PC TEL INC
EXHIBIT 10.31
<DOCUMENT>
<TYPE>EX-10.31
<SEQUENCE>14
<FILENAME>f78706ex10-31.txt
<DESCRIPTION>EXHIBIT 10.31
<TEXT>
<PAGE>
                                                                   EXHIBIT 10.31

                                    EXECUTIVE

                         SEVERANCE AGREEMENT AND RELEASE

                                    RECITALS

        This Executive Severance Agreement and Release ("Agreement") is made by
and between Terry Huang ("Employee") and PC Tel, Inc. ("Company"), collectively
referred to as the ("Parties"):

        A. Employee will remain employed by the Company as Vice President,
Engineering through the transition period;

        B. The Company and Employee have entered into a Confidential and
Proprietary Information Agreement (the "Confidentiality Agreement");

        C. Employee resigned his position effective May 15, 2001 ("Resignation
Date");

        D. The Parties, and each of them, wish to resolve any and all disputes,
claims, complaints, grievances, charges, actions, petitions and demands that the
Employee may have against the Company as defined herein, including, but not
limited to, any and all claims arising or in any way related to Employee's
employment with, or separation from, the Company;

        NOW THEREFORE, in consideration of the promises made herein, the Parties
hereby agree as follows:

                                    COVENANTS

        1. Consideration.

               (a) In consideration for the successful execution of the
"Transition Plan" (Attachment A) by the Employee by the Termination Date, the
Company agrees to pay Employee a severance payment of four months salary, which
is Sixty Thousand ($60,000) Dollars, less all federal and state mandated
deductions, in exchange for the covenants and releases herein.

               (b) Payment. The Company shall pay employee a severance payment
at termination.

               (c) Benefits. Health benefit coverage for the Employee shall
cease as of May 31, 2001. Employee shall have the right to convert his health
insurance benefits to individual coverage pursuant to COBRA, effective June 1,
2001. Should Employee elect COBRA coverage, the


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Company will pay the cost of said COBRA coverage for a period up to 4 months, or
until September 30, 2001

        2. Confidential Information. Employee shall continue to maintain the
confidentiality of all confidential and proprietary information of the Company
and shall continue to comply with the terms and conditions of the
Confidentiality Agreement between Employee and the Company. Employee shall
return all of the Company's property and confidential and proprietary
information in his possession to the Company on the Resignation Date of this
Agreement.

        3. Payment of Salary. Employee acknowledges and represents that the
Company has paid all salary, wages, bonuses, accrued vacation, commissions and
any and all other benefits due to Employee once the above noted payments and
benefits are received.

        4. Release of Claims. The Parties agree that the consideration set forth
in this Agreement represents settlement in full of all outstanding obligations
owed by one Party to the other. The Parties, on their own behalves, and on
behalf of their respective heirs, family members, executors, officers,
directors, administrators, affiliates, divisions, subsidiaries, predecessor and
successor corporations, and assigns, hereby fully and forever releases the other
Party, and the other Party's heirs, family members, executors, officers,
directors, employees, investors, shareholders, administrators, affiliates,
divisions, subsidiaries, predecessor and successor corporations, and assigns,
from, and agree not to sue concerning, any claim, duty, obligation or cause of
action relating to any matters of any kind, whether presently known or unknown,
suspected or unsuspected, that they may possess arising from any omissions, acts
or facts that have occurred up until and including the Effective Date of this
Agreement including, without limitation:

               (a) any and all claims relating to or arising from Employee's
employment relationship with the Company and the termination of that
relationship;

               (b) any and all claims relating to, or arising from, Employee's
right to purchase, or actual purchase of shares of stock of the Company,
including, without limitation, any claims for fraud, misrepresentation, breach
of fiduciary duty, breach of duty under applicable state corporate law, and
securities fraud under any state or federal law;

               (c) any and all claims under the law of any jurisdiction
including, but not limited to, wrongful discharge of employment; constructive
discharge from employment; termination in violation of public policy;
discrimination; breach of contract, both express and implied; breach of a
covenant of good faith and fair dealing, both express and implied; promissory
estoppel; negligent or intentional infliction of emotional distress; negligent
or intentional misrepresentation; negligent or intentional interference with
contract or prospective economic advantage; unfair business practices;
defamation; libel; slander; negligence; personal injury; assault; battery;
invasion of privacy; false imprisonment; and conversion;

