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): April 9, 2009

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):

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

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

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

[  ]  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 April 9, 2009, Thomas S. Twerdahl, Interim Chief Financial Officer, signed a letter agreement with Proxim Wireless Corporation.  That letter agreement confirms that Mr. Twerdahl’s employment by Proxim is for no specified period and may be terminated by him or Proxim at any time, with or without cause or advance notice.

However, the letter agreement provides that if, within three (3) months after a change of control (as defined in the letter agreement), either (a) Proxim terminates Mr. Twerdahl’s employment without cause (also as defined in the letter agreement) or (b) Mr. Twerdahl terminates his employment after Proxim significantly reduces his compensation (other than as part of a general salary reduction applicable to all employees of Proxim) or roles and responsibilities without cause and does not cure such reduction within fifteen (15) days of written notice from him, Proxim will pay Mr. Twerdahl an amount equal to three (3) months of his base salary upon him providing a release of claims to Proxim (in form and substance acceptable to Proxim).

The foregoing description of the letter agreement with Mr. Twerdahl does not purport to be complete and is qualified in its entirety by the terms and conditions of that letter agreement, a copy of which is filed as Exhibit 10.1 to this Form 8-K and 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: April 14, 2009	By:	/s/ David L. Renauld
		David L. Renauld
		Vice President

EXHIBIT INDEX
 

Number	Title
10.1	Letter Agreement between the Registrant and Thomas S. Twerdahl dated April 9, 2009.

2

EX-99.1

Exhibit 99.1

1561 Buckeye Drive, Milpitas, CA  95035 USA

Phone (408) 383-7600 l Fax (408) 383-7680 l  www.proxim.com

April 9, 2009

Tom Twerdahl

California, USA

Re:           Change of Control Severance Agreement

Dear Tom,

Your employment with Proxim Wireless Corporation (“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.

However, if, within three (3) months after a Change of Control (as defined below), either (a) Proxim terminates your employment without Cause (as defined below) or (b) you terminate your employment after Proxim significantly reduces your compensation (other than as part of a general salary reduction applicable to all employees of Proxim) or roles and responsibilities without Cause and does not cure such reduction within fifteen (15) days of written notice from you, Proxim will pay you an amount equal to three (3) months of your base salary upon your providing a release of claims to Proxim (in form and substance acceptable to Proxim).

As used in this letter:

“Cause” shall mean (a) your unauthorized use or disclosure of any confidential information or trade secrets of Proxim or any of its affiliates, (b) your material breach of any agreement between you and Proxim, (c) your material failure to comply with Proxim’s written policies or rules, (d) your conviction of, or your plea of “guilty” or “no contest” to, a felony or any misdemeanor involving moral turpitude, deceit, dishonesty, or fraud under the laws of the United States or any state, (e) your gross negligence or willful misconduct, (f) your continuing failure to perform assigned duties after receiving written notification of the failure from your immediate supervisor or Proxim’s CEO, or (g) your failure to cooperate in good faith with a governmental or internal investigation of Proxim or its affiliates, directors, officers or employees, if Proxim has requested your cooperation.

“Change of Control” shall mean (a) the completion of a merger or consolidation of Proxim with any other entity (other than a merger or consolidation which would result in the shareholders of Proxim immediately prior thereto continuing to own (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) more than 50% of the combined voting power of the voting securities of Proxim or such surviving entity (or its parent) outstanding immediately after such merger or consolidation), (b) the sale of substantially all of Proxim’s assets to another entity, or (c) the sale of more than 50% of the outstanding capital stock of Proxim to an unrelated person or group of persons acting collectively in one or a series of transactions.

Very truly yours,

/s/ Pankaj S. Manglik

Pankaj S. Manglik

President & CEO

Agreed:

/s/ Thomas S. Twerdahl

Tom Twerdahl