Wireless Telecom Group, Inc. (NYSEMKT:WTT) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item5.02

Appointment of Michael Kandell as Chief Financial
Officer

On December 1, 2016, the Board of Directors (the Board) of
Wireless Telecom Group, Inc. (the Company) appointed Michael
Kandell to serve as Chief Financial Officer of the Company,
effective January 2, 2017. Mr. Kandell will succeed Robert
Censullo, who has served as Chief Financial Officer of the
Company for five years.

Mr. Kandell, 41, has more than 18 years of financial management
experience. Since 2010, he has held various positions of
increasing responsibility in finance at Avaya, Inc., most
recently serving as Senior Director of Accounting. Prior to
Avaya, Mr. Kandell worked at Precision Partners, Inc. for 3 years
and, prior to that, at Ernst Young LLP in New Jersey for 7 years.
He received his Bachelors of Science degree in accounting from
College of New Jersey. Mr. Kandell is a Certified Public
Accountant.

Under the terms of the employment letter agreement between Mr.
Kandell and the Company, dated December 1, 2016, Mr. Kandell will
receive an annual initial salary of $222,500.00 and will be
eligible to participate in the Companys Officer Incentive
Compensation Plan (OICP). For 2017, Mr. Kandells target bonus
will be $100,000: 30% of this bonus will be based on his
achievement of his individual performance objectives as
determined by the Compensation Committee of the Board
(Compensation Committee), subject to the Companys achievement of
threshold financial objectives and 70% of this bonus will be
based on the Companys achievement of financial objectives, in
each case as determined by the Compensation Committee.

Mr. Kandell will be awarded an initial grant of 100,000 stock
options (the Option) on his first day of employment with the
Company, which will vest over time, subject to the provisions of
the Wireless Telecom Group, Inc. Amended and Restated 2012
Incentive Compensation Plan (the 2012 Plan) and his signing an
award agreement acceptable to the Company, which will set forth
the exercise price of, vesting schedule for, and other terms
applicable to, the Option.

If Mr. Kandells employment is terminated by the Company for a
reason other than death, Disability or Cause, or he resigns for
Good Reason within 18 months after a Change in Control (as such
terms are defined in the 2012 Plan), then, subject to his signing
and not revoking a general release in a form acceptable to the
Company that has become binding and non-revocable within sixty
days after the termination date, he will be paid or provided: (i)
payment equal to 75% of his salary in effect at the time of the
termination of his employment paid in normal payroll over 9
months; (ii) the amount, in the good faith determination of the
Board, he earned as of his termination date, under the bonus
component of the then applicable OICP; and (iii) at the Companys
election either the continuation of benefits, to the extent
permissible under applicable employee benefit plans in which he
is a participant, for 9 months after the termination date, or a
lump sum payment, in lieu of the continuation of some or all
benefits, in an amount determined by the Board in its discretion.

There are no arrangements or understandings between Mr. Kandell
and any other persons to which Mr. Kandell was named Chief
Financial Officer of the Company. There are also no family
relationships between Mr. Kandell and any director or executive
officer of the Company and Mr. Kandell has no direct or indirect
material interest in any transaction or proposed transaction
required to be disclosed to Item 404(a) of Regulation S-K.

Resignation of Robert Censullo as Chief Financial
Officer

In connection with Mr. Kandells appointment as the Companys Chief
Financial Officer, effective January 2, 2017, Mr. Robert Censullo
resigned as Chief Financial Officer of the Company.

Under the terms of the letter agreement between Mr. Censullo and
the Company, dated December 1, 2016 (the Censullo Letter
Agreement), the parties agreed to terminate the Severance
Agreement between Mr. Censullo and the Company, dated June 14,
2013 (the Severance Agreement) in consideration for Mr. Censullo
being offered either the Controller position or severance under
the Censullo Letter Agreement. to the Censullo Letter Agreement,
Mr. Censullo waived any right under the Severance Agreement to
receive a Severance payment and Continuation of Benefits (as
those capitalized terms are defined in the Severance Agreement).

If Mr. Censullo is offered and accepts the position as
Controller, his employment will be at-will, and he will receive
an initial salary of $160,000.00 per year and be eligible to
participate in the Companys OICP in 2017. For 2017, his target
bonus will be 25% of his salary. Mr. Censullo will continue to be
eligible to participate in Company employee benefit plans in
accordance with the terms of those plans, but the Company will
not provide a car allowance.

If Mr. Censullo is not offered the Controller position, or he
declines that offer, then subject to his signing and not revoking
a general release in a form acceptable to the Company, he will be
paid Severance for the portion of the 180 day period starting on
the signing date and ending on the six-month anniversary of the
signing date that he is not employed by the Company (the
Severance Period). His gross severance payment will be an amount
equal to multiplying the salary rate of $160,000 per year by the
fraction in which the numerator is the number of days in the
Severance Period and the denominator is 365, which will be paid
monthly during the Severance Period in substantially equal
installments beginning on the first payroll date in 2017 that is
at least 5 business days after the general release becomes
binding and non-revocable, subject to any deferral requirements
of Internal Revenue Code Section 409A (as such terms are defined
in the Censullo Letter Agreement).

On December 7, 2016, the Company announced the appointment of Mr.
Kandell as Chief Financial Officer. A copy of the press release
is furnished as Exhibit 99.1 to this report.

The following document is herewith furnished as an exhibit to
this report:

About Wireless Telecom Group, Inc. (NYSEMKT:WTT)

Wireless Telecom Group, Inc. designs and manufactures radio frequency (RF) and microwave-based products for wireless and communications industries. The Company markets its products and services across the world under the brand names, Boonton, Microlab and Noisecom. It serves both commercial and government markets with solutions in distributed antenna systems (DAS), cellular/mobile, wireless fidelity (Wi-Fi), worldwide interoperability for microwave access (WiMAX), private mobile radio, satellite, cable, radar, avionics, medical and computing applications. It operates through two segments: network solutions, and test and measurement. The network solutions segment includes the operations of its subsidiary, Microlab/FXR (Microlab). The test and measurement segment is comprised primarily of the operations of Boonton Electronics Corporation (Boonton) and Noise Com, Inc. (Noisecom). Its suite of instruments and components includes peak power meters and signal analyzers.

Wireless Telecom Group, Inc. (NYSEMKT:WTT) Recent Trading Information

Wireless Telecom Group, Inc. (NYSEMKT:WTT) closed its last trading session up +0.01 at 1.58 with 8,554 shares trading hands.