-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
Originator-Key-Asymmetric:
 MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen
 TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB
MIC-Info: RSA-MD5,RSA,
 WcRPBmq3FAWxa+MAcg6UvPudNdHvDE0sDJMxHjmElTDwG2zqbYBRS9+XGnCPhSVV
 5VSwXw/Wh16w46KPOHBYxQ==

<SEC-DOCUMENT>0000944075-05-000033.txt : 20051228
<SEC-HEADER>0000944075-05-000033.hdr.sgml : 20051228
<ACCEPTANCE-DATETIME>20051228170450
ACCESSION NUMBER:		0000944075-05-000033
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20051228
ITEM INFORMATION:		Entry into a Material Definitive Agreement
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20051228
DATE AS OF CHANGE:		20051228

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			SOCKET COMMUNICATIONS INC
		CENTRAL INDEX KEY:			0000944075
		STANDARD INDUSTRIAL CLASSIFICATION:	ELECTRONIC COMPUTERS [3571]
		IRS NUMBER:				943155066
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-13810
		FILM NUMBER:		051289394

	BUSINESS ADDRESS:	
		STREET 1:		37400 CENTRAL COURT
		CITY:			NEWARK
		STATE:			CA
		ZIP:			94560
		BUSINESS PHONE:		5107442700

	MAIL ADDRESS:	
		STREET 1:		37400 CENTRAL COURT
		CITY:			NEWARK
		STATE:			CA
		ZIP:			94560
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>form-8k1228.htm
<TEXT>
<html>
<head>

</head>

<body bgcolor="#FFFFFF">
<div align=left>
  <hr width="100%">
  <div align=center><font face="Times New Roman, Times, serif" size=3><b>UNITED
    STATES<br>
    </b><strong>SECURITIES AND EXCHANGE COMMISSION</strong></font></div>
</div>
<p align=center><font face="Times New Roman, Times, serif" size=3>Washington,
  D.C. 20549</font></p>
<p align=center><font face="Times New Roman, Times, serif" size=3> <b>FORM 8-K</b><br>
  <br>
  </font><font
face="Times New Roman, Times, serif" size=3><b>CURRENT REPORT</b><br>
  <br>
  PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934</font><font face="Times New Roman, Times, serif"
size=3><br>
  <b><br>
  </b></font></p>
<p align=center><font face="Times New Roman, Times, serif" size=3><b>December
  28</b></font><b><font face="Times New Roman, Times, serif" size=3>, 2005</font></b><font face="Times New Roman, Times, serif" size=3><br>
  Date of Report <br>
  <font size="2">(date of earliest event reported)</font></font></p>
<p align=center><font face="Times New Roman, Times, serif"
size=3><br>
  </font></p>
<p align=center><font face="Times New Roman, Times, serif" size=5><strong><font
size=4>SOCKET COMMUNICATIONS, INC. </font></strong></font><font
face="Times New Roman, Times, serif"><br>
  <font size=2>(Exact name of Registrant as specified in its charter) </font></font></p>
<p>&nbsp;
<table cols=3 width="100%">
  <tr>
    <td height=30 width="34%">
      <center>
        <font face="Times New Roman, Times, serif" size=3>Delaware </font>
      </center>
    </td>
    <td height=30 width="32%">
      <center>
        <font face="Times New Roman, Times, serif" size=3>001-13810 </font>
      </center>
    </td>
    <td height=30 width="34%">
      <center>
        <font face="Times New Roman, Times, serif" size=3>94-3155066 </font>
      </center>
    </td>
  </tr>
  <tr>
    <td width="34%">
      <center>
        <font face="Times New Roman, Times, serif" size=2>(State or other jurisdiction
        of incorporation) </font>
      </center>
    </td>
    <td width="32%">
      <center>
        <font face="Times New Roman, Times, serif" size=2>(Commission File Number)
        </font>
      </center>
    </td>
    <td width="34%">
      <center>
        <font face="Times New Roman, Times, serif" size=2>(IRS employer identification
        number) </font>
      </center>
    </td>
  </tr>
</table>
<font
face="Times New Roman, Times, serif"><br>
</font>
<p align=center><font face="Times New Roman, Times, serif" size=3>37400 Central
  Court<br>
  Newark, CA 94560</font><font
face="Times New Roman, Times, serif"><br>
  <font size=2>(Address of principal executive offices, including zip code) </font></font></p>
<p align=center><font face="Times New Roman, Times, serif" size=3>(510) 744-2700</font>
<div align="center">
  <p><font face="Times New Roman, Times, serif"><font size="2">(Registrant's telephone
    number, including area code) </font></font></p>
  <p><font face="Times New Roman, Times, serif"><font size="3">Not Applicable</font><font size="2"><br>
    (Former name or former address, if changed since last report)</font></font></p>
  <p>&nbsp;</p>
  <p align="left"><font face="Times New Roman, Times, serif"><font size="3">Check
    the appropriate box below if the Form 8-K filing is intended to simultaneously
    satisfy the filing obligation of the registrant under any of the following
    provisions (see General Instruction A.2. below): </font></font></p>
  <p align="left"><font face="Times New Roman, Times, serif"><font size="3">[
    ] Written communications pursuant to Rule 425 under the Securities Act (17
    CFR 230.425) </font></font></p>
  <p align="left"><font face="Times New Roman, Times, serif"><font size="3">[
    ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
    240.14a-12) </font></font></p>
  <p align="left"><font face="Times New Roman, Times, serif"><font size="3">[
    ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
    Act (17 CFR 240.14d-2(b)) </font></font></p>
  <p align="left"><font face="Times New Roman, Times, serif"><font size="3">[
    ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
    Act (17 CFR 240.13e-4(c)) </font></font></p>
</div>
<p style="PAGE-BREAK-BEFORE: always"> </p>
<div align=left></div>
<div align=left>
  <hr width="100%">
</div>
<p><br>
</p>
<p><font face="Times New Roman, Times, serif"><b>Section 1 - Registrant's Business
  and Operations</b><br>
  </font></p>
<p><b><font
face="Times New Roman, Times, serif">Item 1.01 Entry into a Material Definitive
  Agreement</font></b><font
face="Times New Roman, Times, serif"><br>
  </font></p>
<p>On December 28, 2005, Socket Communications, Inc., a Delaware corporation (the
  "Company") entered into renewed employment contracts (the "Employment Agreements")
  with the following officers of the Company; Kevin J. Mills, President and Chief
  Executive Officer; Micheal L. Gifford, Executive Vice President; David W. Dunlap,
  Vice President of Finance and Administration, Chief Financial Officer and Secretary;
  Robert J. Miller, Vice President of Engineering; Tim I. Miller, Vice President
  of Worldwide Operations; Leonard L. Ott, Vice President and Chief Technical
  Officer; Peter K. Phillips, Vice President of Marketing; and Kevin T. Scheier,
  Vice President of Worldwide Sales (collectively the "Employees"). The form of
  these agreements is attached in Exhibit 10.10 hereto. Each of the Employees
  is currently a party to an employment contract with the Company. The current
  employment contracts of the Employees are scheduled to expire on December 31,
  2005.</p>
<p>Under the terms of the Employment Agreements, which are scheduled to expire
  on December 31, 2008, each Employee's remuneration is agreed to be not less
  than his current base salary, with an opportunity to participate in the Company's
  Management Variable Incentive Compensation Plan. Termination of employment of
  each Employee may occur at any point, with or without Cause (as defined in the
  Employment Agreements). Should termination of employment without Cause occur,
  or if the Employee becomes disabled and is unable to continue his employment
  and is therefore terminated, he is entitled under the Employment Agreement to
  (i) receive his regular base salary for a period of six (6) months following
  termination, (ii) receive reimbursement for payment of his COBRA premiums for
  the lesser of the same amount of time or until he is eligible for the health
  insurance benefits provided by another employer, (iii) receive the full variable
  compensation amount to which he would otherwise be entitled to under the Management
  Variable Incentive Compensation Plan for the quarter in which he is terminated,
  and one half the amount he would otherwise be entitled to for the following
  quarter, as well as being entitled to purchase from the Company at book value
  certain items that were purchased by the Company for his use, which may include
  a personal computer, a cellular phone and other similar items. Stock options
  granted to the Employee shall cease vesting immediately upon the date of termination
  of employment, but vested stock options will be exercisable after termination
  for up to the greater of ninety (90) days after termination of employment or
  twenty-five percent (25%) of the Employee's service with the Company, up to
  a one year post-termination exercise period. In addition, this post-termination
