Exhibit 10.34
                              EMPLOYMENT AGREEMENT
This  Employment  Agreement  (the  "Agreement")  is made and entered  into as of
November 12, 1998 (the "Effective Date"), by and between CIDCO  Incorporated,  a
Delaware corporation (the "Company"), and Paul G. Locklin ("Executive").
                                    Recitals
The  Company  and  Executive  desire to enter  into this  Agreement  in order to
provide  compensation  and benefits to Executive  and to encourage  Executive to
devote his full  attention  and  dedication  to the Company and to continue  his
employment  with the Company.  The Company  believes  that the existence of this
Agreement will serve as an incentive to Executive to remain in the employ of the
Company  and will  enhance  its  ability to call on and rely upon  Executive  to
continue to provide services to the Company.

     Definitions.  As used in this  Agreement,  unless  the  context  requires a
different meaning, the following terms shall have the meanings set forth herein:

     "Cause" means:  Executive's  theft,  material act of dishonesty,  fraud, or
intentional  falsification of any employment or Company records,  or Executive's
commission of any criminal act which impairs  Executive's ability to perform his
duties   under  this   Agreement;   the  neglect  or  refusal  of  Executive  to
substantially fulfill his material duties as an employee; improper disclosure of
the Company's confidential,  business or proprietary information by Executive; a
material  breach of any fiduciary  duty by Executive with respect to the Company
resulting in material harm to the Company; or Executive's  conviction (including
any plea of guilty or nolo  contendere) for a crime involving moral turpitude or
which causes  material harm to the  reputation  and standing of the Company,  as
determined by the Company in good faith.

     "Change in Control" means the occurrence of either:  the sale,  exchange or
transfer of all or substantially  all of the property and assets of the Company;
or a merger or  consolidation  in which the  Company is a party or the direct or
indirect  sale or exchange by the  stockholders  of the Company of a majority of
the voting stock of the Company which, in any such event,  constitutes a "Change
in Control," as defined in Second Amended and Restated 1993 Stock Option Plan as
in effect on the Effective Date.

     "Constructive  Termination"  means the  occurrence  of any of the following
conditions,  which  condition(s)  remain(s)  in effect  thirty  (30) days  after
written  notice  to the  Company's  Corporate  Secretary,  with  a  copy  to the
Company's  Corporate Counsel from Executive of such condition(s),  which written
notice of  condition(s)  shall be delivered by Executive to such persons  within
ten (10) days following the occurrence of the alleged  condition(s):  a material
decrease in  Executive's  annual base salary which is made  without  Executive's
written consent, except that, in the event of a reduction in base salary that is
initiated for all  executives,  such action can be taken and will not constitute
Constructive  Termination  for  purposes of this  Agreement  nor will it require
Executive's  written consent;  a demotion,  a material  reduction in Executive's
position,   responsibilities  or  duties  or  a  material,   adverse  change  in
Executive's  substantive  functional  responsibilities  or duties,  as  measured
against  Executive's  position,  responsibilities or duties immediately prior to
such change causing it to be of materially less stature or  responsibility;  the
relocation  of  Executive's  work place for the Company to a location  more than
twenty-five (25) miles from  Executive's  principal place of employment prior to
such  relocation;  any material breach of this Agreement by the Company;  or any
failure or refusal of a successor  company to assume the  Company's  obligations
under this Agreement as required by Section 16.

     "Permanent  Disability"  means that:  Executive has been  incapacitated  by
bodily  injury or disease so as to be  prevented  thereby  from  engaging in the
performance of Executive's  duties;  such incapacity  shall have continued for a
period of four (4) consecutive months or six (6) months in any twelve (12) month
period;  and such incapacity will, in the opinion of a qualified  physician,  be
permanent and continuous during the remainder of Executive's life.

