ex10-1.htm


     

    Exhibit
      10.1

    
 

    NON-QUALIFIED
      STOCK OPTION
      AGREEMENT

    


    


    THIS
      NON-QUALIFIED STOCK OPTION
      AGREEMENT is made as of January 28, 2008 between PROXIM WIRELESS CORPORATION,
      a
      corporation organized under the laws of the State of Delaware (hereinafter
      called the “Corporation”), and
      Pankaj S. Manglik (hereinafter referred to as the “Employee”).

    


    WHEREAS,
      the Employee is in the employ
      of the Corporation or one of its affiliates and the Corporation considers it
      desirable and in its best interests to encourage the Employee as an eligible
      employee under its 2004 Stock Plan (the “Plan”) to remain
      in
      such employ and to motivate the Employee to exert the Employee’s best efforts on
      behalf of the Corporation and its affiliates;

    


    NOW,
      THEREFORE, it is agreed as
      follows:

    


    1.           
      Grant of
      Option.  The Corporation hereby grants to the Employee as of
      the date of this Agreement (“Date of Grant”) the
      right, privilege and option to purchase not more than Two Hundred Fifty Thousand
      (250,000) shares (the “Grant Number”) of the
      Common Stock of the Corporation, par value $.01 per share, as constituted on
      the
      date of this Agreement pursuant to the terms, provisions and conditions of
      the
      Plan which is incorporated herein and made a part hereof by reference as if
      fully set forth herein at length and subject to the terms, provisions and
      conditions set forth below.

    


    2.           
      Option
      Price.  The option price per share of Common Stock as
      constituted on the date of this Agreement, as determined in accordance with
      the
      Plan, shall be $0.82 per
      share.

    


    3.           
      Time of Exercise;
      Acceleration.  This option will vest as to forty percent (40%)
      of the Grant Number on the Date of Grant and as to an additional twenty percent
      (20%) of the Grant Number on each of the first three annual anniversaries of
      the
      Date of Grant (the day on which any options are scheduled to vest under this
      Agreement is referred to in this Agreement as a “Vesting Date”);
      provided, however, that upon the termination of the Employee’s employment
      pursuant to Section 7.2 or 7.6 of the Employment Agreement, dated as of January
      16, 2008 (the “Employment
      Agreement”), between the Corporation and the Employee, all unvested
      options will be immediately vested (subject to the Employee performing his
      obligations under Section 7.11(b) of the Employment
      Agreement).  Notwithstanding the foregoing sentence, (a) the number of
      options that will vest on each Vesting Date, if other than a whole number,
      will
      be rounded down to the nearest whole number and (b) any fractional options
      resulting from the preceding clause will vest on the ninth Vesting Date.

    


    Only
      vested stock options may be exercised.  This option may be exercised
      in whole or in part as to shares which have vested for not in excess of the
      difference between (i) the total number of shares then vested and
      (ii) the total number of shares as to which the option has been previously
      exercised.  No partial exercise of this option within any year may be
      for less than 100 shares (or the remaining shares purchasable under this option
      if less than 100 shares).


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    4.           
      Method of
      Exercise.  This option shall be exercisable from time to time
      as provided above by written notice in the form of Exhibit “A”, signed by the
      person entitled to exercise the option, setting forth in terms of shares of
      Stock as constituted on the date of this Agreement, the number of shares as
      to
      which this option is being exercised.  Such notice shall be delivered
      to the Corporation at its principal place of business or as otherwise directed
      by the Corporation and be accompanied by the purchase
      price.  Alternatively, the person entitled to exercise the option may
      exercise the option and pay the purchase price by any other method that may
      be
      authorized by the Corporation from time to time.  The Corporation
      shall make prompt delivery of the shares of Stock as to which the option is
      exercised against payment of the purchase price; provided, however, that if
      any
      law or regulation requires the Corporation to take any action with respect
      to
      the Stock before the issuance thereof, then the date of delivery of the Stock
      shall be extended for the period necessary to take such action.

    


    5.           
      Further Limitations
      on
      Exercise.

    


    A.           
      Termination of
      Employment.

    


    (i)           
      If Employee’s employment with or service to the Corporation terminates pursuant
      to Section 7.2 or 7.6 of the Employment Agreement, (a) all unvested options
      will
      be immediately vested as provided in Section 3 above, and (b) this option will
      terminate on the date twelve months after the date of termination or on the
      option’s specified expiration date, if earlier (provided that the Employee has
      performed his obligations under Section 7.11(b) of the Employment
      Agreement).  Nothing in this Agreement will be deemed to give the
      Employee the right to continued employment with the Corporation.

