Employment Agreement between AirNet Communications Corporation and Glenn A. Ehley (President and CEO)

Summary

This agreement outlines the terms of employment for Glenn A. Ehley as President and CEO of AirNet Communications Corporation. Mr. Ehley will receive a base salary of $250,000, a signing bonus of $60,000, and eligibility for various performance and acquisition bonuses. If terminated without cause or if he resigns for good reason, he is entitled to six months' severance pay, benefits, and accelerated stock option vesting. The agreement also details bonus structures tied to company sales and acquisitions, and specifies conditions under which severance is paid.

EX-10.11 3 b40832acex10-11.txt EMPLOYMENT AGREEMENT (GLENN A.EHLEY) AIRNET COMMUNICATIONS CORPORATION August 17, 2001 Mr. Glenn Ehley 2703 Barrow Drive Merritt Island, FL 32952 Dear Glenn, I am pleased to offer you the position as AirNet's President and CEO. You will not be a member of the Board of Directors. We are offering you the following compensation: Base Salary: $250,000 effective immediately CEO Singing Bonus: $60,000 payable by August 20, 2001 Severance Payment: Six months of Salary plus benefits (with mitigation) if a Termination occurs per Attachment 1. The company and the CEO will agree on a method under which the company is assured of repayment of any amounts due in mitigation of the CEO's severance payment. Acquisition Bonus: You will receive 10% of the acquisition bonus pool. The acquisition bonus pool will be approved by the Board in accordance with Attachment 2. Sales and CEO Bonus: You will receive an override bonus of .425% of all sales paid on a quarterly basis. In addition, a CEO bonus of up to $50,000 will be paid upon achievement of a Company plan to be agreed upon by the Board and the CEO. The Board, in its discretion, may grant the CEO bonuses in excess of the amounts described herein. -2- August 17, 2001 I am very much looking forward to working with you in this new and well-deserved position. Sincerely /s/ James Brown ----------------------------- James Brown Chairman of the Board Accepted: /s/ Glenn Ehley - -------------------------- Glenn Ehley -3- August 17, 2001 ATTACHMENT 1 If the Company (which term shall include all successors and assigns) terminates Glenn Ehley's ("Employee") employment without "Cause" or Employee terminates his employment for "Good Cause", the Company agrees to pay the Employee special severance pay equal to six (6) months of the Employee's base compensation plus benefits payable in lump sum within three (3) days of the date in which the Employee's employment was terminated, and that the Employee's next two years of stock options shall become immediately vested. For purposes of this Section "Cause" shall mean (i) an intentional bad faith act or omission, (ii) criminal act "Good Reason" shall mean, without the Employee's written consent, the occurrence of any of the following circumstances: (a) The Employee is assigned a new position, which entails a reduction in the nature of Employee's authority with respect to the operation of the Company's business; (b) a reduction in the Employee's annual base salary as in effect on this date; (c) The Company's requirement that the Employee's site of principal employment be more than twenty-five miles from the offices at which the Employee was principally employed on this date; or (d) The Employee is assigned duties inconsistent with the status of the position that the Employee held on this date, or an adverse alteration in the nature or status of the Employee's responsibilities or in the quality or amount of office accommodations or assistance provided to the Employee from those in effect on this date, which constitute a constructive demotion. -4- August 17, 2001 ATTACHMENT 2 AIRNET ACQUISITION BONUS PROGRAM -------------------------------- Acquisition Price Employee Share ----------------- -------------- Below $10mm 0% $10 - 20mm 6% $20 - 30mm 8% $30 - 40mm 10% Above $40mm 12% Cap on employee share of $7.2mm Employee share is a percentage of net proceeds paid to Series B Preferred shareholders