EX-10.7



 Exhibit 10.7 

July 29, 2010 
 James Gustke 

Piedmont, CA 
 Dear Jim: 

We are very pleased to offer you employment with ooma, Inc. (“Company”) for the position of VP of Marketing, to begin on July 30, 2010. You will
report to the CEO, Eric Stang. This is an exempt position, which carries considerable responsibility and which is integral to the continued development and success of our Company. This letter formally presents the specifics of our offer of
employment, which you should read and carefully consider. 
 You will receive an annual base salary of $200,000 payable in accordance with the
Company’s standard payroll practices. You will be eligible annually for a $50,000 standard performance bonus for meeting a set of well defined objectives based on deliverables and due dates determined by the CEO and on Company achievement of
the annual corporate financial plan; your eligible standard performance bonus from your date of hire until January 31, 2011 will be a prorated amount based on the number of days you have been employed with the Company to align you with the
Company’s annual fiscal cycle which is Feb 1 to January 31. Additionally, you will be eligible to receive quarterly a variable commission bonus based on the Company’s level of sales; this commission bonus will be set each quarter to
be $12,500 if the Company achieves its quarterly sales plan. You will earn 15 days of Paid Time Off (PTO) per year. Subject to Board of Directors’ approval, you will be granted an option to purchase 230,000 shares of the Company’s
common stock under the Company’s 2005 Stock Plan. The per-share exercise price of the option will be equal to the per-share fair market value of the common stock on the date of grant as determined by the Board of Directors. Such options shall
be subject to vesting restrictions, which include a one-year cliff, a 4-year vesting period and other standard provisions set forth in the Company’s stock option documentation and the 2005 Stock Plan. While not guaranteed, I will ask the
Company’s Compensation Committee to consider establishing the vesting schedule of your option grant to reflect as if the grant had been made to you on March 1, 2010. 

In the event a Change of Control occurs (as defined in the Company’s 2005 Stock Plan) and within twelve (12) months following such Change of
Control, either (A) your service with the Company is involuntarily terminated without Cause (as defined in the 2005 Stock Plan), or (B) without your consent there is a material reduction of your duties, authority or responsibilities,
relative to your duties, authority and responsibilities as in effect immediately prior to such reduction, then 100% of the shares of Common Stock subject to any options granted to you by the Company prior to such Change of Control that have not yet
vested as of the date of such involuntary termination or material reduction (the “Effective Date”) shall vest and become exercisable as of immediately prior to the Effective Date. 

The Company offers a comprehensive package of employee benefits. You will be entitled to participate in these benefit plans upon satisfying plan eligibility
requirements. At the present time this package includes medical and dental insurance. 







 Employment at the Company is “at will.” This means that you are free to resign at any time with or
without cause or prior notice. Similarly, the Company is free to terminate our employment relationship with you at any time, with or without cause or prior notice. Although your job duties, title, compensation and benefits, as well as the
Company’s policies and procedures, may change from time-to-time, the “at-will” nature of your employment may only be changed in a document signed by you and the CEO of the Company. Your employment with the Company is subject to ooma,
Inc.’s general employment policies, many of which are described in the ooma, Inc. Employee Handbook. 
 Your employment pursuant to this offer is
contingent on the following: (1) your signing of the Company’s Proprietary Information and Inventions Assignment Agreement, which, among other things, requires that you will not, during your employment with the Company, improperly use or
disclose any proprietary information or trade secrets of any former employer and will not bring onto the Company’s premises any confidential or proprietary information of any former employer unless that employer has consented to such action in
writing; (2) your ability to provide the Company with the legally-required proof of your identity and authorization to work in the United States; (3) to ensure that any disputes regarding employment at ooma, Inc. are resolved efficiently
and economically, we require all new employees to execute our standard Arbitration Agreement; (4) to ensure that you are aware of the policies at ooma, Inc., we require that you sign an acknowledgement that you have received our employee
handbook. These documents will be sent to you under separate cover, and (5) all reference checks resulting in a positive outcome 
 We hope that you
will accept our employment offer on the above terms and conditions, which can be modified only in a writing signed by the Company’s CEO. This letter sets forth the terms of your employment with us and supersedes any prior representations or
agreements, whether written or oral. We realize that this sounds a bit formal, but we want to make sure that you understand the important aspects of employment at ooma, Inc., before you make a decision about joining us. To accept our offer, please
return one original copy of your signed offer letter to me at your earliest convenience, but no later than the close of business on July 30, 2010. After that time, this offer expires and will be withdrawn. 

Please contact me if you have any questions whatsoever about this letter or your employment. We are looking forward to you joining us as a member of the ooma,
Inc. team. 
  

							
	Sincerely,				Agreed and Accepted:
	 /s/ Eric Stang
				 /s/ Jim Gustke
		7/30/2010
	Eric Stang, CEO				Jim Gustke		Date


  
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