Exhibit 10.1





EMPLOYMENT
AGREEMENT


THIS EMPLOYMENT AGREEMENT (this “Agreement”), is by and between Vyyo Inc.,
a Delaware corporation (the “Company”), and Robert K. Mills (“Mills”).


In connection with
Mills’ employment with the Company, the Company and Mills desire to enter into
this Agreement according to the terms and conditions set forth below.


NOW,
THEREFORE, the parties hereto hereby agree as follows:


1.                                       Employment Duties.


a.                                       General.  The Company
hereby agrees to employ Mills, and Mills hereby agrees to accept employment
with the Company, on the terms and conditions set forth below, which employment
shall be effective as of August 1, 2007 (the “Effective
Date”).


b.                                      Company’s Duties.  The Company
shall allow Mills to, and Mills shall, perform responsibilities normally
incident to the position of Chief Financial Officer, commen­surate with his
background, education, experience and professional standing.  The Company shall provide Mills with such
office equipment, supplies, customary services and cooperation suitable for the
performance of his duties.


c.                                       Mills’ Duties.  Mills
shall devote such time as necessary to fully perform his services as Chief Financial
Officer and shall report directly to the Company’s Chief Executive Officer. The
parties acknowledge that Mills will perform his duties from the Company’s facility
in Norcross, Georgia, and shall be required to travel to the Company’s other
facilities, both domestic and international, as the Company’s business
dictates.


2.                                       Term.   
The initial term of this Agreement is two years (the “Initial  Term”).  There­after, this Agreement may be renewed by
Mills and the Company on such terms as the parties may agree to in
writing.  Absent written notice of
termination of this Agreement given by one party to the other party not less
than 30 days prior to the end of the Initial Term or any Renewal Term (as
defined below), this Agreement will be automatically renewed for a one-year
extension (each such extension a “Renewal Term”
and the Initial Term together with any and all Renewal Terms, the “Term”).  Notwithstanding
the foregoing, this Agreement is subject to earlier termination as provided
herein.



   
 









3.                                       Compensation.  Mills
shall be compensated as follows:


a.                                       Signing Bonus.  On
the first payroll date following the Effective Date, Mills shall receive a
signing bonus of Twenty-Five Thousand Dollars ($25,000).


b.                                      Salary.  Mills
shall receive an annual salary of Two Hundred Forty-Five Thousand Dollars ($245,000).  The Company agrees to review the salary on or
before December 31, 2007, and thereafter at the end of each calendar year
during the Term based upon Mills’ services and the financial results of the Company,
and to make such changes as may be determined appropriate in the sole
discretion of the Company’s Compensation Committee or Board of Directors.  Mills’ annual salary shall be payable on a
semi-monthly basis, in accordance with the Company’s usual payroll practices.


c.                                       Bonus Compensation. During each calendar year in the Initial
Term, Mills may become eligible to receive an annual cash bonus up to an
aggregate of 60% of his then current salary based on performance objectives to
be agreed to by Mills and the Company’s Chief Executive Officer.  The performance objectives will be
established each year as follows:  (i) for
the 2007 calendar year, no later than 60 days following the Effective Date; and
(ii) for subsequent calendar years, no later than 60 days following the start
of such calendar years. The performance objectives for the 2007 and 2008
calendar years will be based, at least in part, on satisfaction related to
compliance with Section 404 of the Sarbanes-Oxley Act of 2002 (as it applies to
the Company) and development of a financial reporting package for the Company’s
executive management. Any bonus earned by Mills in a particular calendar year
will be paid by the Company in the manner and time period agreed to by the
parties.  The bonus shall be prorated
should Mills’ employment terminate prior to a full calendar year.


d.                                      Stock Options.  The
Company’s management will recommend to the Company’s Board of Directors or
Compensation Committee that Mills be granted a stock option to purchase 150,000
shares of the Company’s capital stock at the next regularly scheduled quarterly
meeting.  If approved, the stock options would
be granted with an exercise price equal to fair market value of the Company’s
common stock on the date of grant and would be governed by the terms of an
option agreement setting forth the vesting schedule of such shares (standard
four year vesting:  25% vests on one year
anniversary of the Effective Date, with remaining equal monthly installments
over the successive 36 months).  If there
is any conflict between this Agreement and the terms of the option agreement,
the terms of the option agreement will control.


