exv10w8






Exhibit 10.8




     

                                                  NextG Networks, Inc. 2216 O’Toole Avenue, San Jose, CA 95131 Telephone 408 954 1580 Fax 408 383
5397


 

May 26, 2008




Randall I. Bambrough

[Omitted in external version]


Dear Randy:



We are pleased to offer you a position with NextG Networks, Inc. (the “Company”) as the
Chief Financial Officer reporting directly to John Georges, Chief
Executive Officer. In this
position, you will be responsible for performing duties commensurate with your position that
are assigned to you by John. Your employment will begin on Tuesday, May 27, 2008, unless
mutually agreed otherwise.



Compensation:



Your initial base salary for this position, if you accept our offer, will be $16,666,67 per
month (which is equivalent to $200,000 per year), less standard deductions and
withholdings, paid on the 15th and the last day of each month. In the event a payday falls
on a weekend or holiday, your paycheck would be issued on the
previous workday. Your first
pay period may be pro-rated to reflect your actual starting date. Your work schedule
usually will be for eight hours per day, Monday through Friday; however, it may vary, as
needed.



You will also participate in an annual incentive bonus plan where you may earn up to an
additional $40,000 based upon 100% achievement of your first full year plan, payable on an
annual basis, based on the achievement of objectives that you and the Company’s CEO will
mutually determine in good faith within 60 days following start
of your employment.



Stock Options:



We will recommend to the Company’s Board of Directors that, at the first Board of Directors
meeting after you begin your employment, you be granted a stock option to purchase 310,000
shares of the Company’s Common Stock at an exercise price equal to the then current fair
market value as determined by the Board of Directors at such meeting
(the “Option”). Subject to approval by the Board of Directors, twenty-five percent (25%) of the shares
subject to the Option shall vest one year after the date of grant and
1/48th of the
original shares subject to the Option shall vest monthly thereafter, so that the Option
shall be fully vested and exercisable four (4) years from the date of grant, subject to
your continued service to the Company on the relevant vesting dates. In all other respects,
the Option shall be subject to the terms, definitions, and provisions of the Company’s 2001
Stock Plan and the stock option agreement by and between you and the Company, both of which
documents are incorporated herein by reference.



Severance Payments Upon Termination:



If, and prior to a Change of Control as described in the Company’s First Amended and
Restated Change of Control Agreement, the Board terminates your employment with the Company
without Cause or you terminate your employment with the Company by resigning for Good
Reason at any time prior to completion of one full year of continuous employment after the
date of your initial







1









 







stock option grant, in addition to your base salary through the date of such termination plus any
other benefits to which you may be entitled to through the date of termination, the Company will
pay you upon severance (i) an amount equal to your then base salary for a period of three months
following the date of termination (payment to be made in accordance with the Company’s basic
payroll policies and schedules), and (ii) solely in the event of such a termination of the
employment prior to the Initial Vesting Date, accelerated vesting on your initial option granted
such that the total vested portion of such option equals 25%. As provided for under the Company’s
stock option plan, you shall have thirty (30) days from the date of your termination to exercise
your vested stock options. Additionally, in the event you are covered by the Company’s group
medical plan as of your employment termination and you timely elect to continue coverage under that
plan pursuant to applicable law (“COBRA”), the Company will pay your COBRA premiums until the
earliest of (i) the close of the three-month period following the termination of your employment,
(ii) the expiration of your continuation coverage under COBRA or (iii) the date when you become
eligible for substantially equivalent health insurance coverage in connection with new employment
or self-employment; thereafter, you shall be solely responsible for
payment of your COBRA premiums.



If your employment is terminated for any other reason than set forth in the foregoing, then you
will be entitled to receive solely the Company’s standard termination entitlements.



You agree
that the payments set forth in this letter agreement constitute all the payments that
you shall be entitled to, and under any theory, in the event of any termination of employment.
Receipt of these benefits shall be contingent upon receipt by the Company of a full release from
you.



For purposes of this letter agreement, a termination for “Cause” occurs if you are terminated as a
result of your: (i) conviction of a felony, (ii) commission of any act or theft, fraud or
dishonesty against, or involving the records of, the Company, (iii) material breach of the
Employee Invention and Nondisclosure Agreement and/or any other similar such agreement, provided
that such material breach of Employee Invention and Nondisclosure Agreement and/or any other
similar such agreement will not constitute “Cause” if such material breach is cured, if curable,
within ten (10) days of its occurrence, (iv) action which is intended to and does have a material
detrimental effect on the Company’s reputation or business, or (v) failure or inability to perform
any assigned duties reasonably expected of an employee in your position after written notice from
the Company to you, and a reasonable opportunity to cure, such
failure or inability.



Additionally, for purposes of this letter agreement, a resignation for “Good Reason” shall mean
that you resign from employment with the Company due to any of the following: (i) any failure by
the Company to comply with the material terms of this letter agreement after being provided
written notice from you to the Company of its noncompliance, and such noncompliance is not
promptly cured; (ii) any request by the Company that you perform any act which is illegal; (iii)
any material reduction in your responsibilities, duties or authority (unless consented to in
writing by you) relative to that which was in effect immediately prior to such reduction; (iv) any
material reduction of your compensation, incentive programs or benefits from that which was in
effect immediately prior to the reduction (including a refusal by an
acquiror to assume any stock
option or stock purchase agreement to which you are a party in its entirety); or (v) relocation of
your place of employment to a location more than 50 miles from the
current location.



