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Revised Offer Letter

Executive Employment Agreement

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nCube | Michael Pohl

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Title: Revised Offer Letter
Governing Law: Pennsylvania     Date: 1/6/2005
Industry: Communications Equipment    

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Exhibit 10.1



December 22, 2004


Michael Pohl


1825 NW 167 th Place

Beaverton, OR 97006


Re: Revised Offer Letter


Dear Mike:


On behalf of David Woodle, CEO and Chairman of the Board, I would like to extend to you our employment offer for the position as President of the newly combined Broadband Management Solutions and nCube group. This offer is contingent upon, and will become effective as of, the closing date of the acquisition of nCube by C-COR. We are excited about the opportunities that lie ahead of us as we add the capabilities of nCube to the organization. We trust that you will become a key team player in helping to achieve our objectives and satisfy our customers’ requirements. As you begin your employment with us, let me offer a warm and sincere welcome.


The terms and conditions of your employment are set forth below:




Position: You will be an Officer of C-COR and your position will be as the President of the combined Broadband Management Solutions and nCube group. By signing this offer letter, you represent and warrant to the Company that you are under no contractual or other commitments inconsistent with your obligations as a full-time employee of the Company.




Compensation: a) You will be paid a base salary at the annual rate of $300,000, payable bi-weekly according to the standard payroll practices for salaried employees within C-COR. This salary will be subject to adjustment pursuant to the Company’s employee compensation policies in effect from time to time, but will not be reduced below $300,000 annually without your agreement. b) You will be eligible to participate in the Fiscal Year 2005 Profit Incentive Plan (PIP) for Officers. Your Profit Incentive Plan payment at 100% achievement of goals will be equal to fifty percent (50%) of your annual base salary earned as a C-COR employee during the measurement period (FY05). Achievement of financial goals and final payment are subject to Board of Directors approval.




Stock Options: You will be granted 25,000 C-COR non-qualified stock options with a price per share equal to the closing price of C-COR’s common stock on your date of hire, scheduled to coincide with the closing of the acquisition of nCube by C-COR. These

options will have 4-year vesting (25% per year) with an 8-year exercise period. In addition, you will be granted 50,000 non-qualified stock options, which have a performance component. These options will also have a strike price as of your date of hire, but will have 5-year cliff vesting (100% vested after 5-years) with the ability to have the vesting accelerated based upon your contributing to C-COR’s meeting a performance target of $1.00 of First Call earnings per share over four consecutive quarters. The Compensation Committee of the Board of Directors will make the final determination of goal achievement and any acceleration.




Period of Employment: Your employment with the Company will be “at will,” meaning that either you or the Company will be entitled to terminate your employment at any time and for any reason, with or without Cause. Any contrary representations that may have been made to you are superseded by this offer letter. This is the full and complete agreement between you and the Company on this term. Although your job duties, title, compensation and benefits, as well as the Company’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 a duly authorized officer of the Company.




You will be eligible for benefits associated with your position as President of the combined Broadband Management Solutions and nCube group including accruing Paid

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