EXHIBIT 10.45
May 4, 2005
Xxxxxx X. Xxxxxx
x/x XXXXX, Xxx.
Xxxxx 000
0000 Xxxx Xxxxxxx Xxxx
Xxxxxxx, XX 00000
Re: Amendment to Employment Agreement
Dear Xxxxx:
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/ Xxxxxxx X. Xxxxxxxxx
----------------------------
Xxxxxxx X. Xxxxxxxxx,
Chairman of the Compensation
Committee of the Board of Directors
ACKNOWLEDGED AND AGREED:
/S/ Xxxxxx X. Xxxxxx
----------------------------
Xxxxxx X. Xxxxxx, Chairman and
Chief Executive Officer