Other Terms:



This position is classified as a regular, salaried exempt position, on a full-time basis,. Exempt
jobs are compensated based upon the responsibilities and professional skills required to
accomplish the objectives of a position successfully. These positions are classified in accordance
with state and federal regulations; and pay is based on performing specific functions and
assignments,




			
	 	 	 
	NextG Networks, Inc.
	 	Page 2 of 4







 









 







rather
than on hours worked. All personnel classified as exempt are presumed to accept their
position responsibilities with the realization that a certain amount of overtime work is inevitable
in the normal course of their duties. No overtime compensation will be paid to exempt employees.



As a regular, full-time employee, you will be eligible to participate in the Company’s employee
benefit plans including health, dental, and vision insurance, paid
time off, and holidays. These
and other employee benefits, policies, and procedures are defined in an Employee Handbook and
other documents, which will be issued to you on your first day of work. Please note that the
Company reserves the right to initiate, cancel, or change any benefit plans and programs that it
may offer to its employees, at any time.



Both you and your supervisor will continue to evaluate your performance throughout your
employment, to work towards a mutually beneficial and rewarding
experience with the Company. You
are encouraged to discuss your progress and performance with your
supervisor at any time. Please
also feel free to come to your supervisor to discuss any other matters that may be affecting your
work or our ability to meet the Company’s commitments to its
customers and investors.



If you choose to accept this offer, you should be aware that your employment with the Company
constitutes “at-will” employment. As such, you may terminate your employment with the Company at
any time and for any reason whatsoever simply by notifying the
Company. Likewise, the Company may
terminate your employment at any time and for any or no reason whatsoever, with or without good
cause or advance notice. This at-will employment relationship cannot be changed except in writing
signed by a Company officer. You understand and agree that neither your job performance nor
promotions, commendations, bonuses, or any other compensation or recognition from the Company give
rise to or in any way serve as the basis for modification, amendment, or extension, by implication
or otherwise, of your employment with the Company.



For purposes of federal immigration law, you will be required to provide to the Company
documentary evidence of your identity and eligibility for employment
in the United States. Such
documentation must be provided to us within three (3) business days of your date of hire, or our
employment relationship with you may be terminated.



This offer is conditional, based on the fact that we have not completed a background investigation
process to date. You should understand that, in the event the Company obtains any adverse
information as a result of an investigation, such as a criminal record or falsification on your
employment application or resume, this offer may be rescinded or your employment may be subject to
termination, regardless of the date of discovery.



You agree that, during the term of your employment with the Company, you will not engage in any
other employment, occupation, consulting, or other business activity directly related to the
business in which the Company is now involved or becomes involved during the term of your
employment, nor will you engage in any other activities that conflict with your obligations to the
Company.



By accepting this offer, you agree that, for one year following the termination of your employment
with the Company, you will not personally initiate or participate in the solicitation of any
employee of the Company to terminate his or her relationship with the Company in order to become
an employee, consultant, or independent contractor for any other
person or business entity.



As a NextG Networks employee, you will be expected to abide by Company rules, regulations,
policies, and procedures, You will be specifically required to sign an acknowledgment that you
have read and understand the Company rules of conduct, including the Company’s strict policy
prohibiting harassment and discrimination. You also agree to maintain the confidentiality of all
confidential and proprietary information of the Company and agree, as a condition of your
employment, to enter into a Confidentiality and Invention Assignment Agreement before you begin
your employment. This offer is contingent on your signature on the attached Confidentiality




			
	 	 	 
	NextG Networks, Inc.
	 	Page 3 of 4






 









 





and
Invention Assignment Agreement. Subject to the Severance Payments Upon Termination section of
this letter, the Company reserves the right to modify your compensation and benefits from time to
time, as it deems necessary, or to amend or terminate any of the policies, plans, or benefits
described in this letter at any time, without notice, with the exception of the Company’s
employment at-will policy.



This letter, including the documents incorporated herein by reference, represent the entire
agreement and understanding between you and the Company concerning your employment relationship
with the Company, and supersede in their entirety any and all prior agreements and understandings
concerning your employment relationship with the Company, whether
written or oral.



The terms of this letter may only be modified, amended, canceled, or discharged by a written
agreement signed by you and an authorized officer of the Company. No other representative of the
Company has authority to alter the at-will status of your employment or to enter into any
employment contract for a definite period with you.



This letter shall be governed by the internal substantive laws, but not the choice of law rules,
of the State of California. In the event that any provision hereof becomes or is declared by a
court of competent jurisdiction to be illegal, unenforceable, or void, this letter shall continue
in full force and effect without such provision.



To indicate your acceptance of the Company’s offer, please sign and date this letter in the space
provided below, and return the signed and dated letter and Non-Disclosure and Proprietary
Information Agreement to Raymond Ostby no later than Tuesday, May 27, 2008 at which time this
offer will expire, if not accepted on or before that date. Your signature below also confirms our
understanding that you are not subject to any employment agreement with another firm that would
preclude us from offering this position to you or you from joining
our organization. We will look
forward to having you arrive for your first day of work on Tuesday, May 27, 2008 for New Hire
Orientation.



We look forward to working with you at NextG Networks, Inc.



Sincerely,

 

NEXTG NETWORKS, INC.




	 	 	 
	/s/ Raymond Ostby
	 	 
	 

Raymond Ostby

	 	 
	CFO
	 	 





I accept this offer of regular, full-time employment and agree to the terms and conditions of
employment set forth in this letter agreement:




	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	Signature:
	 	/s/ Randall I. Bambrough	 	 
	 	 	 	 	 
	 	 	Randall
I. Bambrough
	 	 
	 
	 	 	 	 	 	 	 	 
	Date Signed:

	 	5/26/08	 	Planned Start Date:	 	5/27/08	 	 
	 

	 	 
	 	 	 	 	 	 




Enclosures: Confidentiality and Invention Assignment Agreement, duplicate offer letter, benefits
summary, Application Form and Release




			
	 	 	 
	NextG Networks, Inc.
	 	Page 4 of 4