  exercise period will be restricted to the original term of the stock options
  and as required to avoid additional taxation under Internal Revenue Code Section
  409A.</p>
<p>None of the above consideration will be paid unless the Executive executes
  without subsequent revocation a general release of claims satisfactory to the
  Company.</p>
<p><b>Item 9.01 Financial Statements and Exhibits</b></p>
<blockquote>
  <p>Exhibit 10.10 Form of Employment Agreement</p>
</blockquote>
<p>&nbsp;</p>
<p> </p><p style="PAGE-BREAK-BEFORE: always">
<p style="PAGE-BREAK-BEFORE: always">
<hr width="100%">
<p align=center><font
face="Times New Roman, Times, serif"><b>SIGNATURE</b><br>
  </font></p>
<p>Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant
  has duly caused this report to be signed on its behalf by the undersigned hereunto
  duly authorized.<font face="Times New Roman, Times, serif"
size=3><br>
  </font></p>
<dir>
  <dir>
    <dir>
      <dir>
        <dir>
          <blockquote>
            <tr>
              <td>&nbsp;</td>
              <td>&nbsp;</td>
            </tr>
            <tr>
              <td>&nbsp;</td>
              <td>&nbsp;</td>
            </tr>
            <tr>
              <td>&nbsp;</td>
              <td>&nbsp;</td>
            </tr>
            <tr>
              <td>&nbsp;</td>
              <td>&nbsp;</td>
            </tr>
            <tr>
              <td>&nbsp;</td>
              <td>&nbsp;</td>
            </tr>
            <tr>
              <td>&nbsp;</td>
              <td>&nbsp;</td>
            </tr>
            <tr>
              <td>&nbsp;</td>
              <td>&nbsp;</td>
            </tr>
            <tr>
              <td>&nbsp;</td>
              <td>&nbsp;</td>
            </tr>
            <p align=left> </p>
            <tr valign="bottom"
align="left"></tr>
          </blockquote>
        </dir>
      </dir>
    </dir>
  </dir>
</dir>
<div align=left>
  <table height=135 cellspacing=0 cellpadding=0 width=84% align=left border=0>
    <tr>
      <td width=406>&nbsp;</td>
      <td width=17>&nbsp;</td>
      <td colspan="2"><font face="Times New Roman, Times, serif"><b>SOCKET COMMUNICATIONS,
        INC.</b></font></td>
    </tr>
    <tr>
      <td width=406>&nbsp;</td>
      <td width=17>&nbsp;</td>
      <td colspan="2">&nbsp;</td>
    </tr>
    <tr>
      <td width=406>
        <div align=left></div>
      </td>
      <td width=17>&nbsp;</td>
      <td colspan="2">&nbsp;</td>
    </tr>
    <tr>
      <td width=406 height=19>
        <div align=left><font face="Times New Roman, Times, serif">Date: December
          28, 2005</font></div>
      </td>
      <td width=17 height=19>&nbsp;</td>
      <td width=38 height=19><font face="Times New Roman, Times, serif">By: <u>/s/
        </u></font></td>
      <td width=347 height=19><font face="Times New Roman, Times, serif"><u>David
        W. Dunlap</u></font></td>
    </tr>
    <tr>
      <td width=406 height=40>
        <div align=left></div>
      </td>
      <td width=17 height=40>&nbsp;</td>
      <td width=38 height=40>
        <blockquote>
          <div align="left"></div>
        </blockquote>
      </td>
      <td width=347 height=40><font face="Times New Roman, Times, serif">Name:
        David W. Dunlap<br>
        Title: Vice President, Finance and Administration <br>
        and Chief Financial Officer</font></td>
    </tr>
  </table>
</div>
<p>&nbsp;</p>
<p>&nbsp;</p>
<p>&nbsp;</p>
<p>&nbsp;</p>
<p>&nbsp;</p>
<p>&nbsp;</p>
<p>&nbsp;</p><p style="PAGE-BREAK-BEFORE: always">
<hr width="100%">
<p align=center><font face="Times New Roman, Times, serif"><b>EXHIBIT INDEX</b></font></p>
<p align=center>&nbsp;</p>
<table cellspacing=0 cellpadding=0 width="100%" align=left border=0>
  <tr valign=top>
    <td width=215>
      <div align=center>Exhibit 10.10</div>
    </td>
    <td width=29>&nbsp;</td>
    <td width=680>Form of Employment Agreement</td>
  </tr>
</table>
<p>&nbsp;</p>
<p align=center>&nbsp;</p>
<p>&nbsp;</p>
<p>&nbsp;</p>
<p>&nbsp;</p>
<p>&nbsp;</p>
<div align=left>
  <div align=left></div>
</div>
</body>
</html>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>e10-10formofempagreement.htm
<TEXT>
<html>
<head>
<title>Untitled Document</title>

</head>

<body bgcolor="#FFFFFF">
<div align="center">
  <p align="right"><b>Exihibit 10.10</b></p>
  <p>&nbsp;</p>
