MARTIN H. SINGER AMENDED
AND RESTATED EMPLOYMENT AGREEMENT
This Agreement is entered into effective as of July 1, 2003 (the "Effective Date") by and between PCTEL, Inc.
(the "Company") and Martin H. Singer ("Executive").
1. Superceding Agreement. This Agreement shall supercede the Employment Agreement, dated effective as of
October 17, 2001, between Executive and the Company and together with the other agreements identified in
Section 16 below, shall represent the entire agreement and understanding between the parties as to the subject
2. Duties and Scope of Employment.
(a) Positions and Duties. Executive will continue to serve as Chief Executive Officer of the Company, a position
Executive has held since October 17, 2001. Executive will 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 Company's Board of Directors (the "Board").
(b) Board Membership. Executive will continue to serve as a member and Chairman of the Board, subject to any
required Board and/or stockholder approval.
(c) Obligations. During the Employment Term (as defined below), Executive will perform his duties faithfully and
to the best of his ability and will devote his full business efforts and time to the Company. For the duration of
Executive's employment with the Company, Executive agrees not to actively engage in any other employment,
occupation or consulting activity for any direct or indirect remuneration without the prior approval of the Board.
3. Employment Term. It is intended that the employment arrangement contemplated by this Agreement shall
continue until the fifth anniversary of the Effective Date (such five year period being referred to herein as the
"Employment Term"). Notwithstanding the foregoing, the parties agree that neither this Agreement nor any
provision herein is intended to guarantee the continuation of Executive'