Offer Letter between Calix Networks, Inc. and Carl Russo



 Exhibit 10.8 
 

 
 November 1, 2006 
 Carl Russo 
 c/o Calix Networks, Inc. 
 1035 N. McDowell Blvd. 
 Petaluma, CA 94954 
 Dear Carl: 
 On behalf of Calix
Networks, Inc. (the “Company”), I am pleased to offer you this employment agreement to continue in the full time position of President and Chief Executive Officer of the Company. 
 The terms of your position with the Company are as set forth below: 
 1. Position. 
 a. You will continue in your role as the President and Chief Executive Officer of the Company, working out of the Company’s headquarters office in Petaluma, California. You will report to the
Company’s Board of Directors. You will continue in your role as a Director of the Company. 
 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’s Board of Directors, 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. Notwithstanding the foregoing, however, you shall be permitted to continue to serve on the boards of
directors of the companies set forth on Attachment A hereto; provided, however, that you will devote only such time to those companies as is required to properly discharge your fiduciary duties thereto and you shall, as situations allow, make
a good faith effort to resign from such boards as soon as practicable. 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 used on a national stock exchange. 
 2. Effective Date. Subject to fulfillment of any conditions imposed by this letter agreement, the terms of this agreement shall commence November 1, 2006 (the “Anniversary
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 receive a base salary of $2,000.00 every two
weeks, which equates to $52,000.00 annually, on the Company’s regular payroll dates and subject to applicable tax withholding. The Compensation Committee will review your compensation on an annual basis and, based on your performance and the
Company’s performance, expects to increase your cash compensation to market levels in conjunction with the completion of an Initial Public Offering. 
 5. Stock Options. 
 a. Initial Grant. In connection
with the continuation of your employment, the Board of Directors shall grant you an option or stock purchase right to purchase 440,000 shares of the Company’s Common Stock (“Shares”) with an exercise price equal to the fair
market value on the date of the grant. This option will vest at the rate of 1/48 of the total number of Shares underlying the option per month following the grant/award date for the 48 month period thereafter; provided, however, that
in the event that (i) your employment relationship with the Company is terminated or you are voluntarily or involuntary removed as Chief Executive Officer of the Company and (ii) you continue to serve as a consultant to, and member of the
Board of Directors of, the Company, then the vesting on your option will thereafter be modified, without further action, such that 1/96 of the total number of Shares underlying the option will vest per month for the duration of the Vesting Period
(as defined below) with no further vesting thereafter. Vesting will depend on your continued employment with the Company (subject to the above proviso, in which case vesting will depend on your continued service to the Company as described therein).

 b. Initial Grants with Delayed Vesting. In addition to the grant referenced in paragraph 5a. above, the Board
of Directors shall grant you an option or stock purchase right to purchase 547,200 shares of the Company’s Common Stock (the “Delayed Vesting Shares”) with an exercise price equal to the fair market value on the date of the
grant. This option shall begin vesting in 3 equal trenches on each of the subsequent 3 anniversary dates of this agreement such that one-third of the Delayed Vesting Shares underlying such option will begin vesting on the one-year anniversary of the
date of this Agreement, an additional one-third of the Delayed Vesting Shares underlying this option shall begin vesting on the two-year anniversary of the date of this Agreement and the final one-third of the Delayed Vesting Shares underlying this
option shall begin vesting on the three-year anniversary of the date of this Agreement (for each tranche, the “Initial Vesting Date”), in each case subject to your being employed as the Company’s Chief Executive Officer on such
anniversary date. Once vesting begins on each of the three tranches, the Delayed Vesting Shares included within such tranche shall vest at the ratio of 1/48 of the total number of Delayed Vesting Shares included within such tranche per month
following the Initial Vesting Date for such tranche for the 48 month period thereafter; provided, however, that in the event that (i) your employment relationship with the Company is terminated or you are voluntarily or
involuntarily removed as Chief Executive Officer of the Company and (ii) you continue to serve as a consultant to, and member of the Board of Directors of, the Company, then

  

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the vesting on your option will thereafter be modified, without further action, such that 1/96 of the total number of Delayed Vesting Shares included within such tranche will vest per month for
the duration of the Vesting Period (as defined below) for such tranche with no further vesting thereafter. Vesting will depend on your continued employment with the Company (subject to the above proviso, in which case vesting will depend on your
continued service to the Company as described therein). For purposes of clarification, in the event that your employment relationship with the Company is terminated or you are voluntarily or involuntarily removed as Chief Executive Officer of the
Company and you continue to serve as a consultant to, and member of the Board of Directors of, the Company, you will not be entitled to begin vesting on any tranche of Delayed Vesting Shares under this option for which vesting has not already begun.