  <p><font face="Times New Roman, Times, serif" size="3"><b>[<i>FORM OF</i>] EXECUTIVE
    EMPLOYMENT AGREEMENT</b></font> </p>
</div>
<p><font face="Times New Roman, Times, serif" size="3"><br>
  This Employment Agreement (the "Agreement") is entered into as of the last date
  signed (the "Effective Date") by and between Socket Communications, Inc., a
  Delaware corporation (the "Company"), and [<i>Name of Executive</i>] (the "Executive").</font></p>
<p>WHEREAS, the Company desires to continue to employ the Executive and the Executive
  desires to be employed by the company upon the terms and conditions set forth
  below.</p>
<blockquote>
  <p>NOW, THEREFORE, the Company and the Executive agree as follows:</p>
  <p>1. <u>Term of the Agreement</u>. The Company hereby employs the Executive
    and the Executive hereby accepts employment with the Company under this Agreement
    commencing on the Effective Date and expiring on December 31, 2008 (the "Employment
    Period") subject, however, to prior termination as provided pursuant to paragraph
    5 of this Agreement.</p>
  <p>2. <u>Duties and Obligations</u></p>
  <blockquote>
    <p>a. The Executive shall report to, and follow the instructions and wishes
      of, the Company's Chief Executive Officer. [<i>Substitute Chairman of the
      Board for Chief Executive Officer for the CEO</i>]. </p>
    <p>b. The Executive agrees that to the best of his ability and experience,
      he will at all times loyally and conscientiously perform all of the duties
      and obligations required of and from him pursuant to the express and implicit
      terms hereof. </p>
  </blockquote>
  <p>3. <u>Devotion of Entire time to the Company's Business</u> <br>
  </p>
  <blockquote>
    <p>a. During the term of his employment, the Executive shall, during regular
      business hours, devote all of his attention, knowledge, skills, interests,
      and productive time to the business of the Company, and the Company shall
      be entitled to all of the benefits and profits arising from or incident
      to all work, services, and advice of the Executive. </p>
    <p>b. During the term of his employment, the Executive shall not, directly
      or indirectly, either as an employee, employer, consultant, agent, principal,
      partner, stockholder, corporate officer, director, or in any other individual
      or representative capacity, engage or participate in any business that is
      competitive in any manner whatsoever with the business of the Company. </p>
  </blockquote>
  <p>4. <u>Compensation and Benefits</u> </p>
  <blockquote>
    <p>a. <u>Compensation and Benefits</u>. During the term of this Agreement,
      the Company shall pay to the Executive a base annual salary not less than
      the base salary in effect on the Effective Date, payable in equal semi-monthly
      installments in accordance with the Company's payroll schedule; provided,
      however, that Executive's salary may be reduced to the extent the Company
      implements a salary reduction generally applicable to all executive officers
      of the Company. During the term of this Agreement, the Executive shall be
      eligible for salary and merit increases in his base salary as determined
      in the sole discretion of the Compensation Committee of the Company's Board
      of Directors. </p>
    <p>b. <u>Variable Compensation</u>. During the term of this Agreement, the
      Executive is entitled to participate in the Company's Management Variable
      Incentive Compensation Plan according to its terms as set by the Compensation
      Committee of the Company's Board of Directors. </p>
    <p>c. <u>Insurance</u>. The Executive shall be entitled to the prerequisites
      and benefits generally available to the other executive employees or their
      families through group insurance programs sponsored by the Company. </p>
    <p>d. <u>Paid Time Off</u>. The Executive shall be entitled to accrue paid
      time off ("PTO") in accordance with the Company's PTO policy applicable
      to all employees. If the PTO accrual reaches the maximum PTO accrual, any
      PTO that would otherwise accrue for Executive will be paid to Executive
      on the next payroll date, less applicable tax withholding. </p>
    <p>e. <u>Savings Plan</u>. The Executive shall be entitled to the prerequisites
