North Moray Street
pleased to offer you employment with Procera Networks, Inc. (the “Company”) in
the exempt position of Vice President of Product Management and Business
Development, reporting directly to me. You will be responsible for our product
positioning and roadmap and work closely with our engineering organization
insure that we are on track to deliver to our product roadmap. You will also
involved in our strategic relationships and work closely with our VP of Sales
and marketing in Busienss Development. You will be employed by Procera Networks,
Inc. through Execustaff, Inc., a professional employer organization providing
human resources management for the Company.
be compensated as follows:
$160,000 annually, payable at the rate of $6,153.85 per pay period.
will be paid on a bi-weekly basis, every other Friday, and will be
to normal withholdings. If a Friday pay period falls on a Company
you will be paid on the last business day prior to the Holiday. The
and last payment by the Company to you will be adjusted, if necessary,
reflect a commencement or termination date other than the first or
working day of a pay period. In addition to your base salary, you
elgible for an annual bonus at the completion of our 2007 year, equal
50% of your base salary. The key deliverables to attain this bonus
the attainment of both our revenue and gross profit business plan
objectives. You will be in the group with the other key executives
company for this consideration.
have requested that the Board
of Directors approve the granting of your incentive stock option
purchase 900,000 shares of the Company’s restricted common stock, at the
closing market price of said stock on the start date agreed to
offer letter. As an officer of the company, your option shall have
standard vesting, except in the event of change of control. If
there is a
change of control, and you are involuntarily terminated within
months of the change of control, then you will be entitled to accelerated
or turbo vesting as to each outstanding option granted to you to
company common stock. All options shall immediately vest and the
shall not have any repurchase rights with respect to these options
Company offers a number of benefits to its employees, presently including,
health, dental, long-term disability, short-term disability, and vision
insurance, as well as 401(k) and Flexible Spending plans. The Company policy
also provides for the direct deposit of paychecks. Details of these benefits
described on the attached summary. The Company reserves the right to alter
policies and/or to amend its benefits in its discretion upon notice to its
employment with the Company will be strictly on an at-will basis, which means
that either you or the Company can end the relationship at any time upon notice
to the other, without cause, for any reason or no reason. The Company also
reserves the right to discipline, demote or alter the terms of employment of
employees at any time, with or without cause or advance notice. This letter
agreement shall represent the entire understanding concerning the at-will nature
of your employment and the possible termination of the employment relationship.
This at-will agreement cannot be changed or modified in any way except by a
written agreement between you and the Company, authorized in advance by a duly
authorized officer of the Company.
employment is conditioned upon your signing and returning this letter as well
the following attached documents, which also shall govern the terms of your
CONFIDENTIALITY AND NON-SOLICITATION
than as expressly stated in this letter and the attached agreements, the Company
makes no promises or representations concerning future promotions, compensation,
or other terms and conditions of employment. By accepting employment, you agree
that you have not relied upon or been induced to accept employment with the
Company on the basis of any such promises or representations.
agreement is the only agreement between the parties, and supersedes any and
previous verbal or written agreements regarding the issues related hereto.
offer is contingent upon your ability to provide proof of eligibility to work
the United States as required by the Immigration Reform Control
anticipated that your employment with Procera Networks, Inc. will commence
October 23d, 2006.
it has been a pleasure to get to know you through the interview process and
I am looking forward to having you join our Procera Team and to having you
the positive difference that I am certain will come as we continue to position
the powerful Packet Logic product into new emerging markets.
Albert Lopez Date: