SOMERA COMMUNICATIONS INC
EMPLOYEE AGREEMENT FOR DAN FIRESTONE
<DOCUMENT>
<TYPE>EX-10.24
<SEQUENCE>3
<FILENAME>dex1024.txt
<DESCRIPTION>EMPLOYEE AGREEMENT FOR DAN FIRESTONE
<TEXT>
<PAGE>

                                                                   Exhibit 10.24

                           SOMERA COMMUNICATIONS, INC.

                       DAN FIRESTONE EMPLOYMENT AGREEMENT

                This Agreement is made by and between Somera Communications,
        Inc. (the "Company"), and Dan Firestone ("Executive") as of September
        17, 2001.

1)   Duties and Scope of Employment.
     ------------------------------

         a) Positions; Duties. Commencing upon the date of this Agreement, the
            -----------------
            Company shall employ the Executive as the Executive Chairman of the
            Board of the Company reporting to the Board of Directors of the
            Company (the "Board"). The period of Executive's employment
            hereunder is referred to herein as the "Employment Term." During the
            Employment Term, Executive shall render such business and
            professional services in the performance of his duties, consistent
            with Executive's position within the Company, as shall reasonably be
            assigned to him by the Board.

         b) Board Position and Duties.  Executive shall continue to serve as
            -------------------------
            Chairman of the Board of the Company.


2)   Employee Benefits. During the Employment Term, Executive shall be eligible
     -----------------
     to participate in the employee and fringe benefit plans maintained by the
     Company that are applicable to other senior management to the full extent
     provided for under those plans.

3)   At-Will Employment. Executive and the Company understand and acknowledge
     ------------------
     that Executive's employment with the Company constitutes "at-will"
     employment. Subject to the Company's obligation to provide severance
     benefits as specified herein, Executive and the Company acknowledge that
     this employment relationship may be terminated at any time, upon written
     notice to the other party, with or without good cause or for any or no
     cause, at the option either of the Company or Executive.

4)   Compensation.
     ------------

         a) Base Salary.
            -----------

            i) 2001 Base Salary. During 2001, the Company shall pay the
               ----------------
               Executive as compensation for his services a base salary at the
               annualized rate of three hundred sixty thousand dollars
               ($360,000).

           ii) 2002 Base Salary. Commencing in 2002 and while Executive is
               ----------------
               employed by the Company, the Company shall pay the Executive as
               compensation for his services a base salary at the annualized
               rate of four hundred thousand dollars ($400,000) (together with
               the base salary for 2001, the "Base Salary").

          iii) Additional Provisions.  Executive's Base Salary shall be paid
               ---------------------
               periodically in accordance

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         with normal Company payroll practices and subject to the usual,
         required withholding.

     b)  Bonuses.  Executive shall be eligible to earn the following bonus:
         -------

         i) 2001 Bonus.  Executive shall be eligible to earn a bonus for 2001,
            ----------
            paid annually based on the following amounts, if applicable:

            (1)   in the event that the Company's fiscal year 2001 operating
                  profit reaches 90% of the annual plan target levels currently
                  in place, then Executive shall be eligible to earn a bonus of
                  one hundred eighty thousand dollars ($180,000); or

            (2)   in the event that the Company's fiscal year 2001 operating
                  profit reaches 100% of the annual plan target levels currently
                  in place, then Executive shall be eligible to earn a bonus of
                  three hundred sixty thousand dollars ($360,000); or

            (3)   in the event that the Company's fiscal year 2001 operating
                  profit reaches 110% of the annual plan target levels currently
                  in place, then Executive shall be eligible to earn a bonus of
                  five hundred forty thousand dollars ($540,000); or

            (4)   in the event that the Company's fiscal year 2001 operating
                  profit reaches 120% of the annual plan target levels currently
                  in place, then Executive shall be eligible to earn a bonus of
                  seven hundred twenty thousand dollars ($720,000); or

            (5)   in the event that the Company's fiscal year 2001 operating
                  profit reaches 130% of the annual plan target levels currently
                  in place, then Executive shall be eligible to earn a bonus of
                  nine hundred thousand dollars ($900,000).

         ii) 2002 Bonus.  Executive shall be eligible to earn a bonus for 2002,
             ----------
             paid annually based on the following amounts, if applicable:

            (1)   in the event that the Company's fiscal year 2002 revenue,
                  earnings per share and [insert balance sheet metric] reach 90%
                  of the annual plan target levels, as developed by the Board
                  working with the Executive, then Executive shall be eligible
                  to earn a bonus of two hundred thousand dollars ($200,000);

