Exhibit 10.13
October 30, 2006
Jeffrey Lindholm
Dear Jeff:
On behalf of BigBand Networks, Inc.
(“BigBand”), I am pleased to confirm our verbal offer
of employment to you for the position of Senior Vice President of
Worldwide Field Operations, reporting to Amir Bassan-Eskenazi or
his designee. This letter sets out the terms of your employment
with BigBand, which will start on November 14, 2006
(“Start Date”). This offer and your Start Date are
contingent upon successful completion of references, employment
verification and a background check.
Subject to the approval of the Board
of Directors of BigBand, in consideration for your service to
BigBand, you will be paid a base salary of $20 ,833 per month (which equals $250,000 on an
annualized basis), less applicable taxes and other withholdings in
accordance with BigBand’s standard payroll practices. You
will be eligible for $150,000 in variable compensation based on a
combination of (i) sales compensation according to the BigBand
Sale Compensation Plan, and (ii) participation in BigBand’s
performance bonus program on the same basis as other members of
BigBand’s senior management. In addition, you will be
eligible to participate in various BigBand fringe benefit plans,
including: Group Health Insurance, Flexible Spending Accounts,
401(k) Savings Plan, and the vacation program. BigBand
reserves the right to modify employee benefit plans and policies,
as it deems necessary. These benefits will be explained to you
during your employee orientation. Finally, as as additional
incentive, BigBand is prepared to offer you a $50,000 in singing
bonus (less applicable taxes and other withholding), which will be
paid to you in three increments: (i) $16,666 on
January 1, 2007 if you remain actively employed on such date,
(ii) $16,667 on March 1, 2007 if you remain actively employed
on such date, and (iii) $16,667 on May 1, 2007 if you
remain actively employed on such date.
Subject to the approval of the Board
of Directors of BigBand, you will be granted an option to purchase
1,700,000 shares of BigBand common stock under BigBand’s
Stock Option Plans at an exercise price equal to the fair market
value of that stock on your option grant date. Your option will
vest over a period of four years, and will be subject to the terms
and conditions of the related BigBand Stock Options Plan and
related standard form of stock option agreement, which you will be
required to sign as a condition of receiving the option.
Your employment with BigBand is
“at will”; it is for no specified term, and may be
terminated by you or BigBand at any time, with or without cause or
advance notice. Any contrary representations that may have been
made to you are superceded by this offer. This is the full and
complete agreement between you and BigBand on this term. Although
your job duties, title, compensation and benefits, as well as
BigBand’s personnel policies and procedures, may change from
time to time, the “at will” nature of your employment
may only be changed in an express written agreement signed by you
and BigBand’s Chief Executive Officer.
In the event that BigBand should
experience a Change in Control (as that term is defined in the
stock option agreement), and you are terminated for a reason other
than for Misconduct or you are Constructively Terminated within six
months (6) months of such Change in Control, you (i) will
receive accelerated vesting equal to the greater of:
(A) twelve (12) months, or (B) fifty percent (50%)
of the remaining unvested shares of stock, plus
(ii) contingent upon your signing of a general release
acceptable to BigBand or its successor in interest, will receive a
severance payment equal to six (6) months of base salary, less
applicable taxes and other withholdings as determined by
BigBand’s payroll department.
For purposes of this Agreement,
“Misconduct” shall mean the commission of
any
