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Exhibit
10.6
May 10,
2002
Mr. Jay R.
Zerfoss
2500 South
Court
Palo Alto, CA
94301
Dear
Jay,
We are pleased
to offer you employment commencing May 1, 2002 with Procera
Networks, Inc. (the "Company") in the exempt position of
Vice President—Finance/CFO , reporting to
the President/CEO.
You will be
compensated as follows:
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Interim
Salary:
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See attached
Salary Schedule.
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Base
Salary:
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$140,000
annually, which is $5.384.62 per bi-weekly payroll beginning July
29, 2002.
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Stock
Purchase:
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Upon
commencement of your employment you may purchase Founders' shares
of the Company's common stock.
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Vesting:
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25% of shares
vest immediately, 25% of shares vest on May 31, 2003, and 2.78% of
shares vest at the end of each calendar month, beginning June 30,
2003 and continuing each month thereafter until fully
vested.
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Purchase Price:
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$.001 per
share
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Vacation:
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Per Company
Policy
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Medical
Benefits:
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Per Company
Policy
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The Company
offers a number of benefits to its employees, presently including,
health, dental, and vision insurance. The Company policy also
provides for paid time off and the direct deposit of paychecks.
Details of these benefits are available and will be provided to you
separately. Benefits will become available to you on July 1, 2002.
The Company reserves the right to alter its policies and/or to
amend it benefits in its discretion upon notice to its
employees.
Your 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 cau
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