            (2)   in the event that the Company's fiscal year 2002 revenue,
                  earnings per share and [insert balance sheet metric] reach
                  110% of the annual plan target levels, as developed by the
                  Board working with the Executive, then Executive shall be
                  eligible to earn a bonus of an additional two hundred thousand
                  dollars ($200,000);

            (3)   in the event that the Company's fiscal year 2002 revenue,
                  earnings per share and [insert balance sheet metric] reach
                  125% of the annual plan target levels, as developed by the
                  Board working with the Executive, then Executive shall be
                  eligible to earn a bonus of an additional two hundred thousand
                  dollars ($200,000); and

            (4)   in the event that the Company's fiscal year 2002 revenue,
                  earnings per share and [insert balance sheet metric] reach
                  130% of the annual plan target levels, as developed

<PAGE>


                  by the Board working with the Executive, then Executive shall
                  be eligible to earn a bonus of an additional two hundred
                  thousand dollars ($200,000).

                  Notwithstanding the foregoing, the Company's obligation to
                  make any bonus payment, whether during the first or any
                  subsequent annual period, shall be dependent upon Executive's
                  employment with the Company through the end of such year.

         c) Equity Compensation. After the date of this Agreement, Executive
            -------------------
            shall be granted a stock option (the "Stock Option") to purchase a
            total of five hundred thousand (500,000) shares of Company common
            stock with a per share exercise price equal to the fair market value
            of the Company's common stock on the date of grant. The Stock Option
            shall be for a term of ten (10) years (or shorter upon termination
            of employment relationship with the Company) and, subject to
            accelerated vesting as set forth elsewhere herein, shall vest as
            follows: twenty-five percent (25%) of the shares subject to the
            Stock Option shall vest twelve (12) months after the Employment
            Commencement Date and one forty-eighth (1/48th) of the shares
            subject to the Option shall vest each month thereafter at the end of
            the month, so as to be one hundred percent (100%) vested on the four
            (4) year anniversary of the Employment Commencement Date,
            conditioned upon Executive's continued employment with the Company
            as of each vesting date. Except as specified otherwise herein, the
            option grant shall be pursuant to the terms, definitions and
            provisions of the Company's standard form of stock option agreement
            (the "Option Agreement"), which agreement is incorporated herein by
            reference.

         d) Severance.
            ---------

            i) Involuntary Termination Other Than for Cause; Constructive
               ----------------------------------------------------------
               Termination Prior to Change of Control. If, prior to a Change of
               ---------------------------------------
               Control, Executive's employment with the Company is
               Constructively Terminated or involuntarily terminated by the
               Company other than for (x) Cause, (y) Executive's death, or (z)
               Executive's Disability, then, subject to Executive executing and
               not revoking a standard form of mutual release of claims with the
               Company, (A) Executive's Stock Option shall have its vesting
               accelerated to receive an additional twelve (12) months of
               vesting; (B) Executive shall receive continued payments of one
               year's Base Salary plus the pro rata portion of the bonus earned
               by Executive in the time employed during such year, less
               applicable withholding, in accordance with the Company's standard
               payroll practices; (C) the Company shall pay the group health,
               dental and vision plan continuation coverage premiums for
               Executive and his covered dependents under Title X of the
               Consolidated Budget Reconciliation Act of 1985, as amended
               ("COBRA"), through the lesser of (x) twelve (12) months from the
               date of Executive's termination of employment, or (y) the date
               upon which Executive and his covered dependents are covered by
               similar plans of Executive's new employer; and (D) the Company
               shall provide Executive with all other Company welfare plan and
               fringe benefits in which Executive participated prior to his
               termination through the lesser of (x) twelve (12) months from the
               date of Executive's termination of employment, or (y) the date
               upon which Executive and his covered dependents are covered by
               similar plans of Executive's new employer, and if Executive is
               ineligible to participate in one or more of such benefit plans or
               programs of the Company, the Company shall provide Executive with
               such benefits on an equivalent basis, including a Tax Gross-Up to
               the

<PAGE>

             extent such benefits constitute taxable income to the Executive but
             were provided to Executive on a non-taxable basis while Executive
             was employed by the Company.


