Severance Agreement between P-Com, Inc. and Daniel W. Rumsey dated April 4, 2003

Summary

This agreement between P-Com, Inc. and Daniel W. Rumsey outlines the terms for severance if Mr. Rumsey's employment ends due to an involuntary termination. If terminated involuntarily, he will receive severance pay equal to his annual base salary, paid over twelve months, and his unvested stock options will continue to vest and remain exercisable for one year. If terminated for cause, no severance benefits are provided. The agreement specifies what constitutes an involuntary termination, including certain changes in job responsibilities or salary.

EX-10.132 6 v01349_ex10-132.txt P-COM, INC. 3175 S. Winchester Boulevard Campbell, CA 95008 U.S.A. April 4, 2003 Daniel W. Rumsey Chief Financial Officer General Counsel P-Com, Inc. 3175 South Winchester Blvd. Campbell, CA 95008 Re: Severance Agreement Dear Dan: As we discussed, this will acknowledge our agreement whereby in the event your employment with the P-Com, Inc. terminates at any time after the date hereof by reason of an Involuntary Termination, you shall be entitled to severance equal to the higher of your annual base salary on the date hereof, or your annual base salary on the date of your Involuntary Termination (in either event, your "Base Salary"), which Base Salary shall be paid in a series of successive biweekly installments over the twelve month period measured from the date of your Involuntary Termination. For purposes of this Agreement, an Involuntary Termination shall mean the termination of your employment with P-Com (or successor) (i) involuntarily upon your discharge or dismissal; (ii) or voluntarily upon your resignation following (a) a change in level of management to which you report, (b) a decrease or material change in your responsibilities; or (c) a reduction in your Base Salary. In addition, in the event of an Involuntary Termination, your unvested options to purchase common stock of P-Com shall continue to vest and such options plus options already vested but unexercised as of the date of your Involuntary Termination shall continue to be exercisable in accordance with P-Com's 1995 Stock Option/Stock Issuance Plan from the date of Involuntary Termination to the first anniversary date thereof. In the event your employment hereunder is terminated for cause, no severance benefits shall be provided to you under this letter agreement. Please indicate your acceptance of the foregoing provisions of this letter agreement by signing in the space set forth below, and returning a copy hereof to P-Com. Sincerely, ACCEPTED AND AGREED TO: P-Com, Inc. Daniel W. Rumsey By: /s/ George Roberts /s/ Daniel Rumsey -------------------------------- ---------------------------------------- George Roberts Chairman and CEO