               (d) 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 Employee Retirement Income Security Act of 1974, The Worker


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Adjustment and Retraining Notification Act, Older Workers Benefit Protection
Act; the California Fair Employment and Housing Act, and Labor Code section 201,
et seq. and section 970, et seq.;

               (e) any and all claims for violation of the federal, or any
state, constitution;

               (f) any and all claims arising out of any other laws and
regulations relating to employment or employment discrimination;

               (g) any claim for any loss, cost, damage, or expense arising out
of any dispute over the non-withholding or other tax treatment of any of the
proceeds received by Employee as a result of this Agreement; and

               (h) any and all claims for attorneys' fees and costs.

        The Company and Employee agree that the release set forth in this
section shall be and remain in effect in all respects as a complete general
release as to the matters released. This release does not extend to any
obligations incurred under this Agreement, any stock option agreement entered
into with Employee, or to the Company's obligation under its Indemnification
Agreement with Employee, or to the Company's obligations to indemnify Employee
pursuant to the Company `s Articles of Incorporation, By-Laws, or as otherwise
provided by law.

        5. Acknowledgement of Waiver of Claims Under ADEA. Employee acknowledges
that he is waiving and releasing any rights he may have under the Age
Discrimination in Employment Act of 1967 ("ADEA") and that this waiver and
release is knowing and voluntary. Employee and the Company agree that this
waiver and release does not apply to any rights or claims that may arise under
ADEA after the Effective Date of this Agreement. Employee acknowledges that the
consideration given for this waiver and release agreement is in addition to
anything of value to which Employee was already entitled. Employee further
acknowledges that he has been advised by this writing that

               (a) he should consult with an attorney prior to executing this
Agreement;

               (b) he has up to twenty-one (21) days within which to consider
this Agreement;

               (c) he has been advised in writing by the Company of the class,
unit, or group of individuals covered by the severance program, and the job
titles and ages of all individuals who participated and did not participate in
the program;

               (d) he has seven (7) days following his execution of this
Agreement to revoke the Agreement;

               (e) this Agreement shall not be effective until the revocation
period has expired; and

               (f) nothing in this Agreement prevents or precludes Employee from
challenging or seeking a determination in good faith of the validity of this
waiver under ADEA, nor does it impose any condition precedent, penalties or
costs for doing so, unless specifically authorized by federal law.


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        6. Civil Code Section 1542. The Parties represent that they are not
aware of any claim by either of them other than the claims that are released by
this Agreement. Employee and the Company acknowledge that they have been advised
by legal counsel and are familiar with the provisions of California Civil Code
Section 1542, which provides as follows:

                A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR
                DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF
                EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE
                MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.

        Employee and the Company, being aware of said code section, agree to
expressly waive any rights they may have thereunder, as well as under any other
statute or common law principles of similar effect.

        7. No Pending or Future Lawsuits. Employee and the Company represent
that they have no lawsuits, claims, or actions pending in their names, or on
behalf of any other person or entity, against the other or any other person or
entity referred to herein. Employee and the Company also represents that they do
not intend to bring any claims on their own behalf or on behalf of any other
person or entity against the other or any other person or entity referred to
herein.

        8. Confidentiality. The Parties acknowledge that Employee's agreement to
keep the terms and conditions of this Agreement confidential was a material
factor on which all Parties relied in entering into this Agreement. Employee
hereto agrees to use his best efforts to maintain in confidence the existence of
this Agreement, the contents and terms of this Agreement, the consideration for
this Agreement, and any allegations relating to the Company or his employment
with the Company except as otherwise provided for in this Agreement (hereinafter
collectively referred to as "Settlement Information"). Employee agrees to take
every reasonable precaution to prevent disclosure of any Settlement Information
to third parties, and agrees that there will be no publicity, directly or
indirectly, concerning any Settlement Information. Employee agrees to take every
precaution to disclose Settlement Information only to those attorneys,
accountants, governmental entities, financial advisors and family members who
have a reasonable need to know of such Settlement Information.

