new agreement.
                  

              


      

      


      
        	
                5.

              	
                Salary
                  and Other
                  Compensation.

              


      

      


      
        	
                 

              	
                5.1.

              	
                Base
                  Salary.  For services rendered by Executive under this
                  Agreement, Executive will be paid an annual salary equal to three
                  hundred
                  forty-six thousand five hundred dollars ($346,500), starting from
                  the
                  Signing Date of this Agreement (the “Initial Base Salary”), and payable in
                  accordance with the Company’s normal payroll practices.  Such
                  Initial Base Salary will be reviewed at least once annually and
                  will be
                  subject to increase, but not decrease, in accordance with such
                  review,
                  except in the event that all of the Company’s officers and senior managers
                  receive a similar and proportionate reduction in salary.  The
                  Initial Base Salary, as may be modified from time to time during
                  the Term
                  of this Agreement, is hereinafter referred to as the “Base Salary.”
                  

              


      

      


      
        	
                 

              	
                5.2.

              	
                Annual
                  Bonus.  Executive will be granted cash bonus payouts each
                  year based on the percentages of actual attainment of performance
                  targets
                  approved by the Board of Directors prior to the commencement of
                  each
                  year.  At target performance levels, the Executive shall be
                  granted a cash bonus equal to 100% of his actual Base Salary during
                  the
                  previous year.  Executive may be awarded all, some, more than,
                  or none of this potential cash bonus based on the Board’s assessment of
                  the Executive’s actual performance as measured against the previously
                  approved performance targets, and relative weighting of the performance
                  targets.  Performance targets for each year shall establish the
                  minimal level of bonus to be paid to Executive based on the performance
                  level achieved.  The Board may determine to provide the
                  Executive with additional annual bonuses based on other considerations
                  but
                  has no obligation to do so.  Any annual bonus shall be paid
                  within 70 days after the end of the year.


              


      

      


      
        	
                 

              	
                5.3.

              	
                Stock
                  Option
                  Bonus: 

              


      

      
        	
                 

              	
                (a)

              	
                On
                  the Signing Date of this Agreement, the Executive shall be granted
                  options
                  to purchase two hundred and fifty thousand (250,000) shares of
                  the
                  Company’s common stock.  If the Company does not have at least
                  250,000 options available for grant on the Signing Date, the Company
                  shall
                  grant these options promptly after it does have at least 250,000
                  options
                  available for grant.  All options shall be Non-Qualified Stock
                  Options with an exercise price equal to the closing stock price
                  on the
                  date of the grant. 

              


      

      
        	
                 

              	
                (b)

              	
                The
                  actual grant and the specific terms of the grant will be set forth
                  in a
                  specific stock option agreement, which terms at a minimum, shall
                  establish
                  the vesting schedule for these options to be: forty percent (40%)
                  at time
                  of grant, and an additional twenty percent (20%) on each of the
                  next three
                  (3) annual anniversaries of the Effective Date. Company may grant
                  additional stock options to Executive as determined by the Board.
                  

              


      


      
        
           

        

        
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                5.4.

              	
                Spot
                  Awards.  Executive has the opportunity to receive certain
                  bonus payments at any time during the Term of the Agreement, in
                  addition
                  to those set forth hereinabove at the sole discretion of the Board,
                  in the
                  event that agreed upon milestones are significantly exceeded as
                  a result
                  of the execution of one or more material and strategic initiatives
                  that
                  clearly result in a significant increase in shareholder value,
                  and further
                  that such strategic initiatives are directly attributable to the
                  Executive’s leadership and personal efforts.  For example, but
                  not limited to certain: acquisitions, mergers, business combinations,
                  joint ventures, etc. 

              


      

      


      
        	
                 

              	
                5.5.

              	
                Other
                  Compensation.

              


      

      


      
        	
                 

              	
                (a)

              	
                Subject
                  to the provisions of Subsection 5.3(c) above, Executive shall be
                  entitled
                  to participate on the same basis as other executives of the Company
                  in any
                  incentive or supplemental compensation plan maintained or made
                  available
                  by the Company for any of its senior executives.
                  

              


      

      
        	
                 

              	
                (b)

              	
                Not
                  withstanding the provisions of Subsection 5.3(c) above, when events
                  or
                  transactions result in the formation of subsidiaries or the acquisition
                  of
                  controlled entities, whereby shares or options to buy shares of
                  such
                  subsidiary or controlled entity are granted to employees of the
                  Company or
                  its subsidiary or controlled entity, the Executive shall be granted
                  no
                  less than an equal amount of shares or options in any subsidiary
                  or
                  controlled entity of the Company, as may be granted to the largest
                  grantee
                  of such subsidiary or controlled entity, with no less favorable
                  terms.
                  

              


      

      
        	
                 

              	
                (c)

              	
                In
                  addition, Executive may receive further compensation from the Company
                  in
                  such form and to such extent as the Board and/or its compensation
                  committee may in its discretion determine from time to time.
                  

              


      

      


      
        	
                 

              	
                5.6.

              	
                Expenses.  Executive
                  shall be entitled to reimbursement of all reasonable travel,
                  entertainment, and other out-of-pocket business expenses incurred
                  by
                  Executive in the course of his duties and in accordance with any
                  policies
                  adopted from time to time by the Board, upon submission of reasonable
                  documentation therefore. 

              


      

      


      
        	
                 

              	
                5.7.

