EX-10.9



 Exhibit 10.9 
 January 8, 2007 
 Norm Foust 
 Dear Norm: 
 On behalf of Cyan Optics, Inc. (the “Company”), I am
pleased to offer you the position of Vice President, Manufacturing Operations for the Company. 
 The terms of your new position
with the Company are as set forth below: 
 1. Position. 
 (a) You will become Vice President, Manufacturing Operations of the Company working out of the Company’s headquarters office in Petaluma, California. You will be responsible for the building and
managing the Cyan Operations team and partners. You will report to the President. 
 (b) You agree to the best of your ability and experience
that you will at all times loyally and conscientiously perform all of the duties and obligations required of and from you pursuant to the express and implicit terms hereof, and to the reasonable satisfaction of the Company. During the term of your
employment, you further agree that you will devote all of your business time and attention to the business of the Company, the Company will be entitled to all of the benefits and profits arising from or incident to all such work services and advice,
you will not render commercial or professional services of any nature to any person or organization, whether or not for compensation, without the prior written consent of the Company, and you will not directly or indirectly engage or participate in
any business that is competitive in any manner with the business of the Company. Nothing in this letter agreement will prevent you from accepting speaking or presentation engagements in exchange for honoraria or from serving on boards of charitable
organizations, or from owning no more than one percent (1%) of the outstanding equity securities of a corporation whose stock is listed on a national stock exchange. 
 2. Start Date. Subject to fulfillment of any conditions imposed by this letter agreement, you will commence this new position with the Company on March 15, 2007 (the “Start
Date”). 
 3. Proof of Right to Work. 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. 
 4. Compensation. You will be paid a monthly salary of $14,583, which is equivalent to
$175,000 on an annualized basis (the “Base Salary”). Your salary will be payable pursuant to the Company’s regular payroll policy. The Base Salary will be reviewed annually as part of the Company’s normal salary review process.









 Norm Foust 
 January 8, 2007 
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 5. Stock Option Grant. 

In connection with the commencement of your employment, the Company will recommend that the Board of Directors grant you an option to
purchase 250,000 shares of the Company’s Common Stock (“Option Shares”) with an exercise price equal to the fair market value on the date of the grant. These option shares will vest at the rate of 25% of the shares on the
twelve (12) month anniversary of your Vesting Commencement Date (as defined in your Stock Option Agreement, which date will be your Start Date, as defined above) and the remaining Option Shares will vest monthly thereafter at the rate of 1/48
of the total number of the Option Shares per month. Vesting will, of course, depend on your continued employment with the Company. The option will be subject to the terms of the Company’s 2006 Stock Plan and the Stock Option Agreement between
you and the Company. 
 6. Benefits. 
 (a) Insurance Benefits. The Company will provide you with the opportunity to participate in the standard benefits plans currently available to other Company employees, subject to any
eligibility requirements imposed by such plans. 
 (b) Vacation; Sick Leave. You will be entitled to paid time off
according to the Company’s standard policies. 
 7. Confidential Information and Invention Assignment
Agreement. Your acceptance of this offer and commencement of employment with the Company is contingent upon the execution, and delivery to an officer of the Company, of the Company’s Confidential Information and Invention Assignment
Agreement, a copy of which is enclosed for your review and execution (the “Confidentiality Agreement”), prior to or on your Start Date. 
 8. At-Will Employment. Your employment with the Company will be on an “at will” basis, meaning that either you or the Company may terminate your employment at any time for any
reason or no reason, without further obligation or liability. The Company may also modify your duties, compensation or other terms and conditions of your employment at any time for any reason, with or without notice. 

9. No Conflicting Obligations. You understand and agree that by accepting this offer of employment, you represent to the
Company that your performance will not breach any other agreement to which you are a party and that you have not, and will not during the term of your employment with the Company, enter into any oral or written agreement in conflict with any of the
provisions of this letter or the Company’s policies. You are not to bring with you to the Company, or use or disclose to any person associated with the Company, any confidential or proprietary information belonging to any former employer or
other person or entity with respect to which you owe an obligation of confidentiality under any agreement or otherwise. The Company does not need and will not use such information and we will assist you in any way possible to preserve and









 Norm Foust 
 January 8, 2007 
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protect the confidentiality of proprietary information belonging to third parties. Also, we expect you to abide by any obligations to refrain from soliciting any person employed by or otherwise
associated with any former employer and suggest that you refrain from having any contact with such persons until such time as any non-solicitation obligation expires. 
 10. Entire Agreement. This letter, together with the Confidentiality Agreement, sets forth the entire agreement and understanding between you and the Company relating to your employment and
supersedes all prior agreements and discussions between us. This letter may not be modified or amended except by a written agreement, signed by the Company and by you. This letter will be governed by the laws of the State of California without
regard to its conflict of laws provision. 
 We are all delighted to be able to extend you this offer and look forward to
working with you. To indicate your acceptance of the Company’s offer, please sign and date this letter in the space provided below and return it to me, along with a signed and dated copy of the Confidentiality Agreement. This offer will
terminate if not accepted by you on or before January 10, 2007. 
  

									
	Very truly yours,	 		 		 	ACCEPTED AND AGREED:
				
	CYAN OPTICS, INC.	 		 		 	Norm Foust
					
	By:	 	 /s/ Michael L. Hatfield
	 		 		 	 /s/ Norm Foust

		 		 		 		 	Signature
					
	Title:	 	 President & CEO
	 		 		 	 1/9/07

		 		 		 		 	Date