e.                                       Paid Time-Off.  Mills
shall accrue paid time-off in accordance with the terms of the Company’s paid
time-off policy.  Mills shall be
compensated at his usual rate of base compen­sation during any such paid
time-off.  Mills shall be entitled to
paid holi­days as generally given by the Company and shall receive sick leave
or disability leave in accordance with the terms of the Company’s standard sick
leave or disability leave policy.


f.                                         Benefits.  Mills
and his dependents shall be entitled to participate in any group plans or
programs maintained by the Company for any employees relating to group health,
disability, life insurance and other related benefits as in effect from time to
time subject to the terms and conditions of such plans. Mills shall also be
entitled to director and officer insurance in such amounts and coverage and
such indemnification provisions as are afforded other officers 



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and directors of the Company.  The
foregoing benefits shall be paid by the Company.


g.                                      Expenses.  The Company
shall reim­burse Mills for his normal and reasonable expenses incurred for
travel, entertainment and similar items in promoting and carrying out the Company’s
business in accordance with the Company’s general policy as adopted from time
to time.  In addition, Mills shall be
reimbursed for the reasonable costs associated with cellular telephone usage
and shall be entitled to reimbursement for such reasonable continuing
professional education, memberships and certifications as are deemed normal and
appropriate for executive officers as determined by the Company.  As a condition of payment or reimbursement, Mills
agrees to provide the Company with copies of all available invoices and
receipts, and otherwise account to the Company in sufficient detail to allow
the Company to claim an income tax deduction for such paid item, if such item
is deductible.  Reimbursements shall be
made on a monthly or more frequent basis in accordance with the Company’s
reimbursement policies then in effect.


4.                                       Confidentiality and Competitive
Activities.  Mills agrees to execute an the Company’s
standard form of  employee proprietary
information and inventions agreement, which will include provisions related to
confidentiality of Company information, assignment of inventions, non-competition
and non-solicitation of customers and employees.


5.                                       Termination.


a.                                       Termination without Cause;
Voluntary Termination.  The Company may terminate this Agreement and Mills’
employment hereunder without Cause (as defined below) and with or without prior
review or warning by providing 60 days prior written notice to Mills.  Mills may volun­tarily terminate his employ­ment
at any time upon 60 days’ prior written notice to the Company.


b.                                      Termination for Cause.  The Company
may immedi­ately terminate Mills’ employment at any time for Cause.  Termin­ation for Cause shall be effective
from the receipt of written notice thereof to Mills­ specifying the grounds for
termination.  “Cause”
shall be deemed to include:  (i) Mills’
willful misconduct, or failure to perform, his material duties provided that Mills
is given written notice setting forth with reasonable specificity such
misconduct or failure and Mills fails to correct such behavior within 30 days
following receipt of notice; (ii) Mills’ conviction of a felony offense or
conviction for any unlawful act which would be materially detrimental to the
Company’s reputation, or a material act of dishonesty, moral turpitude, fraud,
embezzlement, misappropriation or financial dishonesty against the Company; or
(iii) Mills’ breach of any material provision of this Agreement or breach of his
employee proprietary information and inventions agreement. The Company’s
exercise of its rights to terminate with Cause shall be without prejudice to
any other remedies it may be entitled at law, in equity or under this
Agreement.


c.                                       Termination Upon Death or
Disability.  This Agree­ment shall automatic­ally
terminate upon Mills’ death.  In
addition, if any disability or incapacity of Mills to perform his duties as the
result of any injury, sickness, or physical, mental or emotional condition
continues for a period of 30 days (excluding any accrued paid time-off) out of
any 120 calendar day period, the Company may terminate Mills’ employ­ment upon
written notice.  Payment of 



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salary to Mills during any sick leave shall only be to the extent that Mills
has accrued paid time-off.


6.                                       Severance Payment Upon
Termination of Employment.  The severance payment set forth below shall
be in addition to any amounts owed to Mills as earned but unpaid wages through
the date of termination and accrued but unused vacation through the date of
termination.


a.                                       Termination Without Cause.  If the
Company terminates this Agreement without Cause prior to the end of the Initial
Term, the Company shall pay Mills a severance payment equal to six months of
his annual salary (without bonus), payable over such period in accordance with
the Company’s usual payroll practices.  For
the avoidance of doubt, the six months of severance provided for in this Section
6(a) shall include the 60 days of notice required by Section 5(a) regarding
termination without Cause.


b.                                      Execution of Release.  Mills
agrees that Mills’ right to receive any severance payment is conditioned on the
prior execution by Mills of a binding general release (in such form as the
Company may determine) of any and all claims against the Company and any
affiliates, and their respective officers, directors, employees or other
agents.


