exv10w15






Exhibit
10.15



AMENDMENT TO OFFER LETTER




     This Amendment to Offer Letter (the “Amendment”) is made and entered into as of December 23,
2008 (the “Effective Date”), by and between Cavium Networks, Inc., a Delaware corporation (the
“Company”) and Sandeep Vij (“Executive”).



RECITALS




     A. The Company retains the services of Executive pursuant to that certain offer letter dated
May 1, 2008 (the “Offer Letter”).



     B. The Company and Executive wish to amend the Offer Letter to comply with the requirements of
Section 409A of the Internal Revenue Code of 1986, as amended.



AGREEMENT




     The third paragraph of the Offer Letter is hereby amended and restated in its entirety to read
as follows:




In the event Cavium Networks, Inc. (the “Company”) (or any successor-in-interest) terminates
your employment without Cause (as defined in the attached appendix) or you resign for good
reason (as defined in the attached appendix) and such termination results in a “separation
from service” with the Company within the meaning of Treasury Regulation Section 1.409A-1(h)
(without regard to any possible alternative definition of “termination of employment”
thereunder) (a “Covered Termination”), two-thirds (66.67%) of all then unvested stock
options granted pursuant to this offer letter will immediately vest and you will receive, in
one lump sum, 12 months of base salary and 100% of your target yearly bonus (if applicable)
(such cash severance, the “Severance Payments”). In addition, the Company will pay directly
to the COBRA administrator 12 months of your COBRA premiums at the level of benefits
received immediately before your termination, providing that the COBRA payments shall cease
in the event you receive benefits comparable to the COBRA benefits from a new employer.



     The fifth paragraph of the Offer Letter is hereby amended and restated in its entirety to read
as follows:




For those stock options granted pursuant to this offer letter, if during any part of your
Three Month Post-Termination Exercise Period the Company is, for any reason, unwilling or
unable to issue you freely tradable (registered) securities upon exercise of your option
and/or the sale of shares issued upon exercise of your option would violate the Company’s
Insider Trading Policy, then your Three Month Post-Termination Exercise Period shall be
extended so that you have an aggregate period of three (3) months after the termination of
your Continuous Service where the Company is willing and able to issue you freely tradable
securities upon exercise of your option and you are able to sell those securities on the
public market. However, any such extension of your stock options shall not exceed the
earlier of (i) the tenth anniversary of the original date of grant of the stock option, or
(ii) the expiration of the maximum term of the stock option.



 









 





     A new paragraph is hereby inserted to read as follows:




All payments provided hereunder are intended to constitute separate payments for purposes of
Treasury Regulation Section 1.409A-2(b)(2). If you are a “specified employee” of the
Company or any affiliate thereof (or any successor entity thereto) within the meaning of
Section 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended (the “Code”) on
the date of a Covered Termination, then the Severance Payments shall be delayed until the
earlier of: (i) the date that is six (6) months after the date of the Covered Termination,
or (ii) the date of your death (such date, the “Delayed Payment Date”), and the Company (or
the successor entity thereto, as applicable) shall pay to you a lump sum amount equal to the
sum of the Severance Payments that
otherwise would have been paid to you on or before the Delayed Payment Date, without any
adjustment on account of such delay. Any COBRA premiums paid hereunder are not intended to
be delayed pursuant to Section 409A(a)(2)(B)(i) of the Code and are intended to be paid
pursuant to the exception provided by Treasury Regulation Section 1.409A-1(b)(9)(v)(B).



     In Witness Whereof, the Company and Executive have executed this Amendment on the
dates set forth below, to be effective immediately as of the Effective Date.



	 	 	 	 	 
	Cavium Networks, Inc.	 	 
	 
	 	 	 	 
	By:

	 	/s/ Syed Ali
 

	 	     
	 
	 	 	 	 
	Its:

	 	CEO
 

	 	     
	 
	 	 	 	 
	Date:

	 	12/23/08
 

	 	     
	 
	 	 	 	 
	Executive	 	 
	 
	 	 	 	 
	/s/ Sandeep Vij	 	 
	 	 	     
	 
	 	 	 	 
	Date:

	 	12/23/08