EXHIBIT 10.22
April 29, 2001
Mr. Martin Singer
3927 Snowbird Lane
Northbrook, IL 60062
Dear Marty,
The Board of Directors of PCTEL, Inc. ("PCTEL") desired to expand your
consulting responsibilities in addition to your role as our Non-Executive
Chairman of the Board. We believe that your skills, expertise and knowledge of
the communications industry will be a great asset to PCTEL. This letter sets
forth the terms and conditions of your consultancy with us.
In your expanded role, you will be responsible for providing the services
set forth in Exhibit A to this letter (the "Services"). The compensation to
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which you are entitled for performing the Services is also set forth in Exhibit
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A.
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By accepting this offer, you agree that all materials, inventions,
improvements, and trade secrets which relate in any manner to the business of
PCTEL conceived or discovered by you in performing the Services hereunder,
solely or in collaboration with others, are the sole property of PCTEL.
Your consultancy will commence on the date you accept this offer, as
indicated below, and will continue until the earlier of (i) final completion of
the Services or (ii) termination of the consultancy by you or by PCTEL. Your
consultancy is completely "at-will" and, as a result, you are free to terminate
the relationship at any time, for any reason, or for no reason. Similarly,
PCTEL is free to terminate the relationship with you at any time, for any reason
or for no reason.
The laws of the State of California shall govern this offer. This letter
sets forth the entire agreement between you and PCTEL and supersedes any prior
agreements, whether written or oral, with respect to your consultancy. No
waiver, alteration, or modification of any of the provisions of this letter
shall be binding unless in writing and signed by you and a duly authorized
representative of PCTEL.
On behalf of the Board of Directors, I thank you for your continued
commitment and support of PCTEL. Should you have any questions about this
letter, please do not hesitate to call me or Tom Capizzi, our V.P. Human
Resources & Administration, at (408) 965-2100. If the foregoing terms are
agreeable, please indicate your acceptance of this offer by signing the letter
in the space provided below and returning this letter to PCTEL.
ACKNOWLEDGED AND AGREED TO: Sincerely,
/s/ Martin A. Singer
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Martin A. Singer
William F. Roach
Date: May 6, 2001 President and Chief Executive Officer
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EXHIBIT A
SERVICES AND COMPENSATION
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1. Services. Martin A. Singer ("Consultant") will render to PCTEL the
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following Services:
(a) Consultant will help PCTEL to obtain a favorable resolution to the
outstanding litigation with Smart Link Ltd. and Smart Link Technologies, Inc.
(collectively, "Smart Link") and the claims asserted by Dr. Brent Townshend
regarding our intellectual property (the "Litigation Matters").
(b) Consultant will continue to train employees of PCTEL how to use
Experience Curve, a statistics program that Consultant has introduced to PCTEL.
Consultant will also support executive team in the use of this program
throughout PCTEL.
2. Compensation.
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(a) For his services relating to the Litigation Matters, PCTEL shall pay
Consultant on a monthly basis the sum of $13,500 and upon successful completion
of this agreement the remaining portion of the agreed upon figure of $80,000
shall be paid in a lump sum payment to the Consultant. In the event the
consultancy is terminated prior to completion of the Services related to the
Litigation Matters, in which event Consultant and PCTEL shall agree upon a
prorated amount. In addition to the above payment, PCTEL shall make bonus
payments to Consultant if Consultant contributes substantially to the
achievement of the objectives set forth in the table below, as determined by a
majority of the other Board of Directors of PCTEL:
Objective Bonus Payment
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1) Execution of a settlement agreement with Smart Link and avoidance of trial $10,000
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2) Execution of a settlement agreement with Smart Link at 2-3% of the resale prices $10,000
for HSP and V90
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3) Execution of a settlement agreement with Dr. Townshend at less than 3% of the $10,000
resale prices of PCTEL products
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4) Execution of a settlement agreement with Dr. Townshend at less than 2% of resale $10,000
prices of PCTEL products
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(b) For professional services relating to Experience Curve, PCTEL shall pay
Consultant $2,500 per day for up to a maximum of 10 days. With the support of
the Consultant, if PCTEL is successful in achieving cost reduction from Silicon
Labs in 2001, PCTEL shall pay Consultant an additional bonus of $10,000.
(c) PCTEL shall reimburse Consultant for all reasonable travel and living
expenses incurred by Consultant in performing Services pursuant to this
Agreement, provided Consultant receives written consent from an authorized agent
of PCTEL prior to incurring such expenses.
(d) Consultant shall submit all statements for services and expenses in a
form prescribed by PCTEL every two (2) weeks and such statements shall be
approved by the Chief Executive Officer or Chief Financial Officer of PCTEL.
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