Exhibit 10.29
December 17, 2008
Mr. J. Marvin MaGee
320 - 225 Merton Street
Toronto, Ontario
M4S 3H1
Dear Marvin:
When you joined Powerwave, you
received a letter outlining certain benefits that you would receive
in case your employment was terminated in connection with a change
of control of Powerwave. Since the date of your April 24, 2007
letter agreement (“Letter Agreement”), there have been
certain changes to Internal Revenue Code Section 409A and the
regulations thereunder. In order to comply with the regulations
under Internal Revenue Code Section 409A, certain amendments
are required to Letter Agreement. This letter is an amended and
restated version of the Letter Agreement and supersedes the Letter
Agreement.
In recognition of your value and
contribution as a Powerwave executive, we would like to provide you
with reasonable financial certainty to enable you to concentrate on
the growth and well being of Powerwave Technologies during your
tenure with the Company.
As part of your
executive benefits, we are providing you with this Severance
Agreement, which provides that you will receive the severance
benefits outlined below if in anticipation of, or within eighteen
(18) months following a “Change in Control” of the
Company, your employment is involuntarily terminated without
“Cause”, or if you voluntarily terminate your
employment for “Good Reason”. The terms “Change
in Control”, “Cause” and “Good
Reason” are defined in the attachment. Under this Severance
Agreement your severance benefit is eighteen (18) months
lump-sum pay at the rate of your then current annual salary for the
year in which the termination occurs. This amount shall be subject
to applicable federal, state and local tax withholdings and will be
paid to you provided you execute a release of claims within the
minimum period required by Section 201 of the Older Workers
Benefit Protection Act of 1990, as amended, to make such release
effective. The lump sum will be paid within fifteen (15) days
after your execution of an unrevoked release (but not later than
two and one-half (2 1
/
2 ) months after the end of the
calendar year following your termination of employment.)
Additionally, the Company will pay for existing
group employee benefit coverage continuation under the Consolidated
Omnibus Budget Reconciliation Act of 1985 (COBRA) as provided by
the Company’s group Agreements for eighteen (18) months
following the calendar month of your termination at regular
employee rates.
Further, the Company will provide
you with access to executive outplacement for eighteen
(18) months. Outplacement will include the Executive Package
at Lee Hecht Harrison or a comparable outplacement
provider.
Benefits u
