Exhibit
10.34


 





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 the
written Employment and Proprietary Agreement, Non-Disclosure and
Confidentiality Agreement entered into by you and the Company, the written
Indemnification Agreement entered into by you and the Company, and the written
stock option agreements entered into by you and the Company and identified in
the attached Personnel Summary) set forth the terms of your employment with the
Company and supercede and replace all previous oral and/or written agreements
between interWAVE Communications International Ltd. (Company), its subsidiaries
and 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 your
employment 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.                                       Continuation
of 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 biweekly
payroll periods, in accordance with regular payroll practices, over a period of
three months following termination of your employment.


 


2.                                       COBRA
reimbursement for continued benefits coverage (medical, dental and vision) at
the level of coverage in effect upon termination of your employment for a
period of three (3) months.


 


3.                                       Accelerated vesting of three (3) months
of unvested stock options held by you pursuant to the terms of any written
stock options agreements granted to you as of the date of termination of your
employment.


 


4.                                       The
Company will continue to provide Officers’ indemnification, subject to the
terms 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 the
written Indemnification Agreement entered into between you and the Company, for
the term of your employment.


 


5.                                       Upon termination of your employment, you
shall also be eligible to receive any additional non-monetary termination or
severance benefits (not to include health and welfare benefits) then offered by
the Company to all employees of the Company upon termination of their
employment, subject to the same terms and conditions applicable to such other
employees.


 


In the event of
termination for cause, as determined by the Company in its sole discretion, the
Company shall not have any obligations for severance, payments, or benefits to
you, other than as required by law. 
Additionally, by signing below, you acknowledge and agree that you shall
not be eligible for the above described severance benefits due to a change in
the terms and conditions of your employment, including, but not limited to, due
to 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-referenced
severance in the event of a Company wind-down, shut-down, or bankruptcy..


 


At-Will
Employment.  You
should be aware that your employment with the Company is for no specified
period and constitutes “at-will” employment. 
As a result, you are free to terminate your employment at anytime, for
any reason or for no reason.  Similarly,
the Company is free to terminate its employment relationship with you at any
time, with or without cause, and with or without notice.


 


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


 


Company
Policies.  As a
Company employee, you will continue to be expected to abide by the Company’s
rules and standards.  By signing below
you reaffirm the acknowledgement form that you have previously signed stating
that you have read and understand the Company’s rules of conduct, which are
included in the Company Handbook, and agree to continue to abide by such rules
of conduct.  By signing below you also
reaffirm 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 agree
to continue to abide by such rules of conduct.


 


To accept this offer, please sign and date this letter in the space
provided below.  A duplicate record is
enclosed for your records.  This letter,
including, but not limited to, its at-will employment provision, may not be
modified or amended except by a written agreement signed by the Chief Executive
Officer and you.  .


 


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


 


	
  Sincerely,

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Erwin Leichtle

  	
  Date

  



 


o            I have received and reviewed the
terms of this Employment Agreement.


 


o            I accept the terms of this Employment
Agreement.


 


	
   

  	
   

  
	
  Padraig Stapleton

  	
  Date

  



 


 


 


CC: HR


 


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