         ii) Involuntary Termination Other Than for Cause; Constructive
             ----------------------------------------------------------
             Termination On or Following Change of Control. If, on or within the
             ---------------------------------------------
             six (6) month period immediately following a Change of Control,
             Executive's employment with the Company is Constructively
             Terminated or involuntarily terminated by the Company other than
             for (x) Cause, (y) Executive's death, or (z) Executive's
             Disability, then, subject to Executive executing and not revoking a
             standard form of mutual release of claims with the Company, (A)
             Executive's Stock Option shall have its vesting accelerated such
             that 100% of the shares underlying such Stock Option shall vest;
             (B) Executive shall receive continued payments of one year's Base
             Salary plus the pro rata portion of the bonus earned by Executive
             in the time employed during such year, less applicable withholding,
             in accordance with the Company's standard payroll practices; (C)
             the Company shall pay the group health, dental and vision plan
             continuation coverage premiums for Executive and his covered
             dependents under COBRA through the lesser of (x) twelve (12) months
             from the date of Executive's termination of employment, or (y) the
             date upon which Executive and his covered dependents are covered by
             similar plans of Executive's new employer; and (D) the Company
             shall provide Executive with all other Company welfare plan and
             fringe benefits in which Executive participated prior to his
             termination through the lesser of (x) twelve (12) months from the
             date of Executive's termination of employment, or (y) the date upon
             which Executive and his covered dependents are covered by similar
             plans of Executive's new employer, and if Executive is ineligible
             to participate in one or more of such benefit plans or programs of
             the Company, the Company shall provide Executive with such benefits
             on an equivalent basis, including a Tax Gross-Up to the extent such
             benefits constitute taxable income to the Executive but were
             provided to Executive on a non-taxable basis while Executive was
             employed by the Company.

              For the purposes of this Agreement, "Cause" means (1) material act
              of dishonesty made by Executive in connection with Executive's
              responsibilities as an employee, (2) Executive's conviction of, or
              plea of nolo contendere to, a felony, (3) Executive's gross
              misconduct in connection with the performance of his duties
              hereunder, or (4) Executive's material breach of his obligations
              under this Agreement; provided, however, that with respect to
              clauses (3) and (4), such actions shall not constitute Cause if
              they are cured by Executive within thirty (30) days following
              delivery to Executive of a written explanation specifying the
              basis for the Board's beliefs with respect to such clauses.

              For the purposes of this Agreement, "Change of Control" is defined
              as:

<PAGE>

            (1)   Any "person" (as such term is used in Sections 13(d) and 14(d)
                  of the Securities Exchange Act of 1934, as amended) becomes
                  the "beneficial owner" (as defined in Rule 13d-3 under said
                  Act), directly or indirectly, of securities of the Company
                  representing fifty percent (50%) or more of the total voting
                  power represented by the Company's then outstanding voting
                  securities; or

            (2)   The consummation of a merger or consolidation of the Company
                  with any other corporation, other than a merger or
                  consolidation which would result in the voting securities of
                  the Company outstanding immediately prior thereto continuing
                  to represent (either by remaining outstanding or by being
                  converted into voting securities of the surviving entity) at
                  least fifty percent (50%) of the total voting power
                  represented by the voting securities of the Company or such
                  surviving entity outstanding immediately after such merger or
                  consolidation; or

            (3)   The consummation of the sale by the Company of all or
                  substantially all of the Company's assets.

                  For the purposes of this Agreement, "Constructive Termination"
                  means (1) a material reduction in Executive's Base Salary or
                  bonus level, (2) a reduction in Executive's title or a
                  material reduction in Executive's authority or duties, or (3)
                  the requirement that Executive relocate more than fifty (50)
                  miles from the current Company headquarters.

                  For the purposes of this Agreement, "Disability" shall mean
                  Executive's mental or physical impairment which has or is
                  likely to prevent Executive from performing the
                  responsibilities and duties of his position for three (3)
                  months or more in the aggregate during any six (6) month
                  period. Any question as to the existence or extent of
                  Executive's disability upon which the Executive and the
                  Company cannot agree shall be resolved by a qualified
                  independent physician who is an acknowledged expert in the
                  area of the mental or physical impairment, selected in good
                  faith by the Board and approved by the Executive, which
                  approval shall not unreasonably be withheld.