              	
                Benefits.  During
                  the Term of the Agreement, but subject Subsection 5.3(c) above,
                  Executive
                  shall be entitled to participate in, and receive the benefits of
                  any and
                  all of the Company’s benefit plans such as but not limited to: life and
                  disability insurance, pension or other retirement benefit plan,
                  the 401(k)
                  plan, profit sharing, stock option, employee stock ownership, or
                  other
                  plans, benefits and privileges given to employees and executives
                  of the
                  Company, to the extent commensurate with his then duties and
                  responsibilities.  Further, the Company shall directly pay the
                  full premium cost for the following benefits, or make payment to
                  the
                  Executive of the economic equivalent of the premium cost for the
                  following
                  benefits in the event that any one or more of the following benefit
                  plan(s) are not continued by the Company, or the Executive’s continued
                  participation in such benefit plan(s) is not possible:
                  

              


      

      
        	
                 

              	
                (a)

              	
                to
                  the extent not otherwise covered under another plan, insurance
                  premiums
                  for Executive and his eligible dependents under the Company’s existing or
                  equivalent medical insurance plan; and


              


      

      
        	
                 

              	
                (b)

              	
                life
                  insurance providing a death benefit of at least two times (2X)
                  the
                  Executive’s Base Salary; 

              


      

      
        	
                 

              	
                (c)

              	
                disability
                  benefits, in accordance with the Company’s then standard disability
                  insurance coverage; 

              


      

      
        	
                 

              	
                (d)

              	
                accidental
                  death and dismemberment insurance providing a benefit of up to
                  two times
                  the Executive’s then current Base Salary; and


              


      


      
        
           

        

        
          -3-

          
            

          

        

        
           

        

      


      
        	
                 

              	
                (e)

              	
                five
                  (5) weeks paid vacation each year, subject to the terms of the
                  Company’s
                  existing vacation policy. 

              


      

      


      
        	
                6

              	
                Termination.  Employment
                  of Executive pursuant to this Agreement may be terminated as follows,
                  but
                  in any case the provisions of noncompetition, nondisclosure and
                  assignment
                  of Intellectual Property set forth in Sections 9, 10 and 11 of
                  this
                  Agreement will survive the termination of Executive’s employment:
                  

              


      

      


      
        	
                 

              	
                6.1.

              	
                By
                  Company.  The Company may terminate the employment of
                  Executive, with or without Good Cause at any time during the term
                  of
                  employment upon giving Notice of Termination.


              


      

      


      
        	
                 

              	
                6.2.

              	
                By
                  Executive.  Executive may terminate his employment with
                  or without Good Reason at any time during the term of employment
                  upon
                  giving Notice of Termination. 

              


      

      


      
        	
                 

              	
                6.3.

              	
                Automatic
                  Termination.  Executive’s employment will terminate upon
                  his death or Total Disability.  The term “Total Disability” as
                  used in this Agreement will mean an inability to perform the duties
                  set
                  forth for Executive under this Agreement because of illness or
                  physical or
                  mental disability (as determined by a medical doctor chosen by
                  the Company
                  and reasonably satisfactory to Executive) for a period of one-hundred
                  twenty (120) consecutive calendar days, unless Executive is granted
                  a
                  leave of absence by the Company’s Board of
                  Directors.  Termination under this Agreement will be deemed to
                  be effective immediately upon Executive’s death or upon Executive’s Total
                  Disability. 

              


      

      


      
        	
                 

              	
                6.4.

              	
                Notice.  The
                  term “Notice of Termination” as used in this Agreement will mean at least
                  thirty (30) days’ written notice of termination of Executive’s employment,
                  during which period Executive’s employment and performance of services
                  will continue; provided,
                  however, that the Company may, at its own election but without
                  reducing Executive’s compensation during such period, excuse Executive
                  from any or all of his duties during such period.  The effective
                  date of the termination of Executive’s employment hereunder will be the
                  date on which such 30-day notice period expires.
                  

              


      

      


      
        	
                 

              	
                6.5

              	
                Resignations
                  upon
                  Termination of Employment.  Effective immediately upon
                  the termination of his employment for any reason whatsoever, Executive
                  shall resign from the Board and from any and all board, officer,
                  and other
                  positions he may hold with any subsidiaries and affiliated entities
                  of the
                  Company.  Executive shall deliver written resignations, in form
                  and substance acceptable to the Company, to the Company upon
                  request.  Notwithstanding the foregoing obligation to deliver
                  resignations, Executive specifically agrees that this Section 6.5
                  alone
                  shall constitute his resignation from the Board and from any and
                  all
                  board, officer, and other positions he may hold with any subsidiaries
                  and
                  affiliated entities of the Company effective immediately upon the
                  termination of his employment for any reason whatsoever.
                  

              


      

      


      
        	
                7

              	
                Termination
                  Payments.  If Executive’s employment hereunder
                  terminates, all compensation and benefits set forth in this Agreement
                  will
                  terminate except as specifically provided in this Section 7 (the
                  “Termination Payments”). 

              


      

      


      
        	
                 

              	
                7.1.

