Compensation Committee Charter

Purpose

This charter ("Charter") governs the operations of the Compensation Committee (the "Committee") of the Board of Directors (the "Board") of Proxim Wireless Corporation (the "Company"). The Committee, through delegation from the Board, has principal responsibility for compensation related matters, particularly as applied to compensation plans and awards for executive officers and directors of the Company.

Organization

The Committee shall be comprised of no less than two members, all of whom shall be then serving independent directors of the Board. All members and the Chair of the Committee shall meet the independence requirements of, and satisfy any other criteria imposed on members of the Committee pursuant to, the federal securities laws and the rules and regulations of the Securities and Exchange Commission and The NASDAQ Stock Market, Inc. ("Nasdaq").

The qualification of persons to serve on the Committee shall be determined by the Governance and Nominating Committee of the Company and are appointed by and serve at the discretion of the Board. The Committee shall be subject to the provisions of the Company's Bylaws relating to committees of the Board, including those provisions relating to removing committee members and filling vacancies.

Responsibilities

In discharging its appointment from the Board, the Committee will:

  1. Determine the form and amount of compensation to be paid or awarded to all executive officers of the Company and to such other officers and employees as delegated from time to time by the Board. The Committee may delegate its authority to one or more of its members or to executive officers of the Company with respect to compensation determinations for persons who are not corporate officers of the Company.
  2. Review and insure that the Company's incentive compensation plans and stock-based plans assist in achieving the Company's objective of attracting and retaining individuals who are key to the success of the Company and properly reward them for their efforts, thereby benefiting shareholders.
  3. Review and approve goals and objectives relevant to the Chief Executive Officer (and such other officers as deemed appropriate by the Board) in light of the Company's current business environment and strategic objectives.
  4. Periodically review and evaluate the performance of the Company's Chief Executive Officer and other designated officers in light of approved goals and objectives.
  5. Annually, determine and approve the total compensation of the Chief Executive Officer and other designated officers of the Company, including any one-time cash and equity incentives based on objective criteria including the Company's performance and relative shareholder return, the value of incentive awards made to executive officers at comparable companies, and the awards given to the Company's executive officers in past years.
  6. Review with Company management and approve recommendations with regard to aggregate salary guidelines for all employees. Provide oversight of management's decisions concerning the performance evaluation and compensation of all Company employees.
  7. Periodically review and assure that the Company's change of control, severance, retirement, deferred compensation programs, executive officer benefits and perquisites are competitive and appropriate.
  8. Assist the Board in developing and evaluating potential candidates for executive positions, including, but not limited to the Chief Executive Officer, President, Chief Operating Officer and other designated officer positions, and oversee the development of executive succession plans.
  9. Evaluate the need for and the provisions of all employment contracts and all offers of employment that involve: (a) a base salary of more than $100,000 per year, or (b) the granting of any stock options or other stock awards upon hire, or (c) sign-on bonus payments, or (d) offers with material non-standard benefits or provisions.
  10. Act as the primary administrator of the Company's Stock Plan(s). In its administration of the plans, the Committee may, pursuant to authority delegated by the Board (a shared power with the full Board) (a) grant stock options, stock purchase rights, and other stock rights and awards to individuals eligible for such awards (including awards to individuals subject to Section 16 of the Securities Exchange Act of 1934), and (b) amend such stock options, stock purchase rights, and other stock rights and awards. The Committee shall also make recommendations to the Board with respect to amendments to the plans and changes in the number of shares reserved for issuance thereunder.
  11. Issue an annual report on executive compensation for inclusion in Company's proxy statement in accordance with applicable rules and regulations.
  12. Review and assess annually the adequacy of this Charter and the performance of the Committee and recommend to the Board for approval any proposed changes to the Charter or the Committee.
  13. Review annually and make recommendations to the Board with respect to all forms and amounts of compensation for members of the Board, including equity incentive plans or plan amendments requiring shareholder approval.
  14. Undertake all further actions and discharge all further responsibilities imposed upon the Committee from time to time by the Board, the federal securities laws or the rules and regulations of the SEC or Nasdaq.

Authority

In carrying out its responsibilities, the Committee may draw on the expertise of management, and when appropriate, may hire outside legal, accounting or other experts or advisors to assist the Committee with its work. In particular, the Committee shall have the authority to retain compensation consultants to be used to assist in the evaluation of director or management compensation and to approve the consultants' fees and other retention terms. Any action duly and validly taken by the Committee pursuant to the power and authority conferred under this Charter shall for all purposes constitute an action duly and validly taken by the Board and may be certified as such by the Secretary or other authorized officer of the Company.

Meetings and Reports

The Committee shall hold regular meetings at least two times each year, and such special meetings as the Chair of the Committee or the Chairman of the Board may direct. The Committee may meet either in person or by means of telephonic conference call pursuant to which all participants can hear and speak with each other. The Committee will maintain written minutes of its meetings, which minutes will be filed with the minutes of the meetings of the Board. At each regularly scheduled meeting of the Board, the Chair of the Committee shall provide the Board with a report of the Committee's activities and proceedings, if any, since the last Board meeting.