                  The Executive shall not be required to mitigate the value of
                  any severance benefits contemplated by this Agreement, nor
                  shall any such benefits be reduced by any earnings or benefits
                  that the Executive may receive from any other source.

      iii)    Voluntary Termination; Involuntary Termination for Cause. Except
              --------------------------------------------------------
              as otherwise specified herein, in the event Executive terminates
              his employment voluntarily or is involuntarily terminated by the
              Company for Cause, then all vesting of the Stock Option, and any
              other equity compensation shall terminate immediately and all
              payments of compensation by the Company to Executive hereunder
              shall immediately terminate (except as to amounts already earned).

5)   Assignment. This Agreement shall be binding upon and inure to the benefit
     ----------
     of (a) the heirs, beneficiaries, executors and legal representatives of
     Executive upon Executive's death and (b) any successor of the Company. Any
     such successor of the Company shall be deemed

<PAGE>

     substituted for the Company under the terms of this Agreement for all
     purposes. As used herein, "successor" shall include any person, firm,
     corporation or other business entity which at any time, whether by
     purchase, merger or otherwise, directly or indirectly acquires all or
     substantially all of the assets or business of the Company. None of the
     rights of Executive to receive any form of compensation payable pursuant to
     this Agreement shall be assignable or transferable except through a
     testamentary disposition or by the laws of descent and distribution upon
     the death of Executive. Any attempted assignment, transfer, conveyance or
     other disposition (other than as aforesaid) of any interest in the rights
     of Executive to receive any form of compensation hereunder shall be null
     and void.

6)   Notices. All notices, requests, demands and other communications called for
     -------
     hereunder shall be in writing and shall be deemed given if (i) delivered
     personally or by facsimile, (ii) one (1) day after being sent by Federal
     Express or a similar commercial overnight service, or (iii) three (3) days
     after being mailed by registered or certified mail, return receipt
     requested, prepaid and addressed to the parties or their successors in
     interest at the following addresses, or at such other addresses as the
     parties may designate by written notice in the manner aforesaid:

                      If to the Company:    Somera Communications, Inc.
                                            5383 Hollister Avenue
                                            Santa Barbara, CA 93111
                                            Attn:  Chief Financial Officer
                                            ----

                      If to Executive:      Dan Firestone
                                            at the last residential address
                                             known by the Company.

7)   Severability. In the event that any provision hereof becomes or is declared
     ------------
     by a court of competent jurisdiction to be illegal, unenforceable or void,
     this Agreement shall continue in full force and effect without said
     provision.

8)   Proprietary Information Agreement. Executive agrees to enter into the
     ---------------------------------
     Company's standard Employment, Confidential Information and Invention
     Assignment Agreement (the "Proprietary Information Agreement") upon
     commencing employment hereunder, as modified so as not to conflict with the
     provisions of this Agreement.

9)   Entire Agreement.  This Agreement, the Stock Plan, the Option Agreement,
     ----------------
     the employee benefit plans referred to in Section 2 and the Proprietary
     Information Agreement represent the entire agreement and understanding
     between the Company and Executive concerning Executive's employment
     relationship with the Company, and supersede and replace any and all prior
     agreements and understandings concerning Executive's employment
     relationship with the Company.

10)  Non-Binding Mediation, Arbitration and Equitable Relief.
     -------------------------------------------------------

     a)  The parties agree to make a good faith attempt to resolve any dispute
         or claim arising out of or related to this Agreement through
         negotiation. In the event that any dispute or claim arising out of or
         related to this Agreement is not settled by the parties hereto, the
         parties will attempt in good faith to resolve such dispute or claim by
         non-binding mediation in Santa

<PAGE>


         Clara County, California to be conducted by one mediator belonging to
         the American Arbitration Association. The mediation shall be held
         within thirty (30) days of the request therefor. The costs of the
         mediation shall be borne equally by the parties to the mediation.

b)       Executive and the Company agree that, to the extent permitted by law,
         any dispute or controversy arising out of, relating to, or in
         connection with this Agreement, or the interpretation, validity,
         construction, performance, breach, or termination thereof which has not
         been resolved by negotiation or mediation as set forth in Section 10(a)
         shall be finally settled by binding arbitration to be conducted by one
         arbitrator in Santa Barbara, California in accordance with the National
         Rules for the Resolution of Employment Disputes then in effect of the
         American Arbitration Association (the "Rules"). The arbitrator may
         grant injunctions or other relief in such dispute or controversy. The
         decision of the arbitrator shall be confidential, final, conclusive and
         binding on the parties to the arbitration. Judgment may be entered
         under a protective order on the arbitrator's decision in any court
         having jurisdiction.