     Position and Duties.  Executive shall continue to be an at-will employee of
the Company.  Executive shall also be entitled to continue to participate in and
to receive benefits on the same basis as other executive or senior staff members
under any of the  Company's  employee  benefit  plans as in effect  from time to
time. In addition, Executive shall be entitled to the benefits afforded to other
employees similarly situated under the Company's vacation,  holiday and business
expense  reimbursement  policies.  Executive  agrees to devote his full business
time, energy and skill to his duties at the Company. These duties shall include,
but not be limited to, any duties  consistent  with his  position,  which may be
assigned to Executive from time to time.

     Benefits Upon  Executive's  Termination for Cause,  Voluntary  Termination,
Permanent  Disability  or  Death.  In  the  event  that  Executive   voluntarily
terminates  his  employment  relationship  with the  Company at any time and his
termination is not for nor deemed for Constructive Termination,  or in the event
that  Executive's  employment  terminates  as a result of his death or Permanent
Disability  or for Cause,  Executive  shall be  entitled to no  compensation  or
benefits  from the Company other than those earned under Section 2 above through
the date of his termination of employment.

     Termination for Other Than Cause and/or for  Constructive  Termination.  If
Executive's  employment  is  terminated by the Company for any reason other than
Cause  or  if  Executive   terminates  his  employment   with  the  Company  for
Constructive   Termination,   Executive  shall  be  entitled  to  the  following
separation  benefits:  twelve (12) months of  Executive's  annual base salary in
effect as of the date of such termination,  less applicable withholding, paid in
a lump sum payment;  and Executive shall be entitled to elect continued  medical
insurance  coverage in accordance with the applicable  provisions of federal law
(COBRA) and the Company shall pay for the cost of such COBRA coverage for twelve
(12) months.  This payment shall be made in a lump sum together with the payment
described in subsection 4(a). If such coverage included  Executive's  dependents
immediately  prior to the date of  termination,  such  dependents  shall also be
covered at the Company's  expense for the same time period as Executive's  COBRA
coverage described above.

     Additional  Benefit Upon Certain  Termination After Change in Control.  If,
within six (6) months following the date of consummation  (i.e., the closing) of
a Change in Control,  Executive either (i) is given notice of termination of his
employment  by the Company for any reason  other than Cause or (ii) gives notice
to  the  Company  of the  occurrence  of one  or  more  conditions  constituting
Constructive  Termination  and  subsequently  terminates his employment with the
Company on the basis of such Constructive Termination, then in either such event
Executive shall be entitled to the Stock Option  Acceleration  Benefit described
below in addition to the payments and benefits  provided by Section 4. Except as
otherwise provided below, the Stock Option  Acceleration  Benefit shall apply to
each  option (an  "Option")  to  purchase  shares of stock of the Company or its
successor  granted to Executive by the Company or its successor and  outstanding
as of the  date ten  (10)  business  days  prior  to the  effective  date of the
termination of Executive's  employment (the "Effective  Termination Date") for a
reason  described  in this  Section 5,  regardless  of whether  such  Option was
granted before, on or after the Effective Date of this Agreement.

     Pursuant  to  the  Stock  Option  Acceleration  Benefit:  the  vesting  and
exercisability  of each Option shall be computed on the basis of monthly vesting
periods  commencing  on the date  contemplated  by the  stock  option  agreement
evidencing such Option (the "Vesting  Commencement Date")  notwithstanding  that
such  agreement  provides  for  vesting  on the basis of one or more  periods of
different  length,  such as a year; and in addition to the number of actual full
months of Executive's  employment with the Company from the Vesting Commencement
Date  through the  Effective  Termination  Date,  Executive  shall be  credited,
effective  as of the  date  ten  (10)  business  days  prior  to  the  Effective
Termination  Date,  with an additional  number of full months of employment  for
Option  vesting  purposes  equal to the lesser of (i) twelve (12) months or (ii)
the number of actual  full  months of  Executive's  employment  with the Company
beginning  on  the  Vesting  Commencement  Date  and  ending  on  the  Effective
Termination Date. This Section 5 shall not be applied or construed in any manner
that  would  reduce  the  degree of  vesting  or  exercisability  of any  Option
determined in the absence of this Section. Notwithstanding any provision of this
Section 5 to the contrary,  if it is determined that the provisions or operation
of this  Section  5  would  preclude  treatment  of a  Change  in  Control  as a
"pooling-of-interests"  for accounting purposes and provided further that in the
absence  of this  Section  5 such  Change  in  Control  would  be  treated  as a
"pooling-of-interests"  for  accounting  purposes,  then this Section 5 shall be
void ab initio,  and the vesting  and  exercisability  of each  Option  shall be
determined  under any other  applicable  provision of the stock option agreement
evidencing such Option.

