CEO Contract Note: There are no arrangements or understandings between Mr. Rumsey and any other person pursuant to which Mr. Rumsey was appointed as the Chief Restructuring Officer. The Registrant previously entered into an employment agreement with Mr. Rumsey. The terms of the employment agreement remain unchanged. In his new capacities, Mr. Rumsey will be paid $240,000 per year.

 

 
 
                                   P-COM, INC.
                          3175 S. Winchester Boulevard
                            Campbell, CA 95008 U.S.A.
 
April 4, 2003
 
Daniel W. Rumsey
Chief Financial Officer
General Counsel
P-Com, Inc.
3175 South Winchester Blvd.
Campbell, CA 95008
 
                  Re:      Severance Agreement
 
Dear Dan:
 
As we discussed, this will acknowledge our agreement whereby in the event your
employment with the P-Com, Inc. terminates at any time after the date hereof by
reason of an Involuntary Termination, you shall be entitled to severance equal
to the higher of your annual base salary on the date hereof, or your annual base
salary on the date of your Involuntary Termination (in either event, your "Base
Salary"), which Base Salary shall be paid in a series of successive biweekly
installments over the twelve month period measured from the date of your
Involuntary Termination. For purposes of this Agreement, an Involuntary
Termination shall mean the termination of your employment with P-Com (or
successor) (i) involuntarily upon your discharge or dismissal; (ii) or
voluntarily upon your resignation following (a) a change in level of management
to which you report, (b) a decrease or material change in your responsibilities;
or (c) a reduction in your Base Salary.
 
In addition, in the event of an Involuntary Termination, your unvested options
to purchase common stock of P-Com shall continue to vest and such options plus
options already vested but unexercised as of the date of your Involuntary
Termination shall continue to be exercisable in accordance with P-Com's 1995
Stock Option/Stock Issuance Plan from the date of Involuntary Termination to the
first anniversary date thereof.
 
In the event your employment hereunder is terminated for cause, no severance
benefits shall be provided to you under this letter agreement.
 
Please indicate your acceptance of the foregoing provisions of this letter
agreement by signing in the space set forth below, and returning a copy hereof
to P-Com.
 
Sincerely,                              ACCEPTED AND AGREED TO:
 
P-Com, Inc.                             Daniel W. Rumsey
 
 
By: /s/ George Roberts                  /s/ Daniel Rumsey
   --------------------------------     ----------------------------------------
   George Roberts
   Chairman and CEO
 
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