              	
                Termination
                  due to
                  Death or Total Disability.  If Executive’s employment is
                  terminated due to his death or Total Disability, Executive (or his estate)
                  shall
                  be entitled to: 

              


      


      
        
           

        

        
          -4-

          
            

          

        

        
           

        

      


      
        	
                 

              	
                (a)

              	
                any
                  unpaid salary and other benefits which have accrued for services
                  already
                  performed as of the date the termination of Executive’s employment becomes
                  effective and, in the event of Total Disability, benefits in accordance
                  with the Company’s disability plan;


              


      

      


      
        	
                 

              	
                (b)

              	
                pro-rata
                  annual bonus for the year of termination based on the target bonus
                  (based
                  on number of days employed divided by 365);


              


      

      


      
        	
                 

              	
                (c)

              	
                in
                  the case of Total Disability, the continuation of the benefits
                  described
                  in Subsections 5.7(a), (b), (c), and (d) above for a period of
                  twelve (12)
                  months, or a lump sum payment to Executive of the economic equivalent
                  to
                  the extent plans do not permit his continued participation, provided
                  that
                  such benefits shall cease to the extent Executive becomes covered
                  under
                  the plans of a new employer (in which case, Executive shall return
                  to the
                  Company a pro rata portion of any lump sum payment made by the
                  Company in
                  lieu of continuing the benefits). 

              


      

      


      
        	
                 

              	
                7
                  .2

              	
                Termination
                  by Company
                  without Good Cause.  If the Company terminates
                  Executive’s employment without Good Cause prior to the end of the Term of
                  this Agreement, Executive will be entitled to receive:
                  

              


      

      


      
        	
                 

              	
                (a)

              	
                any
                  unpaid Base Salary and other benefits which have accrued for services
                  already performed as of the effective date of Executive’s termination;
                  

              


      

      


      
        	
                 

              	
                (b)

              	
                the
                  greater of a pro-rata annual target bonus for that portion of the
                  year of
                  termination actually worked prior to termination or an amount equal
                  to six
                  (6) months pro-rata performance at target levels, which ever is
                  greater,
                  payable in a lump sum within five (5) business days of termination:
                  

              


      

      


      
        	
                 

              	
                (c)

              	
                twelve
                  (12) months of salary at the then current Base Salary rate, payable
                  in a
                  lump sum within five (5) business days of termination:
                  

              


      

      


      
        	
                 

              	
                (d)

              	
                all
                  amounts, entitlements or benefits in which Executive is already
                  vested
                  including, without limitation, all options, which shall remain
                  exercisable
                  for twelve months (12) from the date of termination. Additionally,
                  all
                  outstanding stock options in which Executive is not yet vested
                  shall
                  become fully vested and shall remain exercisable for one year from
                  the
                  date of termination. 

              


      

      


      
        	
                 

              	
                (e)

              	
                the
                  continuation of the benefits described in Subsections 5.7(a), (b),
                  (c),
                  and (d) above for a period of twelve (12) months, or a lump sum
                  payment to
                  Executive of the economic equivalent to the extent plans do not
                  permit his
                  continued participation, provided that such benefit shall cease
                  to the
                  extent Executive becomes covered under similar plans of a new employer
                  (in
                  which case, Executive shall return to the Company a pro rata portion
                  of
                  any lump sum payment made by the Company in lieu of continuing
                  the
                  benefits). 

              


      

      


      
        	
                 

              	
                7
                  .3

              	
                Good
                  Cause.  For purposes of this Agreement, “Good Cause”
                  shall mean and be limited to the following: willful fraudulent
                  conduct
                  intended to enrich the Executive at the expense of the Company,
                  embezzlement or willful misappropriation for his own benefit of
                  any
                  proprietary information of the Company, the conviction in any jurisdiction
                  for any crime which constitutes a felony, or which constitutes
                  a
                  misdemeanor that involves fraud or moral turpitude, or the Executive’s
                  failure to cooperate with the lawful investigations of regulatory
                  or
                  governmental agencies.  Additionally, the Executive’s material
                  and persistent breach of the provisions of this


              


      


      
        
           

        

        
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      Agreement
        and gross misconduct in, or neglect of, the performance of his duties and
        responsibilities hereunder, which causes material economic harm to the Company,
        or the Executive’s chronic, repeated willful failure to carry out the
        reasonable, lawful, specific written directions of the Board, which directions
        are consistent with the provisions of this Agreement, shall be considered
        Good
        Cause for termination, unless the Executive believed and can demonstrate,
        that
        in good faith such action or non action was in, or not opposed to, the best
        interests of the Company.

      


      
        	
                 

              	
                7
                  .4

              	
                Termination
                  by the
                  Company for Good Cause.  If Executive is terminated by
                  the Company for Good Cause, Executive will only be entitled to
                  any unpaid
                  Base Salary and other benefits that have accrued for services already
                  performed as of the date the termination of Executive’s employment becomes
                  effective. 

              


      

      


      A
        termination for Good Cause shall not take effect unless the provisions of
        this
        paragraph are complied with.  The Executive shall be given written
        notice by the Board of the intention to terminate him for Good Cause, stating
        the grounds on which the proposed termination for Good Cause is
        based.  The Executive shall be given an opportunity to cure such
        conduct within a thirty (30) calendar day period (to the extent such cure
        is
        possible).  If he fails to cure such conduct, the Executive shall then
        be entitled to a hearing before the Board, and, thereafter, upon a determination
        by affirmative vote of a majority of the members of Board (excluding Executive)
        that Good Cause exists, he shall be terminated.

