telephone number, including area code:
name or former address, if changed since last
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
[ ] Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
[ ] Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
[ ] Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
[ ] Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
into a Material Definitive Agreement.
5.02. Departure of Directors or
Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
On April9, 2009, Thomas S. Twerdahl, Interim Chief Financial Officer, signed a letter
agreement with Proxim Wireless Corporation. That letter agreement
confirms that Mr. Twerdahl’s employment by Proxim is for no specified period and
may be terminated by him or Proxim at any time, with or without cause or advance
the letter agreement provides that if, within three (3) months after a change of
control (as defined in the letter agreement), either (a) Proxim terminates Mr.
Twerdahl’s employment without cause (also as defined in the letter agreement) or
(b) Mr. Twerdahl terminates his employment after Proxim significantly reduces
his 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 him,
Proxim will pay Mr. Twerdahl an amount equal to three (3) months of his base
salary upon him providing a release of claims to Proxim (in form and substance
acceptable to Proxim).
foregoing description of the letter agreement with Mr. Twerdahl does not purport
to be complete and is qualified in its entirety by the terms and conditions of
that letter agreement, a copy of which is filed as Exhibit 10.1 to this
Form 8-K and which is incorporated by reference.