c)       The arbitrator shall apply California law to the merits of any dispute
         or claim, without reference to rules of conflict of law. The
         arbitration proceedings shall be governed by federal arbitration law
         and by the Rules, without reference to state arbitration law. Executive
         hereby expressly consents to the personal jurisdiction of the state and
         federal courts located in California for any action or proceeding
         arising from or relating to this Agreement and/or relating to any
         arbitration in which the parties are participants.

d)       Executive understands that nothing in Section 10 modifies Executive's
         at-will status. Either the Company or Executive can terminate the
         employment relationship at any time, with or without cause.

e)       EXECUTIVE HAS READ AND UNDERSTANDS SECTION 10, WHICH DISCUSSES
         ARBITRATION. EXECUTIVE UNDERSTANDS THAT BY SIGNING THIS AGREEMENT,
         EXECUTIVE AGREES, TO THE EXTENT PERMITTED BY LAW, TO SUBMIT ANY FUTURE
         CLAIMS ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THIS
         AGREEMENT, OR THE INTERPRETATION, VALIDITY, CONSTRUCTION, PERFORMANCE,
         BREACH, OR TERMINATION THEREOF TO BINDING ARBITRATION, AND THAT THIS
         ARBITRATION CLAUSE CONSTITUTES A WAIVER OF EXECUTIVE'S RIGHT TO A JURY
         TRIAL AND RELATES TO THE RESOLUTION OF ALL DISPUTES RELATING TO ALL
         ASPECTS OF THE EMPLOYER/EXECUTIVE RELATIONSHIP, INCLUDING BUT NOT
         LIMITED TO, THE FOLLOWING CLAIMS:

         i)  ANY AND ALL CLAIMS FOR WRONGFUL DISCHARGE OF EMPLOYMENT; BREACH OF
             CONTRACT, BOTH EXPRESS AND IMPLIED; BREACH OF THE COVENANT OF GOOD
             FAITH AND FAIR DEALING, BOTH EXPRESS AND IMPLIED; NEGLIGENT OR
             INTENTIONAL INFLICTION OF EMOTIONAL DISTRESS; NEGLIGENT OR
             INTENTIONAL MISREPRESENTATION; NEGLIGENT OR INTENTIONAL
             INTERFERENCE WITH CONTRACT OR PROSPECTIVE ECONOMIC ADVANTAGE; AND
             DEFAMATION.

<PAGE>

        ii)   ANY AND ALL CLAIMS FOR VIOLATION OF ANY FEDERAL STATE OR MUNICIPAL
              STATUTE, INCLUDING, BUT NOT LIMITED TO, TITLE VII OF THE CIVIL
              RIGHTS ACT OF 1964, THE CIVIL RIGHTS ACT OF 1991, THE AGE
              DISCRIMINATION IN EMPLOYMENT ACT OF 1967, THE AMERICANS WITH
              DISABILITIES ACT OF 1990, THE FAIR LABOR STANDARDS ACT, THE
              CALIFORNIA FAIR EMPLOYMENT AND HOUSING ACT, AND LABOR CODE SECTION
              201, et seq;

       iii)   ANY AND ALL CLAIMS ARISING OUT OF ANY OTHER LAWS AND REGULATIONS
              RELATING TO EMPLOYMENT OR EMPLOYMENT DISCRIMINATION.

11)  No Oral Modification, Cancellation or Discharge.
     -----------------------------------------------
     This Agreement may only be amended, canceled or discharged in writing
     signed by Executive and the Chief Executive Officer of the Company.

12)  Withholding. The Company shall be entitled to withhold, or cause to be
     -----------
     withheld, from payment any amount of withholding taxes required by law with
     respect to payments made to Executive in connection with his employment
     hereunder.

13)  Governing Law.  This Agreement shall be governed by the laws of the State
     -------------
     of California without reference to rules relating to conflict of law.

14)  Acknowledgment. Executive acknowledges that he has had the opportunity to
     --------------
     discuss this matter with and obtain advice from his private attorney, has
     had sufficient time to, and has carefully read and fully understands all
     the provisions of this Agreement, and is knowingly and voluntarily entering
     into this Agreement.

<PAGE>

        IN WITNESS WHEREOF, the undersigned have executed this Agreement:

        SOMERA COMMUNICATIONS, INC.


        /s/ Rick Darnaby
        --------------------------------
        Rick Darnaby
        President and Chief Executive Officer

        EXECUTIVE

        /s/ Dan Firestone
        --------------------------------
        Dan Firestone


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