      


      
        	
                 

              	
                7.5

              	
                Good
                  Reason.  For purposes of this Agreement, “Good Reason”
                  shall mean and be limited to any material reduction or adverse
                  change in
                  Executive’s position, which shall mean and refer to:
                  

              


      

      


      
        	
                 

              	
                (a)

              	
                any
                  reduction or downgrade, in Executive’s title, duties, responsibilities or
                  authority as provided in Sections 1 and 3, or the assignment to
                  the
                  Executive of duties, responsibilities or authority inconsistent
                  therewith,
                  provided that hiring a President(s), COO(s) and/or any other senior
                  executive officer(s) of the Company shall not constitute “Good Reason” for
                  purposes of this provision, so long as the duties, responsibilities
                  and
                  authority of the President(s), COO(s) and/or other senior executive
                  officer(s) are approved by the Executive and such position, or
                  positions,
                  answer to Executive; 

              


      

      


      
        	
                 

              	
                (b)

              	
                a
                  failure to nominate Executive to the Board as part of the Board’s slate of
                  nominees; 

              


      

      


      
        	
                 

              	
                (c)

              	
                any
                  proposed reduction in Base Salary (except to the extent permitted
                  by
                  Section 5.1); 

              


      

      


      
        	
                 

              	
                (d)

              	
                any
                  change in or failure to continue any stock compensation plan or
                  other
                  employee benefit plan, including, but not limited to, pension,
                  life
                  insurance, medical, health, accident or disability plans, which
                  would
                  directly or indirectly materially reduce any such benefits to Executive
                  (except to the extent permitted by Section 5.1);
                  

              


      

      


      
        	
                 

              	
                (e)

              	
                relocation
                  of Executive’s own office location, as assigned to him by the Company,
                  other than a relocation at Executive’s initiative, to a new location more
                  than fifty (50) miles from the Executive’s current place of residence;
                  

              


      

      


      
        	
                 

              	
                (f)

              	
                a
                  material breach by the Company of the provisions of this Agreement;
                  

              


      


      
        
           

        

        
          -6-

          
            

          

        

        
           

        

      


      
        	
                 

              	
                (g)

              	
                the
                  failure of the Company to obtain the assumption in writing of its
                  obligation to perform this Agreement by any successor to all or
                  substantially all of the assets of the Company within 30 calendar
                  days
                  after a merger, consolidation, sale or similar transaction;
                  

              


      

      


      
        	
                 

              	
                (h)

              	
                the
                  failure of the Company to offer the Executive the position of Chief
                  Executive Officer of the surviving entity or, the failure to nominate
                  the
                  Executive to the Board of the surviving entity, in the event of
                  a Change
                  of Control. 

              


      

      


      Following
        written notice from Executive of any of the events described above, the Company
        shall have thirty (30) calendar days in which to cure.  If the Company
        fails to cure, Executive’s termination shall become effective on the 31st
        calendar day following the written notice.

      
        	 	 	 
	
                 

              	
                7
                  .6

              	
                Termination
                  by
                  Executive with Good Reason.  If Executive terminates his
                  employment hereunder with Good Reason prior to the end of the Term
                  of this
                  Agreement, Executive will be entitled to receive the same payments,
                  benefits and rights as described under Subsection 7.2 above.
                  

              
	 	 	 


      

      
        	
                 

              	
                7.7

              	
                Termination
                  by
                  Executive without Good Reason.  If Executive terminates
                  his employment without Good Reason, Executive will be entitled
                  to the same
                  payments, benefits and rights as described under Subsection 7.4
                  above.
                  

              


      

      


      
        	
                 

              	
                7
                  .8

              	
                Change
                  in
                  Control.  “Change in Control” shall mean the occurrence
                  of any one of the following events:


              


      

      


      (a)           
        any “person,” as such term is used in Sections 3(a)(9) and 13(d) of the
        Securities Exchange Act of 1934, becomes a “beneficial owner,” but excluding a
        person who owns more than 10% of the outstanding shares of the Company as
        of the
        date of this Agreement, as such term is used in Rule 13D-3 promulgated under
        that act, of 50% or more of the Voting Stock of the Company;

      


      (b)           
        the Company adopts any plan of liquidation providing for the distribution
        of all
        or substantially all of its assets;

      


      (c)           
        all or substantially all of the assets or business of the Company is disposed
        of
        pursuant to a merger, consolidation or other transaction (unless the
        shareholders of the Company immediately prior to such merger, consolidation
        or
        other transaction beneficially own, directly or indirectly, in substantially
        the
        same proportion as they owned of the Voting Stock of the Company, all of
        the
        Voting Stock or other ownership interests of the entity or entities, if any,
        that succeed to the business of the Company); or

      


      (d)           
        the Company combines with another Company and is the surviving corporation
        but,
        immediately after the combination, the shareholders of the Company immediately
        prior to the combination hold, directly or indirectly, 50% or less of the
        Voting
        Stock of the combined company.

      


      It
        is
        clearly understood, however, that no Change in Control will be considered
        to
        have occurred solely as a result of a subsequent public offering of Company
        shares without satisfaction of at least one of the criteria set forth in
        Subsections (a) through (d) above.


      
        
           

        

        
          -7-

          
            

          

        

        
           

        

      


      For
        purposes of the Change in Control definition, “the Company” shall include any
        entity that succeeds to all or substantially all of the business of the Company,
        “Affiliate” of a person or other entity shall mean a person or other entity that
        directly or indirectly controls, is controlled by, or is under common control
        with the person or other entity specified and “Voting Stock” shall mean capital
        stock of any class or classes having general voting power under ordinary
        circumstances, in the absence of contingencies, to elect the directors of
        a
        corporation.