7.                                       Compensation Upon a Change of
Control.


a.                                       Change of Control Termination.  Upon
a Change of Control Termination (as defined below), Mills shall be entitled to
the following compensation:


(i)                                     Cash Payment.  In
lieu of any severance payment described above in Section 6, payment in cash of an
amount equal to the sum of one times Mills’ then current annual salary as in
effect for the calendar year in which the Change of Control Termination occurs,
payable in accordance with the Company’s usual payroll practices.


(ii)                                  Stock Options.  Any stock options granted to Mills that are outstanding immediately prior to but are not vested as of the date of the Change of Control Termination shall become 100% vested as of the date of the Change of Control Termination.
(iii)                               Benefits.  For a period of one year following Mills’ date of termination, the continuation of the same or comparable life, health, disability, vision, hospitalization, dental and other insurance coverage (including equivalent coverage for Mills’ spouse and dependent children) as Mills was receiving immediately prior to the Change of Control.
b.                                      Offer of Employment with Successor.  If upon a Change of Control Mills is offered employment by the Company’s successor with responsibilities substantially similar to that contemplated by this Agreement and Mills does not accept such offer, 33.3% of the stock options granted to Mills that are outstanding immediately prior to but are not vested as of the date of the Change of Control shall become vested as of the date of the Change of Control.

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c.                                       Employment with Successor.  If upon a Change of Control Mills accepts employment with the Company’s successor with responsibilities substantially similar to that contemplated by this Agreement, 33.3% of the stock options granted to Mills that are outstanding immediately prior to but are not vested as of the date of the Change of Control shall become vested as of the date of the Change of Control. If Mills terminates his employment for Good Reason (as defined below) with the Company’s successor on or after the 6-month anniversary of commencement of such employment, all remaining stock options granted to Mills that are outstanding immediately prior to but are not vested as of the date of his termination for Good Reason shall become vested as of the date of such termination.


d.                                      For the purposes of this Section, “Change of Control” means the occurrence of any of the
following events:


(i)                                     any “person” (as such term is used in
Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended)
becomes the “beneficial owner” (as defined in Rule 13d-3 under said Act),
directly or indirectly, of securities of the Company representing 50% or more
of the then outstanding shares of the Company’s common stock or the total
voting power represented by the Company’s then outstanding voting securities
(other than pursuant to a Business Combination which is covered by clause (iii)
below);


(ii)                                  the consummation of the sale or other
disposition (including in whole or in part through licensing arrangement(s)) of
all or substantially all of the Company’s assets, other than sales, other
dispositions or licenses of assets made to a parent or a wholly-owned
subsidiary of the Company, or an entity under common control with the Company;


(iii)                               the consummation of a reorganization, merger,
statutory share exchange or consolidation or similar transaction involving the
Company or the acquisition of assets or stock of another entity by the Company
or any of its subsidiaries, or a series of related such transactions (each, a “Business Combination”), in each case unless following such
Business Combination (A) the voting securities of the Company outstanding
immediately prior thereto continue to represent (either by remaining
outstanding or by being converted into voting securities of the surviving
entity or any entity (a “Parent”) that,
as a result of such transaction, owns the Company or the surviving entity or
all or substantially all of the Company’s or surviving entity’s assets directly
or through one or more subsidiaries) at least 50% of the total voting power
represented by the Company’s voting securities or such surviving entity or
Parent outstanding immediately after such Business Combination; and (B) no
person (excluding any entity resulting from such Business Combination or a
Parent or any employee benefit plan (or related trust) of the Company or such
entity resulting from such Business Combination or Parent) beneficially owns,
directly or indirectly, 50% or more of, respectively, the then-outstanding
shares of common stock of the entity resulting from such Business Combination
or the total voting power of the then-outstanding voting securities of such
entity, except to the extent that the ownership in excess of 50% existed prior
to the Business Combination; or


(iv)                              approval by the Company’s stockholders of a
complete liquidation or dissolution of the Company other than in the context of
a transaction or series of related transactions that would not constitute a
Change of Control under clause (iii) above.