 c. Option Terms. The options granted to you as set forth hereunder will be immediately exercisable and, if
exercised prior to vesting, will be subject to the Company’s right to repurchase unvested shares at cost in connection with the termination of your employment with the Company (subject to paragraph 5d. below) or, under the circumstances
described in the provisos to paragraphs 5a and 5b above, in connection with the termination of services as described therein. The options will be non-qualified stock options and will be subject to the terms of the Company’s 2002 Stock Plan and
the Stock Option Agreements between you and the Company. 
 d. Acceleration of Vesting. In the event that the
Company consummates a Change of Control Transaction (as defined below), then 100% of the then unvested options (and any unvested shares issued upon the exercise of such options) held by you will become fully vested immediately prior to the
consummation of the Change of Control Transaction. In the event that the Company terminates your employment without Cause (as defined below), then you will receive an immediate acceleration of an additional twelve (12) months’ worth of
vesting on your options (and any shares issued upon the exercise of such options), subject to your execution of the Company’s standard form of release. Notwithstanding the foregoing, the acceleration of vesting benefits shall not apply to any
tranche of the option for which vesting has not yet begun under paragraph 5b. 
 For purposes of this paragraph 5, the following
terms shall have the meanings as set forth below: 
 “Change of Control Transaction” shall mean the sale,
conveyance, or disposal of all or substantially all of the Company’s assets or business, or the reorganization, consolidation or merger (or similar transaction or series of related transactions) of the Company with or into any other corporation
or corporations in which the holders of the Company’s outstanding shares immediately prior to such transaction or series of related transactions do not, immediately after such transaction or series of related transactions, retain stock
representing a majority of the voting power of the surviving corporation (or its parent corporation if the surviving corporation is wholly owned by the parent corporation) of such transaction or series of related transactions, provided that
this definition shall not apply to (i) a merger effected exclusively for the purpose of changing the domicile of the Company or (ii) an equity financing in which the Company is the surviving corporation. “Cause” shall mean
(i) your repeated intentional failure to perform, or repeated gross negligence in the performance of, one or more of your essential duties and responsibilities to the Company and/or your failure to follow the lawful directives of the
Company’s Board of Directors; (ii) your extended or repeated absence from the Company’s

  

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offices other than as a result of Company-related travel or Board-approved time off; (iii) your deliberate and material violation of any Company policy; (iv) your conviction of a felony
or your commission of any act of fraud, embezzlement, dishonesty or any other willful misconduct that has caused or is reasonably expected to result in material injury to the Company; (v) your unauthorized use or disclosure of any material
proprietary information or trade secrets of the Company or any other party to whom you owe an obligation of nondisclosure as a result of your relationship with the Company; (vi) your willful breach of any of your material obligations under any
written agreement or covenant with the Company; or (vii) your death or any disability that renders you, in the good faith determination of the Company’s Board of Directors, unable to perform the essential duties and responsibilities of
your job. 
 “Vesting Period” with respect to an option grant or stock purchase right grant, or tranche
thereunder, shall mean the forty-eight month period following the date that vesting commences for such grant or tranche. 
 6.
Benefits. 
 a. Insurance Benefits. The Company will provide you with the opportunity to participate
in the standard benefits plans currently available to other similarly situated employees, subject to any eligibility requirements imposed by such plans. 
 b. Vacation; Sick Leave. You will be entitled four (4) weeks of paid vacation days per year. Vacation accrues ratably per pay period and may not be taken before it is accrued.

 c. Business Expenses. The Company shall reimburse you, following submission of appropriate documentation, for
the reasonable travel, entertainment, cellular telephone and other business expenses incurred in connection with your duties to the Company, other than any expenses related to travel on personal or private aircraft, subject to the Company’s
expenditure and reimbursement guidelines. 
 7. Confidential Information and Invention Assignment Agreement. Your
acceptance of this offer and commencement of employment with the Company is contingent upon your continued adherence to the terms and conditions of the Company’s Confidential Information and Invention Assignment Agreement. A copy of your signed
agreement is enclosed as Attachment B. 
 8. Prior Agreement. You and the Company acknowledge that you are
currently a party to a previous employment agreement with the Company, which this new agreement shall supersede. In connection with your execution of this letter agreement and effective as of the Anniversary Date, the existing President and Chief
Executive Officer Agreement shall be terminated in its entirety. 
 9. No Conflicts. 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 will not use or disclose to any person associated with the Company, any confidential or proprietary information belonging to


  

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any former employer or other third party 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 assist you in any way possible to preserve and 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. At-Will Employment. Your employment with the Company will continue to 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 other than as expressly set forth in this letter. The Company also reserves the right to modify or amend the
terms of your employment at any time for any reason, subject to the provisions of this letter. This policy of at-will employment is the entire agreement as to the duration of your employment and may only be modified in an express written agreement
signed by an appropriate officer of the Company. 
 As an employee, you will be expected to adhere to the Company’s
standards of professionalism, loyalty, integrity, honesty, reliability and respect for all. Please note that the Company is an equal opportunity employer. The Company does not permit, and will not tolerate, the unlawful discrimination or harassment
of any employees, consultants, or related third parties on the basis of sex, race, color, religion, age, national origin or ancestry, marital status, veteran status, mental or physical disability or medical condition, sexual orientation, pregnancy,
childbirth or related medical condition, or any other status protected by applicable law. Any questions regarding this EEO statement should be directed to Human Resources. 
 We are all delighted to be able to extend you this offer and look forward to continuing 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. This letter may not be modified or amended except by a written agreement, signed by the Company and by you. 
  

							
	Very truly yours,	 		 	ACCEPTED AND AGREED:
			
	  
 CALIX NETWORKS, INC.
	 		 	CARL E. RUSSO
	  
 By:
	 	  
 /s/ Paul Ferris
	 		 	 /s/ Carl Russo

		 		 		 	 Signature

	 Print Name:
	 	 Paul Ferris
	 		 	
				
	 Title:
	 	 Board Member
	 		 	November 1, 2006
		 		 		 	 Date


  

			
	Attachment A:	  	List of Board Commitments
	Attachment B:	  	Confidential Information and Invention Assignment Agreement

  

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 Attachment A 
 List of Board Commitments 
 Vital Network Services, Inc. 

Swarthmore College 







 Attachment B 
 Confidential Information and Invention Assignment Agreement