      


      
        	
                 

              	
                7.9

              	
                Consequences
                  of a
                  Change in Control. Upon Executive’s termination of employment
                  pursuant to Section 7.2 or 7.6 within a six (6) month period following
                  or
                  at any time within the three (3) month period prior to a Change
                  in
                  Control, Executive shall be entitled to the benefits provided in
                  Section
                  7.2 above, except that (a) the amount payable pursuant to Section
                  7.2(c)
                  shall be twenty one (21) months of the Executive’s Base Salary and (b) the
                  amount payable pursuant to section 7.2(b) shall be pro rata annual
                  target
                  bonus for a twenty one (21) month period at target performance
                  levels.
                  Additionally, all amounts, entitlements or benefits in which Executive
                  is
                  not yet vested shall become fully vested including, without limitation,
                  all outstanding options, which shall remain exercisable for one
                  year from
                  the date of termination. 

              


      

      


      
        	
                 

              	
                7.10

              	
                No
                  Mitigation: No
                  Offset.  In the event of any termination of employment
                  under this Section 7.10, the Executive shall be under no obligation
                  to
                  seek other employment and there shall be no offset against amounts
                  due the
                  Executive under this Agreement on account of any claims asserted
                  by the
                  Company or any remuneration attributable to any subsequent employment
                  that
                  he may obtain. 

              


      

      


      
        	
                 

              	
                7.11

              	
                Other
                  Severance
                  Provisions.  Notwithstanding any other provision of this
                  Agreement: 

              


      

      


      (a)           
        All payments made to Executive shall be subject to and reduced by all required
        tax withholdings.

      


      (b)           
        As a condition precedent to the Company’s obligations to make any payments or
        provide any benefits pursuant to Sections 7.2, 7.6 or 7.9 above, the Executive
        must execute and deliver to the Company a release (in a form and substance
        acceptable to the Company) as to any and all claims Executive may have against
        the Company (which release, however, need not release any claims relating
        to
        indemnification, contribution, or insurance coverage), which release will
        include, without limitation, the resignation(s) as contemplated by Section
        6.5
        above either in the body of the release or as separate documents as requested
        by
        the Company.

      


      
        	
                8

              	
                Insurance.
The
                  Company agrees to continue and maintain a directors’ and officers’
                  liability insurance policy covering Executive in an aggregate amount
                  of no
                  less than $5,000,000. 

              


      

      


      
        	
                9.

              	
                Restrictive
                  Covenants.

              


      

      


      
        	
                 

              	
                9.1

              	
                During
                  Emp1oyment.  During the term of this Agreement, Executive
                  agrees that he will not directly or indirectly render any services
                  of a
                  commercial or professional nature to any person or organization
                  other than
                  the Company (except as is necessary or appropriate in carrying
                  out his
                  duties hereunder) whether for compensation or otherwise and except
                  as
                  otherwise provided in Section 2 of this Agreement.
                  

              


      

      


      
        	
                 

              	
                9.2

              	
                Noncompetition.  Executive
                  agrees that he will not, other than in the course of performing
                  his duties
                  hereunder, and provided that the Company is in material compliance
                  with
                  all applicable terms of Sections 7.1, 7.2, 7.4, 7.6, or 7.9 above
                  as the
                  case may be, at any time during the


              


      


      
        
           

        

        
          -8-

          
            

          

        

        
           

        

      


      Restricted
        Period set forth in Subsection 9.6 below and in the “Territory,” either directly
        or indirectly, by or for himself or for any other person, partnership,
        corporation, trust, or company, “Participate” (as defined below) in any business
        or enterprise involved in a product, process or service similar to those
        developed, produced or provided by the Company (or any Affiliate as defined
        in
        section 7.8 above) or otherwise competitive with the Company’s Business (as
        defined below); provided, however,
        that this restriction shall not apply if Executive has disclosed to the Company
        in writing all known facts relating to such work or activity and has received
        prior written consent of the Board of the Company to engage in such work
        or
        activity.  The term “Territory” shall mean the world.  For
        purposes of this Agreement, the term “Participate” includes, without limitation,
        any direct or indirect participation or interest in any business, whether
        as an
        officer, director, employee, partner, sole proprietor, stockholder, owner,
        advisor, consultant, or otherwise, other than by ownership of less than three
        percent (3%) of the stock of a publicly held corporation whose stock is traded
        on a national securities exchange or in the over the-counter market or ownership
        of less than 10% of the stock of a privately funded corporation. If Executive
        believes the Company is not in compliance with its obligations under Section
        7.1, 7.2, 7.4, 7.6, 7.7 or 7.9 above, as the case may be, Executive shall
        deliver written notice to the Company describing the
        noncompliance.  The Company shall have ten (10) business days after
        receipt of such notice in which to cure.  If the Company fails to
        cure, Executive shall be released from the obligations under this Section
        9.2
        effective on the 11th business day following delivery of the written notice.
        Executive shall also be released from the obligations under this Section
        9.2
        immediately if terminated under the provisions of Section 7.2 and Section
        7.6.

