Exhibit 10.8
EMPLOYMENT
AGREEMENT
This Employment Agreement is made as
of January , 2000, by and between
Amir Bassan-Eskenazi (the “Executive”) and BigBand
Networks, Inc. (the “Company”).
WHEREAS , the Executive has certain experience and
expertise that qualify him to provide the managerial skills
required by the Company; and
WHEREAS , the Executive and the Company deem it in their
respective best interests to enter into an agreement providing for
the employment of the Executive as the Company’s President
and Chief Executive Officer, subject to the terms and conditions
hereinafter set forth; and
WHEREAS , the Executive has executed the Company’s
Nondisclosure and Developments Agreement (the “Nondisclosure
Agreement”) dated October 3, 1999 and attached hereto as
Exhibit A;
NOW, THEREFORE
, in consideration of the foregoing
and the agreements herein contained, the parties hereto hereby
agree as follows:
1. Employment . Subject to
the terms and conditions set forth in this Agreement, the Company
offers and the Executive hereby accepts employment, effective as of
January 1,2000, 2000 (the “Effective
Date”).
3. Capacity and Performance .
During the term hereof, the Executive shall serve the Company as
its President and Chief Executive Officer. The Executive shall
report to the Company’s Board of Directors (the
“Board”). The Executive shall comply with and perform,
faithfully, diligently and to the best of his ability, such
directions and duties in relation to the business and affairs of
the Company as may from time to time be vested in or requested of
him by the Company. The Executive shall devote substantially all of
his business time, attention and energies to the business of the
Company and shall not engage in any other business activity
(without the Board’s approval), whether or not for profit or
other pecuniary advantage, that may conflict with the performance
of the Executive’s duties under this Agreement.
4. Compensation and Benefits
. As compensation for the satisfactory performance by the Executive
of his duties and obligations hereunder to the Company and subject
to the provisions of Section 5, the Executive shall
receive:
4.1. Base Salary . The
Executive’s initial base salary shall be paid at a rate of
$225,000.00 per year (the “Base Salary”). The Base
Salary shall be payable in accordance with the customary payroll
practices of the Company as may be established or modified from
time to time. Currently, salaries are paid on a bi-weekly basis.
The Company may at its sole discretion increase the
Executive’s salary (by 10%) upon the occurrence of certain
milestones set forth in Exhibit B hereto.
4.2 Performance Bonus . The
Executive shall be eligible to receive a bonus of up to 30% of his
Base Salary based upon, among other things, the Executive’s
performance, the
Company’s performance, and any other
factors the Company wishes to consider. Such bonus, if any, shall
be determined at the sole discretion of the Company and shall be
payable in accordance with the customary bonus practices of the
Company as may be established or modified from time to
time.
4.4. Vacation . Subject to
and in accordance with the Company’s policy, the Executive
shall be eligible to accrue up to 20 days of paid vacation per
calendar year.
4.5 Company Car . The Company
will provide the Executive with a loan of up to $25,000, to be
repaid no later than six (6) months from the date the loan
proceeds are received by the Executive, for the purchase of an
automobile.
4.6 Benefits . During the
term hereof and subject to any contribution therefor generally
required of executives of the Company, the Executive and his
companion or family shall be eligible to participate in all
employee benefits plans, including the Company’s health and
disability insurance plans and pension plans, from time to time
adopted by the Company and in effect for executives of the Company
in similar positions. Such participation shall be subject to
(i) the terms of the applicable plan documents,
(ii) generally applicable Company policies, and (iii) the
discretion of the Company and/or the Board or any administrative or
other committee provided for in or contemplated by such plan. The
Company’s current plans and policies shall govern all other
benefits.
4.7 Relocation Expenses
.
(a) In connection with the
Executive’s relocation from Israel to California, the Company
will reimburse the Executive for the following expenses:
i. Expenses associated with the
Executive’s (and his companion’s) physical move from
Israel to California, including reasonable lodging for up to 30
days of temporary living in connection therewith.
ii. Expenses associated with the
Executive’s expatriation costs, including but not limited to
legal costs incurred in connection with obtaining the proper visas
and/or permits necessary for Executive to work in the United
States.
iii. Two (2) round trip
airplane tickets (coach class) per year between Israel and
California for the Executive’s family (including his
companion).
(b) The Executive hereby agrees that
all such expenses to be reimbursed to him under this Section by the
Company shall be reasonable and that the Executive shall use his
best efforts to minimize the costs by obtaining, in each instance,
terms which are as favorable as those which the Executive would
negotiate if he were to pay for such expenses directly himself.
Further, the Executive agrees to provide suitable and accurate
documentation evidencing such costs incurred, and the Company shall
provide reimbursement within a reasonable time after the receipt of
such documentation.
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(c) Upon the termination of the
employment of the Executive hereunder for any reason whatsoever,
the Company shall reimburse the Executive for all relocation
expenses incurred in the relocation of the Executive (including his
family and companion) and their possessions to Israel.
(d) The expenses in this
Section 4.7 will be charged as Company business expenses to
the extent permitted by the IRS. The reimbursement of some of these
expenses may be considered compensation includible in the gross
income of the Executive. To the extent the reimbursement does
constitute income includible in the gross income of the Executive,
the Company agrees to make an additional payment (the “
Gross-Up Payment ”) in order to put the Executive in
the same financial position after the payment of taxes with respect
to the includible amounts referred to above (and accounting for any
taxes paid in connection with the Gross-Up Payment) as the
Executive would have been if none of the reimbursement amounts had
been includible in gross income.
4.8. Business Expenses . The
Company shall pay or reimburse the Executive for all reasonable
business expenses incurred or paid by the Executive in the
performance of his duties and responsibilities hereunder, subject
to (i) any reasonable expense policy set by the Company as may
be modified from time to time, and (ii) such reasonable
substantiation and documentation requirements as may be specified
by the Company from time to time.
5. Termination of Employment
. Notwithstanding the provisions of Section 2 hereof, the
Executive’s employment and this Agreement shall terminate
prior to the expiration of the term of this Agreement under the
following circumstances:
5.1. Death or Disability . In
the event of the Executive’s death or Disability (as defined
herein) during the term hereof, the Executive’s employment
and this Agreement shall immediately and automatic
