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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:
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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 automatically terminate and the
Company shall pay to the Executive (or in the case of death, the
Executive’s designated beneficiary or, if no beneficiary has
been designated by the Executive, his estate), any Base Salary
earned but
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