        9. No Cooperation. Employee agrees he will not act in any manner that is
intended to damage the business of the Company. Employee agrees that he will not
counsel or assist any attorneys or their clients in the presentation or
prosecution of any disputes, differences, grievances, claims, charges, or
complaints by any third party against the Company and/or any officer, director,
employee, agent, representative, shareholder or attorney of the Company, unless
under a subpoena or other court order to do so. Employee further agrees both to
immediately notify the Company upon receipt of any court order, subpoena, or any
legal discovery device that seeks or might require the disclosure or production
of the existence or terms of this Agreement, and to furnish, within three (3)
business days of its receipt, a copy of such subpoena or legal discovery device
to the Company.


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        10. Non-Disparagement. Employee and the Company agree to refrain from
any defamation, libel or slander of the other or tortious interference with the
contracts and relationships of the other .

        11. Non-Solicitation. Employee agrees that for a period of twelve (12)
months immediately following the Resignation Date of this Agreement, Employee
shall not either directly or indirectly solicit, induce, recruit or encourage
any of the Company's employees to leave their employment, or attempt to solicit,
induce, recruit, encourage, take away or hire employees of the Company, either
for him or any other person or entity.

        12. No Admission of Liability. The Parties understand and acknowledge
that this Agreement constitutes a compromise and settlement of disputed claims.
No action taken by the Parties hereto, or either of them, either previously or
in connection with this Agreement shall be deemed or construed to be:

               (a) an admission of the truth or falsity of any claims heretofore
made or

               (b) an acknowledgment or admission by either Party of any fault
or liability whatsoever to the other Party or to any third party.

        13. Costs. The Parties shall each bear their own costs, expert fees,
attorneys' fees and other fees incurred in connection with this Agreement.

        14. Tax Consequences. The Company makes no representations or warranties
with respect to the tax consequences of the payment of any sums to Employee
under the terms of this Agreement. Employee agrees and understands that he is
responsible for payment, if any, of local, state and/or federal taxes on the
sums paid hereunder by the Company and any penalties or assessments thereon.
Employee further agrees to indemnify and hold the Company harmless from any
claims, demands, deficiencies, penalties, assessments, executions, judgments, or
recoveries by any government agency against the Company for any amounts claimed
due on account of Employee's failure to pay federal or state taxes or damages
sustained by the Company by reason of any such claims, including reasonable
attorneys' fees.

        15. Indemnification. The Parties agree to indemnify and hold harmless
the other from and against any and all loss, costs, damages or expenses,
including, without limitation, attorneys' fees or expenses incurred by the non -
breaching Party arising out of the breach of this Agreement by the other, or
from any false representation made herein by the other, or from any action or
proceeding which may be commenced, prosecuted or threatened by the other or for
the other's benefit, upon the other's initiative, or with the other's aid or
approval, contrary to the provisions of this Agreement. The Parties further
agrees that in any such action or proceeding, this Agreement may be pled by the
non-breaching Party as a complete defense, or may be asserted by way of
counterclaim or cross-claim.

        16. Arbitration. The Parties agree that any and all disputes arising out
of the terms of this Agreement, their interpretation, and any of the matters
herein released, shall be subject to binding arbitration in Santa Clara County
before the American Arbitration Association under its Employment Dispute
Resolution Rules, or by a judge to be mutually agreed upon. The Parties agree


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that the prevailing party in any arbitration shall be entitled to injunctive
relief in any court of competent jurisdiction to enforce the arbitration award.
The Parties agree that the prevailing party in any arbitration shall be awarded
its reasonable attorneys' fees and costs. THE PARTIES HEREBY AGREE TO WAIVE
THEIR RIGHT TO HAVE ANY DISPUTE BETWEEN THEM RESOLVED IN A COURT OF LAW BY A
JUDGE OR JURY.

        17. Authority. The Company represents and warrants that the undersigned
has the authority to act on behalf of the Company and to bind the Company and
all who may claim through it to the terms and conditions of this Agreement.
Employee represents and warrants that he has the capacity to act on his own
behalf and on behalf of all who might claim through him/her to bind them to the
terms and conditions of this Agreement. Each Party warrants and represents that
there are no liens or claims of lien or assignments in law or equity or
otherwise of or against any of the claims or causes of action released herein.

