Amendment to Employment Agreement between PCTEL, Inc. and Martin H. Singer (May 4, 2005)

Summary

PCTEL, Inc. and Martin H. Singer have agreed to amend Singer's Employment Agreement. The amendment replaces the previous two-year Stretch Bonus with a new yearly "stretch" bonus, starting in fiscal 2005. This bonus will be based on performance goals set annually by the Compensation Committee and Board of Directors, focusing on the company's revenue and earnings targets. The letter serves as a formal amendment to the original Employment Agreement, effective upon Singer's acceptance.

EX-10.45 2 c95115exv10w45.txt LETTER AGREEMENT EXHIBIT 10.45 May 4, 2005 Martin H. Singer c/o PCTEL, Inc. Suite ###-###-#### West Higgins Road Chicago, IL 60631 Re: Amendment to Employment Agreement Dear Marty: As you know, the Compensation Committee of the Company's Board of Directors recently restructured the Stretch Bonus component of your Employment Agreement by eliminating the rolling two-year Stretch Bonus currently in place for 2004/2005 and replacing it with an ongoing yearly "stretch" bonus beginning in fiscal 2005. This yearly "stretch" bonus will be based on performance goals established by the Compensation Committee to recognize substantial overachievement by the Company of planned revenue and planned EBTA (earnings before taxes, amortization of intangible charges for goodwill and depreciation of assets and amortization of stock-based compensation charges). The specific terms and conditions of this yearly "stretch" bonus plan will be determined annually by the Compensation Committee and the Board of Directors. This yearly "stretch" bonus will replace the defined concept of the "Stretch Bonus" wherever it appears in your Employment Agreement. By acknowledging and accepting this letter below, you agree that this letter will constitute an amendment to your Employment Agreement. Very truly yours, PCTEL, INC. /S/ Richard C. Alberding ---------------------------- Richard C. Alberding, Chairman of the Compensation Committee of the Board of Directors ACKNOWLEDGED AND AGREED: /S/ Martin H. Singer - ---------------------------- Martin H. Singer, Chairman and Chief Executive Officer