PCTEL, Inc. (NASDAQ:PCTI) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item 5.02

On March 15, 2017, the Board of Directors (the Board) of PCTEL,
Inc. (the Company or PCTEL), upon the recommendation of the
Compensation Committee of the Board, approved base salaries and
fiscal 2017 incentives for the named executive officers, as
described below.

Base Salaries

The Compensation Committee based its recommendation to the Board
with respect to base salaries of the named executive officers on
the assessment of the performance, experience and
responsibilities of each named executive officer, the Companys
performance, and recommendations provided by the Committees
independent compensation consultant.

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¹Increased effective
January 2, 2017 in connection with Mr. Neumanns promotion to his
current role, as disclosed in the Current Report on Form 8-K
dated September 20, 2016.

²Increased effective
April 1, 2017.

³Increased effective
January 1, 2017 in connection with Mr. Bharadwajs and Mr. Millers
promotions to their current roles, as disclosed in the Current
Report on Form 8-K dated November 21, 2016.

⁴Established effective
January 2, 2017 in connection with Mr. Singers transition from
the role of Chairman and Chief Executive Officer to his current
role, as disclosed in the Current Report on Form 8-K dated
September 20, 2016.

Adoption of 2017 Short-Term Incentive Plan

The Board adopted and approved a simplified Short Term Incentive
Plan for 2017 (the 2017 STIP). The 2017 STIP is designed to
provide incentive awards for the Chief Executive Officer, the
other named executive officers and certain other employees of
PCTEL based on the achievement of specifically-identified,
short-term corporate and business segment goals for 2017.

The material terms of the 2017 STIP included the following:

Adoption of 2017 Long-Term Incentive Plan

The Board also approved the grant of long-term incentive equity
awards under the Companys Stock Plan.The simplified Long-Term
Incentive Plan for 2017 (2017 LTIP) employs service-based
vesting.The number of restricted shares awarded under the 2017
LTIP was substantially reduced from previous years, and the
restricted shares will vest in their entirety on the second
anniversary of the grant date, versus in equal annual increments
over a four-year period.Each named executive officer must be an
employee of the Company on the vesting date in order to receive
the equity award.Mr. Singer will not participate in the 2017
LTIP.

About PCTEL, Inc. (NASDAQ:PCTI)

PCTEL, Inc. (PCTEL) delivers telecom solutions. The Company operates in two segments: Connected Solutions and RF Solutions. The RF Solutions segment develops and provides test equipment, software and engineering services for wireless networks. The Connected Solutions segment designs and delivers antennas and site solutions for wireless networks globally. PCTEL antennas and site solutions support networks across the world, including Supervisory Control and Data Acquisition (SCADA) for oil, gas and utilities, fleet management, industrial operations, healthcare, small cell and network timing deployment, defense, public safety, education and broadband access. Its SeeGull flex scanning receivers are used around the world for indoor and drive test applications, including baseline testing, acceptance testing, spectrum clearing, troubleshooting and network optimization. PCTEL provides wireless network testing, commissioning, optimization, design, integration and consulting services.

PCTEL, Inc. (NASDAQ:PCTI) Recent Trading Information

PCTEL, Inc. (NASDAQ:PCTI) closed its last trading session down -0.20 at 5.60 with 58,590 shares trading hands.