      


      
        	
                 

              	
                9.3

              	
                Noninterference.  Provided
                  that that Company is in material compliance with all applicable
                  terms of
                  Sections 7.1, 7.2, 7.4, 7.6, or 7.9 above as the case may be, during
                  any
                  portion of the Restricted Period, other than in the course of performing
                  his duties hereunder, Executive will not (a) induce or attempt
                  to induce
                  any other employee of the Company to leave the employ of the Company
                  or in
                  any way interfere with the relationship between the Company and
                  any other
                  employee of the Company, nor will he assist others in doing so
                  or (b)
                  induce or attempt to induce any customer, supplier, licensee, or
                  other
                  business relation of the Company to cease doing business with the
                  Company,
                  nor will he assist others in doing so.  If Executive believes
                  the Company is not in compliance with its obligations under Section
                  7.1,
                  7.2, 7.4, 7.6, 7.7 or 7.9 above, as the case may be, Executive
                  shall
                  deliver written notice to the Company describing the
                  noncompliance.  The Company shall have ten (10) business days
                  after receipt of such notice in which to cure.  If the Company
                  fails to cure, Executive shall be released from the obligations
                  under this
                  Section 9.3 effective on the 11th business day following delivery
                  of the
                  written notice. 

              


      

      


      
        	
                 

              	
                9.4

              	
                Business
                  Opportunity.  Executive shall, during the term of his
                  employment with the Company, promptly and fully disclose to the
                  Company
                  any business opportunity coming to Executive’s attention, or conceived or
                  developed in whole or in part by Executive, which to the best of
                  Executive’s knowledge (a) relates to the then current Company Business (as
                  set forth in Section 10.3, below) or (b) is related to the Company’s
                  demonstrably anticipated business.  Executive shall not at any
                  time exploit such business opportunities for his own gain or that
                  of any
                  person or entity other than the Company or an affiliate or subsidiary
                  of
                  the Company. 

              


      

      


      
        	
                 

              	
                9.5

              	
                Covenants
                  Reasonable.  The Executive acknowledges and agrees that
                  the covenants in this Section 9 are reasonable in relation to the
                  position
                  Executive has been afforded with the Company and are a material
                  inducement
                  for the Company to enter into the Agreement.   However,
                  should any court find that any provision of such covenants is
                  unreasonable, whether 

              


      


      
        
           

        

        
          -9-

          
            

          

        

        
           

        

      


      in
        period
        of time, geographical area, scope of activity, or otherwise, then in that
        event
        the parties agree that such covenants shall be interpreted and enforced to
        the
        maximum extent which the court deems reasonable.

      


      
        	
                 

              	
                9.6

              	
                Term
                  of
                  Noncompetition.  The term of the covenants set forth in
                  Subsections 9.2 and 9.3 (the “‘Restricted Period”) shall begin upon the
                  execution of this Agreement by the Executive and continue for a
                  period of
                  one (1) year from the date on which Executive’s employment is terminated
                  with the Company for any reason. 

              


      

      


      
        	
                10.

              	
                Nondisclosure.

              


      

      


      
        	
                 

              	
                10.1

              	
                Executive
                  acknowledges that the Company’s business and future success depends on the
                  preservation of the trade secrets and other confidential information
                  of
                  the Company and its suppliers and customers (the “Secrets”). The Secrets
                  may include, without limitation, existing and to-be-developed or
                  acquired
                  source codes, flow charts, product designs, new product plans or
                  ideas,
                  technologies, market surveys, the identities of past, present,
                  or
                  potential customers, vendors or investors, business and financial
                  information, pricing methods or data, contract information, marketing
                  plans, personnel information, procedural and technical manuals
                  and
                  practices, servicing routines, and parts and supplier lists proprietary
                  to
                  the Company or its customers or suppliers, and any other sorts
                  of items or
                  information of the Company or its customers or suppliers which
                  are not
                  generally known to the public at large.  Executive agrees to
                  protect and to preserve as confidential during and after the term
                  of his
                  employment all of the Secrets at any time known to Executive or
                  in his
                  possession or control (whether wholly or partially developed by
                  Executive
                  or provided to Executive, and whether embodied in a tangible medium
                  or
                  merely remembered). 

              


      

      


      
        	
                 

              	
                10.2

              	
                Executive
                  shall not knowingly use or allow any other person to use any of
                  the
                  Secrets in any way except (a) in the course of performing his duties
                  hereunder, (b) to the extent Secrets become known in the industry
                  or by
                  the public (other than through a breach of the Agreement by Executive)
                  or
                  (c) to the extent required by a statute, by a court of law, by
                  any
                  governmental agency having supervisory authority over the business
                  of the
                  Company or by any administrative or legislative body (including
                  a
                  committee thereof) with apparent jurisdiction to order him to divulge,
                  disclose or make accessible such information. All material containing
                  or
                  disclosing any portion of the Secrets shall be, and remain the
                  property
                  of, the Company and shall be returned to the Company upon the termination
                  of Executive’s employment or the earlier request of another officer of the
                  Company or Chairman of the Board.  At such time, Executive shall
                  also assemble all tangible items of work in progress, notes, plans,
                  and
                  other materials related in any way to the Company’s Business except
                  personal diaries, rolodexes or similar records of a personal nature,
                  and
                  will promptly deliver such items to the Company.
                  

              


      

      


      
        	
                 

              	
                10.3

              	
                Executive’s
                  covenants in this Section shall supplement, and shall not supplant,
                  any
                  other rights or remedies the Company may have under applicable
                  law for the
                  protection of its properties and trade secrets.


