EXHIBIT 10.49
[PC TEL (TM) LOGO]
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August 18, 2005
Biju Nair
6414 RFD Blue Stem Court
Long Grove, IL 60047
Subject: Severance Benefits
Dear Biju:
The offer letter that PCTEL and you signed in January 2002 provides that any
changes, additions or modifications to the terms of your employment can only be
made in writing signed by both parties. I am pleased to extend to you the below
severance benefits, which shall be effective upon receipt of approval from
PCTEL, Inc.'s Board of Directors and your written acceptance of this letter.
Severance
(a) Termination Following a Change of Control. If Employee's
employment is terminated within twelve (12) months following a Change of
Control, the severance and other benefits to which Employee is entitled, if any,
shall be governed by the Management Retention Agreement (which includes the
definition of Change of Control).
(b) Termination by Company Without Cause and Apart From Change
of Control. If, either prior to the occurrence of a Change of Control or after
the twelve (12) month period following a Change of Control, Employee's
employment is terminated (i) involuntarily by the Company for reasons other than
Cause, death or Disability or (ii) by Employee pursuant to a Voluntary
Termination for Good Reason, then Employee shall be entitled to receive the
following benefits from the Company:
(i) Salary Continuation. Employee shall receive
continuation of Employee's then current Base Salary for a period of 12 months
following Employee's termination of employment by the Company for reasons other
than Cause. All such severance payments shall be paid in accordance with the
Company's normal payroll practices. Such continuation of Employee's Base Salary
shall be in lieu of any and all other benefits which Employee is entitled to
receive on the date of Employee's termination of employment pursuant to any
Company severance and benefit plans and practices or pursuant to other
agreements with the Company. Employee shall not be entitled to pro-rated payment
of an annual bonus.
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(ii) Benefits. Employee shall receive one hundred percent
(100%) of Company-paid health, dental and vision insurance benefits at the same
level of coverage as was provided to Employee immediately prior to Employee's
termination of employment by the Company for reasons other than Cause
("Companv-Paid Coverage"). If such coverage included Employee's dependents
immediately prior to Employee's termination, such dependents shall also be
covered at the Company's expense. Company-Paid Coverage shall continue until the
earlier of (i) 12 months following the date of Employee's termination by the
Company for reasons other than Cause (the "Termination Date"), and (ii) the date
upon which Employee or Employee's dependents become covered under another
employer's group health, dental and vision insurance benefit plans. If Employee
has not become covered under another employer's group health, dental and vision
insurance benefit plans on or by 18 months following the Termination Date,
Employee may, for the period from and after the Termination Date, independently
obtain health, dental and vision insurance benefits comparable in the aggregate
in scope and coverage to that provided by the Company to Employee immediately
prior to the Termination Date. In such event the Company shall reimburse
Employee for the cost of the premiums paid for such benefits until the earlier
of (i) 6 months following the termination of Company-Paid Coverage, and (ii) the
date upon which Employee or Employee's dependents become covered under another
employer's group health, dental and vision insurance benefit plans. For purposes
of Title X of the Consolidated Budget Reconciliation Act of 1985 ("COBRA"), the
date of the qualifying event for Employee and his or her dependents shall be the
Termination Date.
(iii) Partial Accelerated Vesting. All equity awards from
the Company then held by Employee shall partially accelerate, or if Employee is
then holding unvested shares, Company's right to repurchase the then-unvested
shares under each such equity award shall partially lapse, with respect to the
number of shares under each such award that would have become vested or been
released from such repurchase right under each respective equity award if
Employee's employment with the Company had continued for an additional 12 months
following Employee's effective termination date for reasons other than for
Cause.
(c) Other Termination. If Employee's employment is terminated
by the Company for Cause, or by Employee for any reason, including death or
Disability but other than pursuant to a Voluntary Termination for Good Reason,
then Employee shall not be entitled to receive the severance and other benefits
discussed above, but may be eligible for those benefits (if any) as may then be
established under the Company's severance and benefit plans and policies
existing at the time of such termination.
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In addition to the above, the purpose of this letter is to modify the fourth
paragraph that appears on page 2 of the January 2002 offer letter executed by
PCTEL on January 14, 2002 and by you on January 21, 2002, to read as follows:
"In the event of any dispute or claim relating to or arising out of our
employment relationship, you and the Company agree that all such disputes,
including but not limited to, claims of harassment, discrimination and wrongful
termination, shall be settled by arbitration held in Cook County, Illinois,
before the American Arbitration Association under its National Rules for the
Resolution of Employment Disputes, and pursuant to Illinois law. Both you and
the Company waive the right to a jury trial of such disputes or claims."
Except as provided above, all remaining provisions of the entire employment
agreement between us shall continue in full force and effect.
Please indicate your acceptance to the above and foregoing by signing and
returning to me the enclosed copy of this letter. Thank you.
Very truly yours,
/s/ Marty Singer
Marty Singer
Chairman and CEO
Accept and Agree to the above and foregoing this 18th day of August, 2005.
/s/ Biju Nair
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Biju Nair