    


    (ii)           
      If Employee’s employment or other service to the Corporation is terminated due
      to the Employee’s death or Total Disability (as that term is defined in the
      Employment Agreement), this option may be exercised, up to that portion of
      the
      option which the Employee could have exercised on the date of death or Total
      Disability, by the Employee, or in the case of death, the Employee’s estate,
      personal representative or any beneficiary who has acquired the option by will
      or by the laws of descent and distribution, at any time prior to the earlier
      of
      the specified expiration date of this option or one year after the Employee’s
      death or Total Disability.

    


    (iii)           
      If Employee’s employment with or service to the Corporation terminates or is
      terminated in any manner or for any reason such that the provisions of neither
      Section 5(A)(i) nor Section 5(A)(ii) apply, (a) no further vesting of this
      option will occur subsequent to the date of termination, and (b) this option
      will terminate on the date three months after the date of termination or on
      the
      option’s specified expiration date, if earlier.  Nothing in this
      Agreement will be deemed to give the Employee the right to continued employment
      with the Corporation.

    


    B.           
      Condition to
      Exercise.  As a condition of the Corporation's obligation to
      issue Stock upon exercise of this option, the Employee or other person entitled
      to exercise this option, if requested by the Corporation, shall concurrently
      with the exercise of this option execute an Agreement Not to Compete with the
      Corporation (in such form as adopted by the


    
      
         

      

      
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    Corporation
      from time to time), which obligates the Employee to refrain from certain
      activities (if the person exercising the option has not already executed such
      an
      agreement).

    


    C.           
      Payment.  The
      option price shall be paid as follows:  (i) by check, and/or
      (ii) to the extent the Stock is publicly traded, by delivery to the
      Corporation by the Employee of Stock already owned by such Employee, properly
      endorsed and having a fair market value equal to the purchase price (if
      permitted by the Corporation) and/or (iii) in any other manner permitted by
      the
      Corporation from time to time.  For purposes of this Section 5(C), the
      market value of such stock to be delivered to the Corporation in payment of
      the
      option price shall be determined in accordance with the Plan.

    


    D.           
      Non-Transferability.  This
      option is not transferable by the Employee, except by will or by laws of descent
      and distribution, and is exercisable during the Employee's lifetime only by
      the
      Employee.

    


    E.           
      Adjustment.  If
      a dividend is declared upon the Stock payable in Stock, then the shares of
      Stock
      then subject to this option (and the number of shares reserved for issuance)
      shall be increased proportionately without any change in the aggregate purchase
      price.  If the outstanding Stock is changed into or exchanged for a
      different number or class of shares of stock of the Corporation or of another
      corporation, whether through reorganization, recapitalization, stock split-up,
      combination of shares, merger or consolidation, then (i) there shall be
      substituted for each such share of Stock then subject to this option (and for
      each share reserved for issuance) the number and class of shares of Stock into
      which each outstanding share of Stock is so changed or exchanged, all without
      any change in the aggregate purchase price for the shares then subject to this
      option and (ii) the vesting schedule set forth in Section 3 above shall also
      be
      adjusted proportionately to reflect the impact of such reorganization,
      recapitalization, stock split-up, combination of shares, merger or
      consolidation.

    


    F.           
      Withholding
      Taxes.  Whenever under this Agreement Stock is to be issued,
      the Corporation shall have the right to require the recipient to remit to the
      Corporation an amount sufficient to satisfy federal, state and local withholding
      tax requirements prior to delivery of any certificate or certificates
      representing the Stock.

    


    6.           
      Stock
      Ownership.  An optionee shall be entitled to the privilege of
      stock ownership only as to such shares of Stock as are issued upon exercise
      of
      this option.

    


    7.           
      Requirements of
      Law.  The granting of this option and issuance of shares of
      Stock upon the exercise of this option, and the Corporation’s obligations
      relating thereto, shall be subject to compliance with all of the applicable
      requirements of law with respect to the granting of this option and issuance
      and
      sale of such shares (including, without limitation, having an effective
      registration statement relating to such shares in force with the Securities
      and
      Exchange Commission).  The Corporation shall not be required to take
      any action pursuant to this Agreement that would violate any applicable federal,
      state, local, or foreign law or require the Corporation to qualify to do
      business in, obtain any certifications or approvals from, or make any filings
      with any state, local, or foreign jurisdiction.


