Exhibit
10.3


 





 


MEMORANDUM


 


	
  TO:

  	
   

  	
  Frank Briganti

  
	
   

  	
   

  	
   

  
	
  FROM:

  	
   

  	
  Dave Oros

  
	
   

  	
   

  	
   

  
	
  DATE:

  	
   

  	
  May 1, 2004

  



 


Per our discussions this
will confirm the components of your compensation package as President, Aether
Transportation Division.


 


•                  Your base annual salary will
continue at $170,000 per year.


•                  As we agreed, should your position either be eliminated
or there is any material, adverse change in your job, you will be eligible to
receive separation pay equal to one (1) year of your base annual salary.


•                  If your position is not eliminated but transitioned to
an acquiring company you will be eligible to receive separation pay equal to
six (6) months of your base annual salary.


•                  Information provided to you in October 2002,
outlining the acceleration of stock options or restricted shares granted to you
prior to July 31, 2002  as a direct
result of a change of control of either the company or via the sale of the
Transportation Division also remains unchanged.


•                  Additionally, in the event that the
Transportation Division is
successfully sold you will be eligible to receive a cash bonus in the amount of
..5% of the final purchase price. Consistent with our payroll practices, bonus
payments will be subject to all legally required deductions and withholdings.


 


A  “change in the ownership or control
structure of the company” will be deemed to have occurred if, after the date of
this agreement, (a) any person, group or entity acquires beneficial ownership
or control of 50% or more of the voting securities of the company; (b) the company
merges with, or sells or exchanges all or substantially all its assets or stock
to, any person, group or entity; (c) a majority of the company’s Board of
Directors is replaced within any 12 month period; (d) the company is liquidated
or dissolved; or (e) there is any material change in the chain of command or
lines of decision-making, affecting you.


 


A “material, adverse
change in your job” will be deemed to have occurred if 1) your employment is
terminated by management; 2) there is any other substantial, negative impact
upon your title, position, authority, duties, or responsibilities; 3) you are
required, in order to retain your position, to relocate to a job site more than
twenty miles away from where you are currently employed; 4) there is any
diminution in your compensation or benefits.


 


It
is important to note that this memo is designed to communicate compensation
information and does not change your status as an at-will employee.  Should you have any questions, please do not
hesitate to call me.


 

















 


Please
acknowledge receipt of this compensation confirmation by signing in the space
provided and returning it to Maryanne Foy, SVP, Human Resources at your
earliest convenience.


 


 


	
  /s/
  Frank Briganti

  	
   

  	
  5/17/04

  	
   

  
	
  Frank Briganti

  	
   

  	
  Date

  
	
   

  	
   

  	
   

  
	
  /s/ David C. Reymann

  	
   

  	
  5/18/04

  	
   

  
	
  Signature

  	
   

  	
  Date

  
	
  For Aether Systems Inc.