              


      

      


      For
        purposes of this Agreement, the “Company Business” shall mean any of the
        following activities undertaken to support wireless transmission or reception
        techniques, products and services such as, but not limited to the development
        of
        related technologies or techniques, manufacturing, servicing, operation of
        wireless equipment and/or systems, including free space optical technology
        or
        techniques, marketing and selling voice and/or data and/or video transmission
        and/or wireless networking equipment or services, whether bi-


      
        
           

        

        
          -10-

          
            

          

        

        
           

        

      


      directional
        and/or broadcast, and other related wireless transmission/reception techniques
        and/or media. Further, in the event that the Company should expand the scope
        of
        the Company Business during the Term of this Agreement, either by acquisition
        or
        organic growth, any such new business activities or technologies shall also
        be
        added to the term “Company Business.”

      


      
        	
                11.

              	
                Intellectual
                  Properties.

              


      

      


      
        	
                 

              	
                11.1

              	
                All
                  ownership, copyright, patent, trade secrecy, and other rights in
                  all
                  works, programs, fixes, routines, inventions, ideas, designs, manuals,
                  improvements, discoveries, processes, or other properties (the
                  “Intellectual Properties”) made or conceived by Executive and relating to
                  the Company’s Business during the term of his employment by the Company
                  shall be the rights and property solely of the Company, whether
                  developed
                  independently by Executive or jointly with others, and whether
                  or not
                  developed or conceived during regular working hours or at the Company’s
                  facilities, and whether or not the Company uses, registers, or
                  markets the
                  same.  To the extent any such works may be considered “works
                  made for hire” under the Copyright Act, they are hereby agreed to be works
                  made for hire; otherwise, Executive hereby irrevocably assigns
                  and conveys
                  all such rights, title, and interests to the Company, subject to
                  no liens,
                  claims, or reserved rights. 

              


      

      


      
        	
                 

              	
                11.2

              	
                Executive
                  will assist the Company as requested during and after the term
                  of his
                  employment to further evidence and perfect, and to enforce, the
                  Company’s
                  rights in and ownership of the Intellectual Properties covered
                  hereby,
                  including without limitation, the execution of additional instruments
                  of
                  conveyance and assisting the Company with applications for patents
                  or
                  copyright or other registrations provided that Executive shall
                  be
                  reimbursed any expenses he incurs in meeting the obligations pursuant
                  to
                  this Section 11.2. 

              


      

      


      
        	
                 

              	
                11.3

              	
                Notwithstanding
                  the foregoing, the provisions of this Section 11 shall not apply
                  to or
                  assign to the Company any of Executive’s rights in any invention for which
                  no equipment, supplies, facilities, or trade secret information
                  of the
                  Company was used, and which was developed entirely on Executive’s own
                  time, unless the invention: 

              


      

      (a)           
        relates, at the time of conception or reduction to practice of the invention,
        directly to the Company’s Business or to the Company’s actual or demonstrably
        anticipated research or development; or

      (b)           
        results from any work performed by Executive for the Company.

      


      
        	
                12.

              	
                Assignment.  This
                  Agreement will be binding on and inure to the benefit of the parties
                  and
                  each of their respective affiliates, legal representatives, successors,
                  and assigns.  The Company may not assign or transfer its rights
                  under this Agreement except in the case of a transfer or sale of
                  all or
                  substantially all of the assets of the Company or its merger or
                  consolidation into another company.   In no event will
                  Executive’s obligations to perform future services for the Company or its
                  affiliates be delegable or transferable.


              


      

      


      
        	
                13.

              	
                Remedies.

              


      

      


      
        	
                 

              	
                13.1

              	
                Equitable
                  Relief.  Executive acknowledges that any violation by him
                  of Sections 9, 10 or 11 of this Agreement may cause the Company
                  injury.  The Company (acting through its Board) acknowledges
                  that any violation by the Company of this Agreement may cause Executive
                  injury.  Therefore, each party separately agrees that the
                  injured party will be entitled, in addition to any remedies it
                  may have
                  under this Agreement or at law, to injunctive and other equitable
                  relief
                  to prevent or curtail any breach of this Agreement by the other
                  party.
                  

              


      


      
        
           

        

        
          -11-

          
            

          

        

        
           

        

      


      


      
        	
                 

              	
                13.2

              	
                Severability.  The
                  provisions of this Agreement will be deemed to be
                  severable.  The invalidating of any one provision by a court of
                  competent jurisdiction will not invalidate any other
                  provision.  If a court of competent jurisdiction determines that
                  any of the restrictions contained in this Agreement is unreasonable,
                  such
                  court is free to impose and is authorized to enforce any lesser
                  restriction or restrictions determined by it to be
                  reasonable.  Inclusion in the Agreement of this Subsection 13.2
                  will not in any way be deemed to be a waiver, renunciation, or
                  denial by
                  either party of Executive’s agreement contained in Subsection 13.4 below.
                  

              


      

      


      
        	
                 

              	
                13.3

              	
                Survival
                  of
                  Remedies.  Executive agrees that his covenants and
                  agreements made in and the requirements imposed on him by Sections
                  9, 10
                  and 11 and this Section 13 will be construed as an agreement independent
                  of any of the provisions of this Agreement as set forth in the
                  respective
                  provisions.  The existence of any claim or cause of action of
                  Executive against the Company or any of its Affiliates, irrespective
                  of
                  whether predicated on the terms of this Agreement, will not constitute
                  a
                  defense to the enforcement of the covenants and agreements of Executive
                  contained in Sections 9, 10 and 11 or the requirements imposed
                  on him by
                  this Section 13. 