     Required Advance Notice of Termination for Other Than Cause. No termination
of  Executive's  employment by the Company for any reason other than Cause shall
be effective  prior to the tenth (10th) business day following the date on which
Executive is given written notice of such termination.

     Excess Parachute Payment. In the event that any payment or benefit received
or to be received by Executive  pursuant to this  Agreement  or otherwise  would
subject  Executive  to any excise tax  pursuant to Section  4999 of the Internal
Revenue Code of 1986, as amended (the "Code"),  due to the  characterization  of
such payment or benefit as an excess parachute payment under Section 280G of the
Code,  Executive  may elect in his sole  discretion to reduce the amounts of any
payments or benefits otherwise called for under this Agreement in order to avoid
such characterization.

     Conflict of  Interest/Non-Solicitation.  Executive agrees that for a period
of one (1) year following  termination of his  employment  with the Company,  he
will not,  directly  or  indirectly,  solicit  the  services of or in any manner
persuade  employees,  customers  or vendors of the Company to  discontinue  that
person's  or  entity's  relationship  with  or to the  Company  as an  employee,
customer or vendor,  as the case may be. Payment of Taxes.  All payments made to
Executive  under this Agreement  shall be subject to all applicable  federal and
state income, employment and payroll taxes.

     Exclusive Remedy.  Under any claim for breach of this Agreement or wrongful
termination,  the payments and benefits  provided for in Section 4 and Section 5
as applicable  shall  constitute  Executive's  sole and exclusive remedy for any
alleged  injury or other damages  arising out of the cessation of the employment
relationship  between  Executive  and the  Company  in the event of  Executive's
termination.  Except as expressly set forth herein,  Executive shall be entitled
to no other  compensation,  benefits,  or other  payments  from the Company as a
result of any  termination  of  employment  with  respect to which the  payments
and/or  benefits  described in Section 4 and Section 5 as  applicable  have been
provided to Executive.

     Proprietary and Confidential  Information.  Executive agrees to continue to
abide by the  terms  and  conditions  of the  Company's  confidentiality  and/or
proprietary  rights agreement  between  Executive and the Company.  Arbitration.
Pursuant to the  Federal  Arbitration  Act,  any claim,  dispute or  controversy
arising out of this Agreement, the interpretation, validity or enforceability of
this  Agreement or the alleged  breach thereof shall be submitted by the parties
to binding arbitration in Santa Clara County,  California or elsewhere by mutual
agreement.  The selection of the arbitrator  and procedure  shall be governed by
the Employment  Arbitration Rules of the American Arbitration  Association.  The
arbitrator  shall be someone with an employment  law background and from the AAA
Commercial  Arbitration  Panel, or if both parties agree, the Judicial  Arbiters
Group.  Notwithstanding the above, this arbitration provision shall not preclude
the Company from seeking  injunctive  relief from any court having  jurisdiction
with respect to any disputes or claims  relating to or arising out of the misuse
or   misappropriation  of  the  Company's  trade  secrets  or  confidential  and
proprietary  information  or the breach of any  provisions  by  Executive of the
Company's  confidentiality and/or proprietary rights agreement between Executive
and Company.  Each party shall bear its own costs and expenses of arbitration or
litigation,  including  but not  limited  to  attorneys  fees and  other  costs.
Judgment  may be entered  on the award of the  arbitration  in any court  having
jurisdiction.   Interpretation.  Executive  and  the  Company  agree  that  this
Agreement  shall be interpreted  in accordance  with and governed by the laws of
the State of California.