        18. No Representations. Each Party represents that it has had the
opportunity to consult with an attorney, and has carefully read and understands
the scope and effect of the provisions of this Agreement. Neither Party has
relied upon any representations or statements made by the other Party hereto
which are not specifically set forth in this Agreement.

        19. 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 so long as the remaining provisions remain intelligible and continue
to reflect the original intent of the Parties.

        20. Entire Agreement. This Agreement, and the Confidentiality Agreement,
constitute the entire agreement and understanding between the Parties concerning
the subject matter of this Agreement and all prior representations,
understandings, and agreements concerning the subject matter of this Agreement
have been superseded by the terms of this Agreement.

        21. No Waiver. The failure of any Party to insist upon the performance
of any of the terms and conditions in this Agreement, or the failure to
prosecute any breach of any of the terms and conditions of this Agreement, shall
not be construed thereafter as a waiver of any such terms or conditions. This
entire Agreement shall remain in full force and effect as if no such forbearance
or failure of performance had occurred.

        22. No Oral Modification. Any modification or amendment of this
Agreement, or additional obligation assumed by either Party in connection with
this Agreement, shall be effective only if placed in writing and signed by both
Parties or by authorized representatives of each Party. No provision of this
Agreement can be changed, altered, modified, or waived except by an executed
writing by the Parties.

        23. Governing Law. This Agreement shall be deemed to have been executed
and delivered within the State of California, and it shall be construed,
interpreted, governed, and enforced in accordance with the laws of the State of
California.


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        24. Attorneys' Fees. In the event that either Party brings an action to
enforce or effect its rights under this Agreement, the prevailing party shall be
entitled to recover its costs and expenses, including the costs of mediation,
arbitration, litigation, court fees, plus reasonable attorneys' fees, incurred
in connection with such an action.

        25. Effective Date. This Agreement is effective eight (8) days after it
has been signed by both Parties, unless revoked by Employee within seven (7)
days of execution.

        26. Counterparts. This Agreement may be executed in counterparts, and
each counterpart shall have the same force and effect as an original and shall
constitute an effective, binding agreement on the part of each of the
undersigned.

        27. Voluntary Execution of Agreement. This Agreement is executed
voluntarily and without any duress or undue influence on the part or behalf of
the Parties hereto, with the full intent of releasing all claims. The Parties
acknowledge that:

               (a) They have read this Agreement;

               (b) They have been represented in the preparation, negotiation,
and execution of this Agreement by legal counsel of their own choice or that
they have voluntarily declined to seek such counsel;

               (c) They understand the terms and consequences of this Agreement
and of the releases it contains; and

               (d) They are fully aware of the legal and binding effect of this
Agreement.

        IN WITNESS WHEREOF, the Parties have executed this Agreement on the
respective dates set forth below.




Dated: 5/1/01                      By: /s/ Thomas A. Capizzi
                                   --------------------------------
                                   Thomas A. Capizzi
                                   Vice President. Human Resources &
                                   Chief Administrative Officer


                                   J. Terry Huang, an individual

Dated: 5/1/01                      /s/ J. Terry Huang
                                   --------------------------------
                                   J. Terry Huang


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                                  ATTACHMENT A

                                 TRANSITION PLAN

1.      Manage daily activities as VP Engineering (Ongoing, till new VP's
        arrival)

2.      Enforce the implementation of VSS (Phase 2) both in BlueCom and Milpitas
        (3/31/01)

3.      Propose the engineering team for Wireless project (1 week after product
        scope is identified)

4.      Work closely daily with Ben Chi to expedite BlueCom integration.
        (ongoing until 5/15)

5.      Help (if needed) in the recruiting process of the new VP (ongoing)

6.      Document status of all active projects with recommendations (4/16)

7.      Help new VP through transition (4/16/ to 5/15)

8.      Retention: Identify key employees at risk and propose a retention plan
        (2/23)

9.      Work privately to calm down uneasiness of some key employees (ongoing
        until 5/15)

10.     Attend BlueCom move-in ceremonial event (week of 3/26)

11.     Work with Andy and key BlueCom engineers to ease their feelings (ongoing
        until 5/15)

12.     Meet PC-Chips (during the week in Taipei)

        -  Formal introduction of BlueCom

        -  Review Developing plan of new products


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