    
      
         

      

      
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    8.           
      Expiration
      Date.  This option and all rights granted in this Agreement
      shall, in all events, expire five (5) years from the Date of Grant.

    


    9.           
      Legend.  The
      Employee hereby agrees that the stock certificates delivered upon exercise
      of
      this option may bear a legend or legends in the form designated by the
      Corporation to ensure compliance with legal or contractual restrictions.

    


    10.           
      Definitions.  Unless
      otherwise defined in this Agreement, the terms used in this Agreement shall
      have
      the same meanings as in the Plan.  The term “Stock” shall mean
      shares of Common Stock of the Corporation as constituted on the date of this
      Agreement and such other stock as shall be substituted therefor or issued
      thereon as provided in Section 5(E) above or as shall be substituted for or
      issued upon or in exchange for Stock issued pursuant to the options.

    


    11.           
      Notices.  All
      notices under this Agreement shall be sufficient if in writing and delivered
      in
      hand or mailed, registered or certified mail, postage prepaid, and addressed
      to
      the Corporation at PROXIM WIRELESS CORPORATION, 2115 O’Nel Drive, San Jose,
      CA  95131 Attn:  Chief Financial Officer or to the Employee
      at the most recent address of the Employee set forth in the personnel records
      of
      the Corporation.  Either party may change the address to which notices
      shall be delivered by like notice given at least ten (10) days before the
      effective date of such change of address.

    


    12.           
      Binding
      Effect.  This Agreement shall be binding upon and inure to the
      benefit of the Corporation, its successors and assigns, and the Employee, his
      legal representatives, heirs, legatees and assigns.

    


    13.           
      Governing
      Law.  This Agreement shall be governed by and construed in
      accordance with the internal laws of the State of Delaware.

    


    IN
      WITNESS WHEREOF, the parties hereto
      have caused this Agreement to be executed as of the date and year first above
      written.

    


    
      	
              PROXIM
                WIRELESS CORPORATION

            	
              Employee

            
	 	 
	 	 
	
              By:
                /s/ David
                L.
                Renauld

            	
              /s/
                Pankaj S.
                Manglik

            
	
              Name:  David
                L. Renauld

            	
              Pankaj
                S. Manglik

            
	
              Title:  Vice
                President

            	 
	 	 


    

    


    



    
      
         

      

      
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    EXHIBIT
      A

    


    
      	 	 
	 	
               (date)

            


    

    PROXIM
      WIRELESS CORPORATION

    2115
      O’Nel Drive

    San
      Jose,
      CA  95131

    


    Ladies
      and Gentlemen:

    


    I
      wish to exercise my option to
      purchase ____________ shares of common stock, par value $.01 per share (the
      “Securities”)
      at a price of $0.82 per share pursuant to the Non-Qualified Stock Option
      Agreement dated as of January 28, 2008 (the “Agreement”) under the
      Corporation’s 2004 Stock Plan.

    


    Check
      one of the following boxes:

    


    [
      ]            I enclose
      herewith my check for $_____________________ (the exercise amount).

    


    [
      ]            I am paying
      the exercise price by the following means which has been approved by the
      Corporation: 

     
      
        

      

    

    


    I
      understand that prior to exercising
      any options I must have signed an Agreement Not to Compete with the Corporation
      (if requested by the Corporation) in the form adopted by the Corporation from
      time to time.

    


    I
      further agree that I will not make
      any sales or other transfers or dispositions of the securities covered by this
      letter during the time period following the closing of any public offering
      by
      the Corporation of its securities requested by the underwriter or, in the
      absence of such request, ninety (90) days.

    


    
      	 	 	
              Very
                truly yours,

            	 	 
	 	 	 	 	 
	 	 	 	 	 
	 
              	 	 	 	 
	
              Employee
                Social Security Number

            	 	
              Employee
                Signature (on line above)

            
	 	 	
              Employee
                Name (printed):

            	 


    

    


    
      	
              Employee’s
                Home Address:

            	 	
              Address
                to which certificates are to be sent 

              (complete
                ONLY if different than home address):

            
	 	 	 
	 
              	 	 
	 
              	 	 
	 	 	 


    

    
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