Your
employment with Proxim Wireless Corporation (“Proxim”) is “at
will.” It is for no specified period and may be terminated by you or
Proxim at any time, with or without cause or advance notice.
However,
if, within three (3) months after a Change of Control (as defined below), either
(a) Proxim terminates your employment without Cause (as defined below) or (b)
you terminate your employment after Proxim significantly reduces your
compensation (other than as part of a general salary reduction applicable to all
employees of Proxim) or roles and responsibilities without Cause and does not
cure such reduction within fifteen (15) days of written notice from you, Proxim
will pay you an amount equal to three (3) months of your base salary upon your
providing a release of claims to Proxim (in form and substance acceptable to
Proxim).
As used
in this letter:
“Cause” shall mean
(a) your unauthorized use or disclosure of any confidential information or
trade secrets of Proxim or any of its affiliates, (b) your material breach
of any agreement between you and Proxim, (c) your material failure to
comply with Proxim’s written policies or rules, (d) your conviction of, or
your plea of “guilty” or “no contest” to, a felony or any misdemeanor involving
moral turpitude, deceit, dishonesty, or fraud under the laws of the United
States or any state, (e) your gross negligence or willful misconduct,
(f) your continuing failure to perform assigned duties after receiving
written notification of the failure from your immediate supervisor or Proxim’s
CEO, or (g) your failure to cooperate in good faith with a governmental or
internal investigation of Proxim or its affiliates, directors, officers or
employees, if Proxim has requested your cooperation.
“Change of Control”
shall mean (a) the completion of a merger or consolidation of Proxim with
any other entity (other than a merger or consolidation which would result in the
shareholders of Proxim immediately prior thereto continuing to own (either by
remaining outstanding or by being converted into voting securities of the
surviving entity or its parent) more than 50% of the combined voting power of
the voting securities of Proxim or such surviving entity (or its parent)
outstanding immediately after such merger or consolidation), (b) the sale
of substantially all of Proxim’s assets to another entity, or (c) the sale
of more than 50% of the outstanding capital stock of Proxim to an unrelated
person or group of persons acting collectively in one or a series of
transactions.