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e.                                       For the purposes of this Section, a “Change of Control Termination” shall mean a termination of
employment within one year following a Change of Control where the Company or a
party effecting a Change of Control of the Company terminates Mills’ employment
without Cause, other than as the result of Mills’ death or disability.


f.                                         For
the purposes of this Section, “Good Reason”
shall exist if Mills terminates his employment within 60 days of the occurrence
of any of the following:  (i) a material
adverse change in his position or title; or (ii) a reduction in his base salary
from that provided in this Agreement unless the reduction affects all employees
generally.


8.                                         Corporate Opportunities.


a.                                       Duty to Notify.  In
the event that during the Term Mills shall become aware of any business
opportunity directly related to any of the Company’s businesses, Mills shall
promptly notify the Company’s Board of Directors of such opportunity.  Mills shall not appropriate for himself or
for any other person other than the Company, or any affiliate of the Company,
any such opportunity unless, as to any particular opportunity, the Board of
Directors fails to take appropriate action within 30 days.  Mills’ duty to notify the Company and to
refrain from appropriating all such opportunities for 30 days shall neither be
limited by, nor shall such duty limit, the application of the general law of Georgia
relating to the fiduciary duties of an agent or employee.


b.                                      Failure to Notify.  In
the event that Mills fails to notify the Company of, or so appropriates, any
such opportunity without the express written consent of the Company, Mills
shall be deemed to have violated the provisions of this Section notwith­standing
(i) the capacity in which Mills shall have acquired such opportunity; or (ii) the
probable success in the Company’s hands of such opportunity.


9.                                       Miscellaneous.


a.                                       Entire Agreement.  This
Agreement constitutes the entire agreement and understanding between the
parties with respect to the subject matters herein, and supersedes and replaces
any prior agreements and understandings, whether oral or written between them
with respect to such matters.  The
provisions of this Agreement may be waived, altered, amended or repealed in
whole or in part only upon the written consent of both parties to this
Agreement.


b.                                      No Implied Waivers.  The failure
of either party at any time to require performance by the other party of any
provision hereof shall not affect in any way the right to require such per­form­ance
at any time thereafter, nor shall the waiver by either party of a breach of any
provision hereof be taken or held to be a waiver of any subsequent breach of
the same provision or any other provision.


c.                                       Personal Services.  It
is understood that the services to be performed by Mills hereunder are personal
in nature and the obligations to perform such services and the conditions and
covenants of this Agreement cannot be assigned by Mills.  This Agreement shall inure to the benefit of
and bind the successors and assigns of the Company.



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d.                                      Severability.  If
for any reason any provision of this Agreement shall be determined to be
invalid or inoperative, the validity and effect of the other provisions hereof
shall not be affected thereby.


e.                                       Applicable Law.  This
Agreement shall be governed by and construed in accordance with the laws of the
State of Georgia without regard to conflict of law principles.


f.                                         Notices.  All
notices, requests, demands, instruc­tions or other communications required or
permitted to be given under this Agreement shall be in writing and shall be
deemed to have been duly given upon delivery, if delivered personally, or if
given by prepaid telegram, or mailed first-class, postage prepaid, registered
or certified mail, return receipt requested, shall be deemed to have been given
72 hours after such delivery, if addressed to the other party at the addresses
as set forth on the signature page below. 
Either party hereto may change the address to which such communications
are to be directed by giving written notice to the other party hereto of such
change in the manner above provided.


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IN WITNESS WHEREOF, the parties have executed this
Agreement as of the dates listed below.


 


	
  VYYO INC.

  	
  ROBERT K. MILLS

  
	
  6625 The Corners Parkway, Suite 100

  	
  6625 The Corners Parkway, Suite 100

  
	
  Norcross, Georgia 30092

  	
  Norcross, Georgia 30092

  
	
   

  	
   

  
	
   

  
	
  By:

  	
  /s/ Wayne H.
  Davis

  	
   

  	
  /s/ Robert K. Mills

  
	
   

  	
  Wayne H. Davis, Chief Executive Officer

  	
   

  	
  (Signature)

  
	
   

  
	
   

  
	
  Date: June 28, 2007

  	
  Date: June 28, 2007

  



**SIGNATURE PAGE TO EMPLOYMENT
AGREEMENT**



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