              


      

      


      
        	
                 

              	
                13.4

              	
                Fairness.  Executive
                  acknowledges that he has carefully read and reviewed the provisions
                  of
                  this Agreement, including the provisions contained in Sections
                  9, 10 and
                  11 and this Section 13, has been granted the opportunity to discuss
                  the
                  meaning and effect of these provisions with counsel, and agrees
                  that they
                  are fair and reasonable. 

              


      

      


      
        	
                 

              	
                13.5

              	
                Arbitration.  Any
                  controversy or claim arising out of or relating to this Agreement
                  shall be
                  settled exclusively by final and binding arbitration in accordance
                  with
                  the Commercial Arbitration Rules of the American Arbitration Association
                  (“ AAA “) then in effect, conducted by a panel of three (3) arbitrators,
                  either mutually agreed upon by the parties or selected in accordance
                  with
                  the AAA Rules, and judgment on any award rendered by the arbitrator(s)
                  may
                  be entered in any court having proper jurisdiction. This Subsection
                  13.5
                  does not limit a party’s right to seek preliminary injunctive or other
                  equitable relief as provided in Subsection 13.1 from a court or
                  an
                  arbitrator pending arbitral determination of controversies or claims
                  under
                  this Subsection 13.5.   The prevailing party shall be
                  entitled to recover legal and other related direct costs and expenses,
                  including the expense of arbitration, from the other
                  party.  Further, the Company will continue to provide the
                  Executive with benefit coverage during the arbitration proceedings
                  to the
                  extent otherwise required by this Agreement.


              


      

      


      
        	
                14.

              	
                General
                  Provisions.

              


      

      


      
        	
                 

              	
                14.1

              	
                Choice
                  of
                  Law.  The validity, interpretation, construction and
                  performance of this Agreement shall be governed by the laws of
                  the State
                  of California without regard to its principles of conflicts of
                  laws.
                  

              


      

      


      
        	
                 

              	
                14.2

              	
                Modifications.  No
                  amendment, modification, or waiver of this Agreement will be binding
                  or
                  effective for any purpose unless it is made in a writing signed
                  by the
                  party against which or whom enforcement of such amendment, modification,
                  or waiver is sought.  Any amendment, modification, or waiver by
                  the Company must be approved by a majority of the Board (excluding
                  Executive) to be valid.  The course of dealing between the
                  parties will not be deemed to affect, modify, amend, or discharge
                  any
                  provision or term of this Agreement.  A delay on the part of
                  either party in the exercise of its or his rights or remedies will
                  not
                  operate as a waiver of such rights or remedies, and a single or
                  partial
                  exercise by a party of any such


              


      


      
        
           

        

        
          -12-

          
            

          

        

        
           

        

      


      right
        or
        remedy will not preclude other or further exercises of that right or
        remedy.  A waiver of right or remedy on anyone occasion will not be
        construed as a bar to or waiver of any such right or remedy on any other
        occasion.

      


      
        	
                 

              	
                14.3

              	
                Construction.  This
                  Agreement contains the entire agreement between the parties with
                  respect
                  to its subject matter. Its language is and will be deemed to be
                  the
                  language chosen by the parties jointly to express their mutual
                  intent.  No rule of construction based on which party drafted
                  the Agreement or certain of its provisions will be applied against
                  either
                  party. 

              


      

      


      
        	
                 

              	
                14.4

              	
                Headings.  All
                  titles and headings used in this Agreement are solely for convenience
                  and
                  shall not in any way affect the interpretation of this Agreement.
                  

              


      

      


      
        	
                 

              	
                14.5

              	
                Nonwaiver.  Failure
                  of either party to insist upon or to enforce strict performance
                  of any
                  provision of this Agreement or to exercise any right, remedy or
                  provision
                  of this Agreement will not be construed as a waiver to any extent
                  of such
                  party’s rights under this Agreement, and such provision shall remain
                  in
                  full force and effect. 

              


      

      


      
        	
                 

              	
                14.6

              	
                Notice.  All
                  notice required by the terms of this Agreement will be given in
                  writing
                  and delivered personally by registered or certified mail or by
                  overnight
                  courier service (charges prepaid), addressed as follows:  If to
                  the Company, to the then-current address of its general corporate
                  offices,
                  to the attention of the Corporate Secretary; and if to Executive,
                  to his
                  residence address as last reflected on the records of the Company.
                  

              


      

      


      
        	
                 

              	
                14.7

              	
                Company
                  Representation.  The Company represents and warrants that
                  it is fully authorized and empowered to enter into this Agreement,
                  that
                  the performance of its obligations pursuant to this Agreement will
                  not
                  violate any agreement between it and any other firm or organization
                  or the
                  Certificate of Incorporation or the Bylaws of the Company and that
                  this
                  Agreement has been duly authorized and approved by the Board.
                  

              


      

      


      IN
        WITNESS WHEREOF, the
        parties have executed and entered into this Agreement on the date set forth
        above.

      


      
        	
                “COMPANY”

              	
                 “EXECUTIVE”

              
	 	 
	
                By:  /s/
                  David L.
                  Renauld

              	
                By:
                  /s/ Pankaj
                  Manglik

              
	
                   David
                  L. Renauld - V.P.

              	
                Pankaj
                  Manglik

              
	 	 
	 	 
	
                Date:  January
                  16,
                  2008

              	
                Date:  January
                  16,
                  2008

              


      

      


       

       

      -13-