**Exhibit10.34**

 

***interWAVE Communications International,Ltd.***

2495 Leghorn Street

Mountain View, CA  94043

 

May 6, 2004

 

 

# **Employment Agreement**

# ** **

Padraig Stapleton

interWAVE Communications

 

Dear Padraig,

 

This offer letter and the agreements incorporated herein (including thewritten Employment and Proprietary Agreement, Non-Disclosure andConfidentiality Agreement entered into by you and the Company, the writtenIndemnification Agreement entered into by you and the Company, and the writtenstock option agreements entered into by you and the Company and identified inthe attached Personnel Summary) set forth the terms of your employment with theCompany and supercede and replace all previous oral and/or written agreementsbetween interWAVE Communications International Ltd. (Company), its subsidiariesand all affiliated entities and Padraig Stapleton.  You should note that the Company may modify job titles,compensation and benefits from time to time as it deems necessary.

 

Upon receipt of your signature below, the terms and conditions of youremployment shall be modified to be as follows:

 
| a. Title            | Vice President Engineering                                                                                                                                                                                                                                                                                                                                                                                   |
|---------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                |                                                                                                                                                                                                                                                                                                                                                                                                         |
| b. Reporting to     | President Chief Executive Officer (CEO)                                                                                                                                                                                                                                                                                                                                                                      |
|                |                                                                                                                                                                                                                                                                                                                                                                                                         |
| c. Responsibilities | Responsible for all Engineering activities of the  Company.                                                                                                                                                                                                                                                                                                                                                  |
|                |                                                                                                                                                                                                                                                                                                                                                                                                         |
| d. Employee Status  | Regular Full time employee                                                                                                                                                                                                                                                                                                                                                                                   |
|                |                                                                                                                                                                                                                                                                                                                                                                                                         |
| e. Compensation     | $6,346.15 per biweekly pay period, less applicable  withholdings and deductions.                                                                                                                                                                                                                                                                                                                             |
|                |                                                                                                                                                                                                                                                                                                                                                                                                         |
| f. Benefits.        | You shall continue to be eligible to receive the  employee benefits (i.e., medical, vision, dental insurance) made generally  available to senior executives of the Company pursuant to the then current  terms and conditions of its health and welfare plans.                                                                                                                                              |
|                |                                                                                                                                                                                                                                                                                                                                                                                                         |
| g. Severance        | For purposes of determining eligibility for  severance, “termination for cause” shall include, without limitation,  termination of employment due to poor performance, misconduct, or corporate  financial difficulties, each as determined by the Company.  In the event that your employment is  terminated without cause, you shall be eligible to receive the following  severance terms: |

 
| Employment Agreement | Initials |   | / |   |   |
|----------------------|----------|--------|---|--------|--------|
| Padraig Stapleton    |     |

 

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1.                                       Continuationof salary. Three (3) months of your then current base salary, less applicable withholdings,to be divided into six and 1⁄2 (6 1/2) equal payments paid in regular biweeklypayroll periods, in accordance with regular payroll practices, over a period ofthree months following termination of your employment.

 

2.                                       COBRAreimbursement for continued benefits coverage (medical, dental and vision) atthe level of coverage in effect upon termination of your employment for aperiod of three (3) months.

 

3.                                       Accelerated vesting of three (3) monthsof unvested stock options held by you pursuant to the terms of any writtenstock options agreements granted to you as of the date of termination of youremployment.

 

4.                                       TheCompany will continue to provide Officers’ indemnification, subject to theterms and conditions of the Company’s Directors and Officers Insurance Policy,as amended from time to time at the sole discretion of the Company, and thewritten Indemnification Agreement entered into between you and the Company, forthe term of your employment.

 

5.                                       Upon termination of your employment, youshall also be eligible to receive any additional non-monetary termination orseverance benefits (not to include health and welfare benefits) then offered bythe Company to all employees of the Company upon termination of theiremployment, subject to the same terms and conditions applicable to such otheremployees.

 

In the event oftermination for cause, as determined by the Company in its sole discretion, theCompany shall not have any obligations for severance, payments, or benefits toyou, other than as required by law. Additionally, by signing below, you acknowledge and agree that you shallnot be eligible for the above described severance benefits due to a change inthe terms and conditions of your employment, including, but not limited to, dueto a change in your title, compensation, benefits, reporting structure,location of work, or duties and responsibilities.  Similarly, you shall not be eligible for the above-referencedseverance in the event of a Company wind-down, shut-down, or bankruptcy..

 

**At-WillEmployment.**  Youshould be aware that your employment with the Company is for no specifiedperiod and constitutes “at-will” employment. As a result, you are free to terminate your employment at anytime, forany reason or for no reason.  Similarly,the Company is free to terminate its employment relationship with you at anytime, with or without cause, and with or without notice.

 

**Confidentiality.**  You shall continue to be governed by theterms of the Employment & Proprietary Agreement, Non-Disclosure and ConfidentialityAgreement and the Indemnification Agreement between the Company and yourself.You should advise the CEO in writing of any conflict or potential conflict orsubmit to the CEO for determination of any potential conflict of interestduring your employment and covered subsequent period.

 

**CompanyPolicies**.  As aCompany employee, you will continue to be expected to abide by the Company’srules and standards.  By signing belowyou reaffirm the acknowledgement form that you have previously signed statingthat you have read and understand the Company’s rules of conduct, which areincluded in the Company Handbook, and agree to continue to abide by such rulesof conduct.  By signing below you alsoreaffirm that you have read and understand the Company’s rules of

 

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conduct set forth in the Company’s Code of Conduct and Ethics and agreeto continue to abide by such rules of conduct.

 

To accept this offer, please sign and date this letter in the spaceprovided below.  A duplicate record isenclosed for your records.  This letter,including, but not limited to, its at-will employment provision, may not bemodified or amended except by a written agreement signed by the Chief ExecutiveOfficer and you.  .

 

I hope that you will accept the terms and we can work to further thegoals and ensure the success of the Company.

 
| Sincerely,     |   |
|----------------|--------|
|           |   |
|           |   |   |
| Erwin Leichtle | Date   |

 

o            I have received and reviewed theterms of this Employment Agreement.

 

o            I accept the terms of this EmploymentAgreement.

 
|              |   |
|-------------------|--------|
| Padraig Stapleton | Date   |

 

 

 

CC: HR

 

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