      and benefits generally available to other executive employees through tax
      deferred savings, pension and similar programs when and if sponsored by
      the Company. </p>
  </blockquote>
  <p>5. <u>Termination of Employment</u> </p>
  <blockquote>
    <p>a. The Executive understands that either he or the Company may terminate
      the employment relationship between them at any time, for any reason, with
      or without Cause or notice. For purposes of this Agreement, "Cause" for
      termination of employment by the Company is defined as a determination in
      the sole discretion of the Company's Board of Directors of the occurrence
      of any of the following: </p>
    <blockquote>
      <p>i. Gross misconduct or fraud by the Executive; </p>
      <p>ii. Misappropriation of the Company's proprietary information by the
        Executive; </p>
      <p>iii. Willful and continuing breach by the Executive of his duties under
        this Agreement after the Company has given notice to the Executive thereof
        and Executive has had 30 days in which to cure such breach. </p>
    </blockquote>
    <p>b. If at any time during the Initial Employment Period, the Company terminates
      Executive's employment without Cause, as defined above, or in the event
      of a disability which causes the Executive to be terminated due to being
      unable to perform the essential functions of Executives duties with or without
      a reasonable accommodation, the Company shall provide to Executive each
      of the following in exchange for Executive's execution and non-revocation
      of a general release of claims satisfactory to the Company: </p>
    <blockquote>
      <p>i. The Executive's regular base salary for a period of six (6) months,
        payable on normal company paydays during that six-month period (the "Period").
        The Executive will be entitled to receive this payment regardless of whether
        or not he secures other employment during the Period. </p>
      <p>ii. Reimbursement for the of COBRA premiums until the earlier of either:
        (a) such time as the Executive becomes eligible for the health insurance
        benefits provided by another employer; or (b) the expiration of the Period.
        The Executive understands and agrees that if he does not elect to continue
        his health insurance coverage pursuant to COBRA and the Company's policies
        and procedures for the implementation of COBRA, or does not pay COBRA
        premiums in accordance with the Company's policies and procedures for
        the implementation of COBRA, that Executive shall not be entitled to any
        continuation of health insurance. The Executive agrees that should he
        become eligible for health insurance benefits provided by another employer
        during the Period, he will immediately provide written notice of such
        event to the Company's Chief Executive Officer [<i>for the CEO agreement,
        substitute Chairman of the Board of Directors for Chief Executive Officer</i>].
      </p>
      <p>iii. For the quarter in which the Executive is terminated, he will receive
        the full variable compensation amount, pursuant to the terms of the Management
        Variable Incentive Compensation Plan, to which he would otherwise have
        been entitled had he remained employed with the Company. For the quarter
        following the Executive's termination, he will receive one-half of the
        bonus amount, pursuant to the terms of the Management Variable Incentive
        Compensation Program, to which he would otherwise have been entitled had
        he remained employed with the Company. The Executive understands that,
        except for the payments described in the preceding sentences, he is not
        entitled to, nor will he receive, any further payout under the Management
        Variable Incentive Compensation Program. Within thirty (30) days of the
        date of the termination without Cause of the Executive's employment, and
        pursuant to mutual agreement between the Company and the Executive, the
        Executive may purchase at book value certain items of the Company property
        which were purchased by the Company for the use of the Executive, which
        may include a personal computer, cellular phone, and other similar items.
