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Exhibit
10.7
March 12,
2004
Anil
Sahai
20661 Carniel
Avenue
Saratoga, CA
95070
Dear
Anil,
We are pleased
to offer you employment with Procera Networks, Inc. (the "Company")
in the exempt position of Executive Vice-President and Chief
Technical Officer (CTO), reporting to the CEO of the
Company. You will be employed by Procera Networks, Inc. through
Execustaff, a Professional Employer Organization providing human
resources management.
You will be
compensated as follows:
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Base
Salary:
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$180,000
annually, payable at the rate of $6,923.08 per pay period. You will
be paid on a bi-weekly basis, every other Friday, and will be
subject to normal withholdings. If a Friday pay period falls on a
Company Holiday, you will be paid on the last business day prior to
the Holiday. The first and last payment by the Company to you will
be adjusted, if necessary, to reflect a commencement or termination
date other than the first or last working day of a pay
period.
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Incentive
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You will have
the opportunity to earn an incentive target bonus of $100,000
per annum, based on your performance against milestones which are
mutually agreed upon by you and the CEO and approved by the Board
of Directors.
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Stock
Options:
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Upon
commencement of employment, you will be granted an incentive
stock option, subject to approval by the Board of Directors at
their meeting in April 2004, to purchase 1,200,000 shares of the
Company's common stock The option price per share will be the
closing bid price of the Company's common stock on the business day
prior to the Date of Grant by the Board. Options will vest as
follows: (a) Zero (0) vesting for the first three (3) months of
employment following your Hire Date; (b) three-hundred thousand
(300,000) shares will vest on the last day of the calendar month in
which your third calendar month of employment occurs; and (c)
eighty-one thousand eight-hundred eighteen (81,818) shares shall
vest at the end of each th
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