May 9, 2001
Mr. Jonathan Zakin
Chief Executive Officer
Western Multiplex Corporation
1196 Borregas Avenue
Sunnyvale, California 94089
Dear Jon:
This will confirm our agreement to amend the Amended and Restated
Employment and Co-Investment Agreement (the "Original Agreement"), dated as of
October 31, 1999, among Ripplewood Partners L.P. ("Ripplewood"), WMC Holding
L.L.C. (formerly, WMC Holding Corp.) ("WMC"), Seaview Holdings, L.L.C.
("Seaview"), Western Multiplex Corporation ("Western Multiplex") and you, as set
forth below. Capitalized terms used but not defined in this letter have the
meanings set forth in the Original Agreement.
1. Section 1.01(d)(i) of the Original Agreement is amended to raise your
Salary from $50,000 per annum to a rate of $500,000 per annum, commencing
on July 1, 2001.
2. In addition, effective January 2, 2001 and for the remainder of the
term of your employment by Western Multiplex, you shall be entitled to
receive a target bonus award of 75% of Salary (i.e. $375,000) based upon
the achievement of performance targets established by the Western
Multiplex Board of Directors (the "Bonus"). The Bonus, if any, shall be
paid by Western Multiplex pursuant to the terms of the Western
Multiplex's established cash incentive bonus plan as approved by the
Board of Directors."
3. Section 1.01(d)(ii) of the Original Agreement is amended to read,
"Other than Salary described in clause (i) and the Bonus described in the
letter dated May 9, 2001..."
4. Western Multiplex has granted you options to purchase 900,000 shares
of Western Multiplex Class A Common Stock (the "WMUX Options") under the
terms of the Company's 1999 Stock Incentive Plan. The WMUX Options are
subject to the terms of the 1999 Stock Incentive Plans as well as the
terms set forth below:
(a) The WMUX Options shall vest and become exercisable on January
1, 2004 (or thereafter as set forth below) if you are a Western
Multiplex employee through that date, per the following schedule:
(i) 300,000 WMUX Options shall vest and become exercisable on
January 1, 2004 if on or before that date the Closing Price of
the Common Stock has equaled or exceeded $12.50 on at least 55 of
any 65 consecutive Trading Days (the "Measurement Period"); and
shall otherwise vest and become exercisable thereafter on the
date that the Closing Price of the Common Stock has equaled or
exceeded $12.50 for the Measurement Period if you remain employed
through such date;
(ii) an additional 300,000 WMUX Options shall vest and become
exercisable on January 1, 2004 if on or before that date the
Closing Price of the Common Stock has equaled or exceeded $17.50
for the Measurement Period; and shall otherwise vest and become
exercisable thereafter on the date that the Closing Price of the
Common Stock has equaled or exceeded $12.50 for the Measurement
Period if you remain employed through such date; and
(iii) the final 300,000 WMUX Options shall vest and become
exercisable on January 1, 2004 if on or before that date the
Closing Price of the Common Stock has equaled or exceeded $22.50
for the Measurement Period; and shall otherwise vest and become
exercisable thereafter on the date that the Closing Price of the
Common Stock has equaled or exceeded $22.50 for the Measurement
Period if you remain employed through such date.
Notwithstanding the vesting schedule set forth above, all of the WMUX
Options shall become vested and exercisable upon the earlier of (i) a
Change in Control of Western Multiplex or (ii) on January 2, 2008 if you
have remained continuously employed by the Western Multiplex through
January 2, 2008.
(b) The WMUX Options shall have an exercise price of $7.00.
(c) For purposes of this Letter, (i) the term "Closing Price"
shall mean the last reported sales price regular way or, in case no such
reported sale takes place on such day, the average of the reported
closing bid and asked prices regular way, in either case on the
principal national securities exchange or automated quotation system on
which the Common Stock is listed and admitted to trading; and (ii) the
term "Trading Day" shall mean a day on which the principal national
securities exchange or automated quotation system on which the Common
Stock is listed and admitted to trading is open and the securities
listed on such exchange or quotation system may be traded on such
exchange or quotation system.
5. The other terms of the Original Agreement shall be unaffected by this
letter.
6. This letter may be executed in one or more counterparts.
* * *
If the foregoing accurately sets forth your understanding, kindly
sign and return a copy of this letter, whereupon it shall be a binding
agreement among us, effective as of the date set forth above.
Sincerely yours,
WMC HOLDING L.L.C.
By: /s/ Jeffrey M. Hendren
-------------------------
Name: Jeffrey M. Hendren
Title: Secretary
WESTERN MULTIPLEX CORPORATION
By: /s/ Amir Zoufonoun
-------------------------
Name: Amir Zoufonoun
Title: President & COO
Solely for purposes of Section 14.01 Of the Original Agreement:
RIPPLEWOOD PARTNERS, L.P.
By: /s/ Jeffrey M. Hendren
-------------------------
Name: Jeffrey M. Hendren
Title: Managing Director
Agreed and accepted:
SEAVIEW HOLDINGS, L.L.C.
By: /s/ Jonathan N. Zakin
-------------------------
Name: Jonathan N. Zakin
Title: Manager
/s/ Jonathan N. Zakin
-------------------------
Jonathan N. Zakin
Employment and Co-Investment Agreement - Ripplewood Partners LP, WMC Holding LLC, Seaview Holdings LLC, Western Multiplex Corp. and Jonathan Zakin
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