      </p>
      <p>iv. Employee stock options granted to the Executive stop vesting as of
        the date of employment termination. The Executive shall have an extended
        exercise period for vested options equal to the greater of (aa) 25% of
        total time employed by the Company not to exceed one year, or (bb) 90
        days. However, in no case shall the exercise period be extended beyond
        the expiration date of the grant. Additionally, the option may not be
        extended beyond the later to occur of (cc) the fifteenth day of the third
        month after the option exercise rights would have otherwise expired (typically
        90 days), or (dd) the end of the calendar year during which the option
        exercise rights would have otherwise expired. </p>
    </blockquote>
    <p>The Executive agrees that in the event he accepts employment directly or
      indirectly, either as an employee, employer, consultant, agent, principal,
      partner, stockholder, corporate officer, director, or in any other individual
      or representative capacity, in any business that is competitive in any manner
      whatsoever with the business of the Company, the Company may discontinue
      any of the benefits set forth in paragraph 5(b) not payable as of the date
      of such employment. The Executive understands that in the event his employment
      is terminated for any reason, with or without Cause, after December 31,
      2008, he is not entitled to receive any of the benefits set forth in paragraph
      5(b). </p>
    <p>c. In the event of the termination of this Agreement for any reason, at
      any time, with or without Cause, the Company agrees that it will pay to
      the Executive all his accrued but unused PTO. </p>
    <p>d. In the event that following a Change in Control (as defined below),
      the Executive is asked to move his principal place of employment to a location
      50 miles or more farther from Executive's then-current principal place of
      employment relative to his then-current residence, measured by road distance,
      the Executive may elect to resign his employment. If Executive elects to
      resign within one hundred twenty (120) days following such a Change of Control,
      the Executive will be entitled to receive all of the benefits set forth
      under paragraph 5(b) in exchange for the execution and nonrevocation of
      a general release of claims satisfactory to the Company. For purposes of
      this 5(d), Change in Control shall mean: </p>
    <blockquote>
      <p>i. 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 of the Securities Exchange Act of 1934,
        as amended), 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 </p>
      <p>ii. The consummation of the sale or disposition by the Company of all
        or substantially all of the Company's assets; or </p>
      <p>iii. 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 or
        its parent) at least fifty percent (50%) of the total voting power represented
        by the voting securities of the Company or such surviving entity or its
        parent outstanding immediately after such merger or consolidation. </p>
    </blockquote>
    <p>e. In the event that the Company alters the Executive's reporting structure
      at any time during the Employment Period so that the Executive does not
      report directly to the Chief Executive Officer [<i>substitute Chairman of
      the Board for the CEO</i>], the Executive may elect to resign his employment.
      If Executive elects to resign within one hundred twenty (120) days following
      such a change to his reporting structure, the Executive will be entitled
      to receive all of the benefits set forth under paragraph 5(b) in exchange
      for a general release of claims satisfactory to the Company. [<i>This provision
      only applies to the contracts for the CEO, Executive VP and CFO</i>] </p>
  </blockquote>
  <p>6. <u>Governing Law</u>. This Agreement shall be interpreted, construed,
    governed, and enforced according to the laws of the State of Delaware.</p>
  <p>7. <u>Attorney's Fees</u>. In the event of any arbitration or litigation
    concerning any controversy, claim, or dispute between the parties arising
    out of or relating to this Agreement or the breach or the interpretation hereof,
    the prevailing party shall be entitled to recover from the losing party reasonable
    expense, attorneys' fees, and costs incurred therein or in the enforcement
    or collection of any judgment or award rendered therein. The "prevailing party"
    means the party determined by the arbitrator or court to have most nearly
    prevailed, even if such party did not prevail in all matters, not necessarily
    the one in whose favor a judgment is rendered.</p>
  <p>8. <u>Arbitration</u>. </p>
  <blockquote>
    <p>a. Executive and the Company agree that 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, shall
      be finally settled by binding arbitration to be held in San Jose, California
      under the National Rules for the Resolution of Employment Disputes of the
      American Arbitration Association as then in effect (the "Rules"). The parties
      shall be entitled to conduct discovery pursuant to the California Code of
      Civil Procedure. The arbitrator may regulate the timing and sequence of
      such discovery and shall decide any discovery disputes or controversies
      between the parties. The arbitrator may grant injunctions or other relief
      in such dispute or controversy. The decision of the arbitrator shall be
      final, conclusive and binding on the parties to the arbitration. Judgment
      may be entered on the arbitrator's decision in any court having jurisdiction.
