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Exhibit 10.1
December 22, 2004
Michael Pohl
nCube
1825 NW 167thPlace
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:
1.
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.
2.
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.
3.
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.
4.
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, compensa
