ex10-1.htm


     

    Exhibit
10.1

    
 

    


    


    October
9, 2008

    


    


    Mr.
Thomas S. Twerdahl

    


    


    


    Dear
Tom:

    


    I am
pleased that you have accepted our offer to serve as Interim Chief Financial
Officer and Interim Treasurer for Proxim Wireless Corporation.  In
that position, you will also serve as Interim Chief Financial Officer and
Interim Treasurer of Proxim’s selected subsidiaries from time to
time.  You will initially report to the Chief Executive Officer of
Proxim.  Your primary work location will be Proxim’s headquarters in
Milpitas, California but you may be expected to travel from time to time due to
your job responsibilities.

    


    Your base
salary will be increased to $175,000 annually to be paid bi-weekly, less
deductions authorized or required by law.  You will be eligible for
enrollment in our benefit programs as well as participation in an executive
bonus program based on criteria established by the Board of Directors of
Proxim.  Your target bonus will be $50,000 annually subject to
pro-ration for partial years in this new position.  In addition,
Proxim will pay you $25,000 (less deductions authorized or required by law)
within two weeks after March 31, 2009 so long as you continue to be a full-time
employee of Proxim through and including March 31, 2009 (or if your employment
is terminated without cause by Proxim on or prior to that date).

     

    A
recommendation will be made to the Board of Directors of Proxim that you be
granted an option to purchase an additional 15,000 shares of Proxim's common
stock.  The exercise price will be set on the date the option grant is
approved.  Any award will be subject to all the terms and conditions of
Proxim's applicable Stock Plan and the stock option agreement given to
you.

     

    Proxim
offers a co-paid health, dental, and visual medical coverage plan for you and
your family members, if applicable, as well as other benefits such as vacation,
holiday pay, and 401(k).  You will continue to be eligible to
participate in Proxim’s typical employee benefits programs.

    


    As an
employee of Proxim, you will have access to certain company confidential
information and you may during the course of your employment develop certain
information or inventions, which will be the property of
Proxim.  Thus, to protect the interests of Proxim, as a condition to
your employment, you will be required to sign our standard employee agreement
for confidential and proprietary information and intellectual
property.  This agreement must be signed without modification (“as
is”).  If desired, a copy is available for review prior to signing
your offer letter.  You also will be subject to the other policies and
procedures of Proxim applicable to its other employees as in effect from time to
time.  For example, you will have to provide employment eligibility
verification and your employment may require drug testing some time in the
future.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Mr.
Thomas S. Twerdahl

    October
9, 2008

    


    


    


    Your
employment with Proxim is “at will.”  It is for no specified period
and may be terminated by you or Proxim at any time, with or without cause or
advance notice.  Further, Proxim may change your compensation, duties,
assignments, responsibilities, or location of your position at any time to
adjust to the changing needs of our dynamic company.

    


    Proxim
may provide you with one or more types of equipment to help you perform your
duties for the company, including, but not limited to, computers, cellular
telephones, and wireless messaging devices.  Please understand that it
is your obligation to take proper care of all such equipment during your
employment and to return such equipment to Proxim in good working order
immediately upon the termination of your employment with Proxim for any
reason.

    


    This
letter agreement and the other agreements referred to above constitute the
entire agreement between you and Proxim regarding the terms and conditions of
your employment with Proxim, and these agreements supersede all prior
negotiations, representations, or agreements, whether written or verbal, between
you and any other party, if any.  This agreement cannot be modified or
amended except by a document signed by the CEO of Proxim.

    


    We are
very excited that you have accepted our offer of promotion and look forward to a
long and prosperous relationship.  I have no doubt that your
experience, skill and professionalism will mutually benefit both you and
Proxim.  Please sign in the space below to formalize your acceptance
and return this letter to Human
Resources by hand or via fax at (408) 392-4264. I look forward to hearing
from you as soon as possible.

    


    Sincerely,

    


    /s/
Pankaj Manglik

    


    Pankaj
Manglik

    Chief
Executive Officer

    


    


    I
agree to and accept employment with Proxim Wireless Corporation on the terms and
conditions set forth in this letter.

    


    


    


    
      	
              /s/
      Thomas S. Twerdahl

            	 
      	
              10/9/08

            
	
              Name:  Thomas
      S. Twerdahl

            	 
      	
              Date