    </p>
    <p>b. The arbitrator(s) shall apply California law to the merits of any dispute
      or claim, without reference to rules of conflicts of law. </p>
    <p>c. Unless otherwise provided for by law, the Company will pay for any administrative
      or hearing fees of such arbitration, except that Executive shall pay the
      first $125.00 of any filing fees associated with any arbitration Executive
      initiates. </p>
    <p>d. EXECUTIVE HAS READ AND UNDERSTANDS THIS SECTION, WHICH DISCUSSES ARBITRATION.
      EXECUTIVE UNDERSTANDS THAT BY SIGNING THIS AGREEMENT, EXECUTIVE AGREES TO
      SUBMIT ANY 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 HIS RIGHT TO A JURY TRIAL AND RELATES TO
      THE RESOLUTION OF ALL DISPUTES RELATING TO ALL ASPECTS OF THE EMPLOYER/EMPLOYEE
      RELATIONSHIP. </p>
  </blockquote>
  <p>9. <u>Amendments</u>. No amendment or modification of the terms or conditions
    of this Agreement shall be valid unless in writing and signed by Executive
    and an officer or member of the Compensation Committee of the Company's Board
    of Directors.</p>
  <p>10. <u>Code Section 409A</u>. Notwithstanding the provisions of Section 9,
    this Agreement will be automatically amended to the extent necessary to avoid
    imposition of any additional tax or income recognition prior to actual payment
    to the Executive under Code Section 409A and any temporary, proposed or final
    Treasury Regulations and guidance promulgated thereunder and the parties agree
    to cooperate with each other and to take reasonably necessary steps in this
    regard.</p>
  <p>11. <u>Severability</u>. All agreements and covenants contained herein are
    severable, and in the event any of them shall be held to be invalid or unenforceable,
    this Agreement shall be interpreted as if such invalid agreements or covenants
    were not contained herein.</p>
  <p>12. <u>Successors and Assigns</u>. The rights and obligations of the Company
    under this Agreement shall inure to the benefit of and shall be binding upon
    the successors and assigns of the Company. The Executive shall not be entitled
    to assign any of his rights or obligations under this Agreement.</p>
  <p>13. <u>Entire Agreement</u>. This Agreement and the Proprietary Information
    and Inventions Agreement signed by the Executive on joining the Company constitute
    the entire Agreement between the parties with respect to the employment of
    the Executive.</p>
</blockquote>
<p>IN WITNESS WHEREOF, the parties have executed this Agreement as of the latest
  date set forth below.</p>
<p>&nbsp;</p>
<table cols=3 width="60%">
  <tr>
    <td height=30 width="50%">
      <div align="left"><font face="Times New Roman, Times, serif" size=3>EXECUTIVE:
        </font> </div>
    </td>
    <td height=30 width="7%">
      <center>
        <font face="Times New Roman, Times, serif" size=3> </font>
      </center>
    </td>
    <td height=30 width="43%">
      <div align="left"><font face="Times New Roman, Times, serif" size=3>SOCKET
        COMMUNICATIONS, INC.: </font> </div>
    </td>
  </tr>
  <tr>
    <td width="43%" height="31">_________________________________________</td>
    <td width="7%" height="30">&nbsp;</td>
    <td width="43%" height="31">_________________________________________</td>
  </tr>
  <tr>
    <td width="50%">[NAME]</td>
    <td width="7%">&nbsp;</td>
    <td width="43%">[NAME]</td>
  </tr>
  <tr>
    <td width="50%">
      <div align="left"><font size="3">[TITLE]</font> </div>
    </td>
    <td width="7%">
      <center>
        <font face="Times New Roman, Times, serif" size=2> </font>
      </center>
    </td>
    <td width="43%">
      <div align="left"><font size="3">[TITLE]</font> </div>
    </td>
  </tr>
  <tr>
    <td width="43%" height="31">_________________________________________</td>
    <td width="7%" height="31">&nbsp;</td>
    <td width="43%" height="31">_________________________________________</td>
  </tr>
  <tr>
    <td width="50%">
      <div align="left"><font size="3">Date Signed</font> </div>
    </td>
    <td width="7%">
      <center>
        <font face="Times New Roman, Times, serif" size=2> </font>
      </center>
    </td>
    <td width="43%">
      <div align="left"><font size="3">Date Signed</font> </div>
    </td>
  </tr>
</table>
<p>&nbsp;</p>
<p align="center">&nbsp; </p>
</body>
</html>
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
