VP Sales - Employment Agreement

Exhibit 10.32



EMPLOYMENT AGREEMENT





THIS EMPLOYMENT AGREEMENT is made this 4th day of May, 1998, by and among FiveCom, Inc., a Massachusetts corporation with its principal place of business in Waltham, Massachusetts (hereinafter referred to as the "Company"), and James Mack of Sudbury, Massachusetts (hereinafter referred to as the "Employee").



WHEREAS, the Company desires to employ the Employee; and



WHEREAS, the Employee desires to serve in the employ of the Company on a full-time basis for the period provided in this Employment Agreement (hereinafter referred to as the "Agreement") on the terms and conditions hereinafter set forth; and



WHEREAS, the Company and the Employee wish to set forth the terms and conditions under which such employment will occur.



NOW, THEREFORE, in consideration of the offer of employment by the Company and the acceptance of employment by the Employee, and the mutual promises and covenants contained herein, the Company and the Employee hereby agree as follows:



1. Term of Agreement.

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(a) Term. The term of this Agreement shall begin on April 30, 1998 (hereinafter referred to as the "Effective Date") and shall expire on April 30,



(b) Expiration. Notwithstanding anything to the contrary in this Section 1, except as to vested benefits, this Agreement and all obligations hereunder shall terminate on the earliest to occur of (i) the date of the Employee's death, (ii) 30









days after the Company gives notice to the Employee that the Company is terminating the Employee's employment for reason of Total Disability or Cause (as defined below); or (iii) the applicable term of the Agreement as specified in Section 1(a) above.



2. Definitions. The following terms shall have the meanings set forth below:



"Affiliate" means a person that directly or indirectly through one or more intermediaries controls, is controlled by, or is under common control with, the Company.



"Board" means the Board of Directors of the Company.



"Cause" means any of the following events or occurrences:



(i) Any act of material dishonesty taken by, or committed at the

direction of, the Employee.



(ii) Any illegal or unethical conduct which would impair the

business reputation of the Company.



(iii) Conviction of a felony.



(iv) The continued failure of the Employee to perform his

responsibilities and duties under this Agreement in a

satisfactory manner, 30 days after demand for performance

has been delivered in writing to the Employee specifying the

manner in which the Company believes that the Employee is

not performing.







"Constructive Discharge" means:



(i) any reduction in the Employee's annual base salary in effect

as of the Effective Date of this Agreement, or as the same

may be increased from time to time;



(ii) a substantial reduction in the nature or scope of the

Employee's responsibilities, duties or authority from those

described in Section 3(c) of this Agreement;



(iii) a material adverse change in the Employee's title or

position; or



(iv) relocation of the Employee's place of employment from the

Company's principal Employee offices to a place more than 50

miles from Waltham, Massachusetts without the Employee's



"Severance Benefits" means the benefits set forth in Section 5 of this Agreement.



"Total Disability" means the complete and permanent inability of the Employee to perform all of his duties under this Agreement on a full-time basis for a period of at least three consecutive months, as determined upon the basis of reasonable evidence, which may include independent medical reports and data.



3. Employment.

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(a) Position. The Company hereby agrees to employ the Employee in the capacity of Vice President - Sales, and the Employee hereby agrees to be so employed by the Company for the period beginning on the Effective Date and ending







on the date on which the Employee's employment is terminated in accordance with this Agreement (the "Employment Period").



(b) Performance. The Employee agrees that during the Employment Period he shall devote substantially all his business attention and time to the business and affairs of the Company, and use his best efforts to perform faithfully and efficiently the duties and responsibilities of the Employee under this Agreement. It is expressly understood that (i) the Employee may devote a reasonable amount of time to such industry associations and charitable and civic endeavors as shall not interfere with the services that the Employee is required to render under this Agreement, and (ii) the Employee may serve as a member of one or more boards of directors of companies that are not affiliated with the Company and do not compete with the Company or any of its Affiliates so long as such membership does not materially interfere with the Employee's duties hereunder.



(c) Job Duties. The following listing of job duties shall represent the Employee's primary responsibilities. Such responsibilities may be expanded or decreased as the business needs of the Company require. The Employee's primary job responsibilities shall include but not be limited to, development of the sales aspect of the Company's business including but not limited to opening new markets, public image, sales, marketing and customer relations.



4. Compensation and Benefits.

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(a) During the Employment Period, the Employee shall be compensated as follows:











(i) Salary. The Employee shall receive an annual base salary,

the amount of which shall be reviewed regularly and

determined from time to time, but which shall not be less

than $150,000. His salary shall be payable in accordance

with the Company's usual payroll practices.



(ii) Bonus. The Employee shall be eligible to receive an annual

bonus, which bonus shall be comprised of an earned incentive

based upon the achievement of sales targets established by

the Company and goals and awards determined by the Board of

Directors in its sole discretion, provided that, if the

Employee has achieved the sales targets and other goals

established for him by the Company and the Board of

Directors, then the sum of (A) t ...