     Conflict  in  Benefits.   This   Agreement   shall   supersede   all  prior
arrangements,  whether written or oral, and understandings regarding the subject
matter of this  Agreement  including but not limited to any  severance  plans or
arrangements  or  prior  employment  agreements,  and  shall  be  the  exclusive
agreement for the determination of any payments due upon Executive's termination
of  employment;  provided,  however,  that this Agreement is not intended to and
shall not affect, limit or terminate (i) any plans, programs, or arrangements of
the  Company  that are  regularly  made  available  to a  significant  number of
employees of the Company,  (ii) any agreement or arrangement with Executive that
has been  reduced to writing  and which  does not relate to the  subject  matter
hereof, (iii) any indemnification rights described below, or (iv) any agreements
or  arrangements  hereafter  entered  into by the parties in writing,  except as
otherwise expressly provided herein.

     Release  of  Claims.  Except  for the  Stock  Option  Acceleration  Benefit
described in Section 5, no severance  benefits shall be paid to Executive  under
this Agreement unless and until Executive shall, in consideration of the payment
of such  severance  benefit,  execute a release  of claims in the form  attached
hereto as Exhibit A and all applicable  waiting  periods  thereunder  shall have
expired;  provided,  however,  that such release shall not apply to any right of
Executive to be indemnified by the Company for the period during which Executive
was employed by the Company.

     Successors and Assigns. This Agreement shall inure to the benefit of and be
binding upon the Company and its successors and assigns. In view of the personal
nature of the services to be performed  under this  Agreement by  Executive,  he
shall not have the right to assign or transfer any of his rights, obligations or
benefits under this Agreement, except as otherwise noted herein.

     Notices. All notices and other  communications  required or permitted to be
given under this Agreement  shall be in writing and shall be deemed to have been
duly given when delivered in person or sent by confirmed facsimile transmission,
when received if given by Federal  Express or other  internationally  recognized
overnight courier service, or five (5) business days after deposit in the United
States Post Office,  postage  prepaid,  by  first-class  registered or certified
mail, return receipt requested,  addressed as follows: if to the Company:  CIDCO
Incorporated,  220  Cochrane  Circle,  Morgan  Hill,  CA 95037  Attn:  Corporate
Secretary cc: Corporate  Counsel and if to Executive at the address specified at
the end of this  Agreement.  Notice may also be given at such  other  address as
either party may have furnished to the other in writing in accordance  herewith,
except that notices of change of address shall be effective only upon receipt.

     No Representations.  Executive  acknowledges that he is not relying and has
not relied on any promise,  representation  or statement made by or on behalf of
the Company which is not set forth in this Agreement.

     Validity.  If any one or more of the  provisions  (or any part  thereof) of
this Agreement shall be held invalid,  illegal or  unenforceable in any respect,
the validity,  legality and  enforceability of the remaining  provisions (or any
part thereof) shall not in any way be affected or impaired thereby.

     Modification.  This  Agreement  may  only  be  modified  or  amended  by  a
supplemental written agreement signed by Executive and the Company.

     Counterparts. This Agreement may be executed in counterparts, each of which
shall be deemed an original,  but all of which together will  constitute one and
the same instrument.

IN WITNESS WHEREOF,  the parties have executed this Agreement as of the date and
year written below.

    
CIDCO Incorporated
Date: November 12, 1998
By:/s/ Richard D. Kent
Title: COO/CFO



EXECUTIVE:  Paul G. Locklin
Date: November 12, 1998
Executive's Signature
/s/ Paul G. Locklin