8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (date of earliest event reported): October 9, 2008

PROXIM WIRELESS CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	000-29053	04-2751645
(State or other jurisdiction of incorporation)	(Commission file number)	(IRS employer identification no.)

1561 Buckeye Drive, Milpitas, CA	95035
(Address of principal executive offices)	(Zip code)

Registrant’s telephone number, including area code: (408) 383-7600

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01.  Entry into a Material Definitive Agreement.

Item 5.02  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 9, 2008, Thomas S. Twerdahl signed a letter employment agreement with Proxim Wireless Corporation in connection with Mr. Twerdahl recently becoming Proxim’s Interim Chief Financial Officer and Interim Treasurer.  He will also serve in similar positions for Proxim’s selected subsidiaries.  The employment agreement establishes an at-will employment relationship.

Mr. Twerdahl will initially report to Pankaj Manglik, Proxim’s Chief Executive Officer.  His principal office location will be at Proxim’s headquarters in Milpitas, California, but he may be expected to travel from time to time.  Mr. Twerdahl’s annual base salary was increased to $175,000 subject to future adjustment.  Mr. Twerdahl is eligible to receive an annual bonus with a target annual bonus of $50,000.  In addition, Proxim agreed to pay Mr. Twerdahl $25,000 within two weeks after March 31, 2009 so long as he continues to be a full-time employee of Proxim through and including March 31, 2009 (or if his employment is terminated without cause by Proxim on or prior to that date).  Mr. Twerdahl is also entitled to participate in Proxim’s normal benefit programs.  Mr. Twerdahl has signed our standard employee agreement for confidential and proprietary information, intellectual property, non-competition, and non-solicitation.

The letter employment agreement contemplates Mr. Twerdahl being granted an option to purchase 15,000 shares of Proxim’s common stock with an exercise price equal to the fair market value of Proxim’s stock on the date of grant.  The options were granted by Proxim on October 10, 2008 with an exercise price of $0.18 per share, the fair market value of Proxim’s common stock on that date.  The options were granted pursuant to Proxim’s standard incentive stock option agreement for executive officers.  The options vest over three years with 34% of the grant vesting on the first annual anniversary of the date of grant and thereafter as to 8 ¼% on the first day of each January, April, July, and October until the option has vested in full.  The option agreement provides that, upon a change of control, 50% of all unvested stock options will automatically vest.  The options have a five year term.

The foregoing description of the letter employment agreement and stock option agreement with Mr. Twerdahl does not purport to be complete and is qualified in its entirety by the terms and conditions of that letter employment agreement, a copy of which is filed as Exhibit 10.1 to this Form 8-K, and of the Proxim standard executive officer stock option agreement, a form of which was filed as Exhibit 10.2 to the Form 8-K filed by Proxim with the SEC on August 4, 2006, and each of which is incorporated by reference.

 Item 9.01  Financial Statements and Exhibits.

(d)           Exhibits

See Exhibit Index.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	PROXIM WIRELESS CORPORATION
Dated: October 14, 2008	By:	/s/ David L. Renauld
		David L. Renauld
		Vice President

2 

EXHIBIT INDEX

Number	Title
10.1	Letter Employment Agreement between the Registrant and Thomas S. Twerdahl dated October 9, 2008.

3

EX-10.1

Exhibit 10.1

October 9, 2008

Mr. Thomas S. Twerdahl

Dear Tom:

I am pleased that you have accepted our offer to serve as Interim Chief Financial Officer and Interim Treasurer for Proxim Wireless Corporation.  In that position, you will also serve as Interim Chief Financial Officer and Interim Treasurer of Proxim’s selected subsidiaries from time to time.  You will initially report to the Chief Executive Officer of Proxim.  Your primary work location will be Proxim’s headquarters in Milpitas, California but you may be expected to travel from time to time due to your job responsibilities.

Your base salary will be increased to $175,000 annually to be paid bi-weekly, less deductions authorized or required by law.  You will be eligible for enrollment in our benefit programs as well as participation in an executive bonus program based on criteria established by the Board of Directors of Proxim.  Your target bonus will be $50,000 annually subject to pro-ration for partial years in this new position.  In addition, Proxim will pay you $25,000 (less deductions authorized or required by law) within two weeks after March 31, 2009 so long as you continue to be a full-time employee of Proxim through and including March 31, 2009 (or if your employment is terminated without cause by Proxim on or prior to that date).

A recommendation will be made to the Board of Directors of Proxim that you be granted an option to purchase an additional 15,000 shares of Proxim's common stock.  The exercise price will be set on the date the option grant is approved.  Any award will be subject to all the terms and conditions of Proxim's applicable Stock Plan and the stock option agreement given to you.

Proxim offers a co-paid health, dental, and visual medical coverage plan for you and your family members, if applicable, as well as other benefits such as vacation, holiday pay, and 401(k).  You will continue to be eligible to participate in Proxim’s typical employee benefits programs.

As an employee of Proxim, you will have access to certain company confidential information and you may during the course of your employment develop certain information or inventions, which will be the property of Proxim.  Thus, to protect the interests of Proxim, as a condition to your employment, you will be required to sign our standard employee agreement for confidential and proprietary information and intellectual property.  This agreement must be signed without modification (“as is”).  If desired, a copy is available for review prior to signing your offer letter.  You also will be subject to the other policies and procedures of Proxim applicable to its other employees as in effect from time to time.  For example, you will have to provide employment eligibility verification and your employment may require drug testing some time in the future.

Mr. Thomas S. Twerdahl

October 9, 2008

Your employment with Proxim is “at will.”  It is for no specified period and may be terminated by you or Proxim at any time, with or without cause or advance notice.  Further, Proxim may change your compensation, duties, assignments, responsibilities, or location of your position at any time to adjust to the changing needs of our dynamic company.

Proxim may provide you with one or more types of equipment to help you perform your duties for the company, including, but not limited to, computers, cellular telephones, and wireless messaging devices.  Please understand that it is your obligation to take proper care of all such equipment during your employment and to return such equipment to Proxim in good working order immediately upon the termination of your employment with Proxim for any reason.

This letter agreement and the other agreements referred to above constitute the entire agreement between you and Proxim regarding the terms and conditions of your employment with Proxim, and these agreements supersede all prior negotiations, representations, or agreements, whether written or verbal, between you and any other party, if any.  This agreement cannot be modified or amended except by a document signed by the CEO of Proxim.

We are very excited that you have accepted our offer of promotion and look forward to a long and prosperous relationship.  I have no doubt that your experience, skill and professionalism will mutually benefit both you and Proxim.  Please sign in the space below to formalize your acceptance and return this letter to Human Resources by hand or via fax at (408) 392-4264. I look forward to hearing from you as soon as possible.

Sincerely,

/s/ Pankaj Manglik

Pankaj Manglik

Chief Executive Officer

I agree to and accept employment with Proxim Wireless Corporation on the terms and conditions set forth in this letter.

/s/ Thomas S. Twerdahl	10/9/08
Name:  Thomas S. Twerdahl	Date