**Exhibit 10.24****Employment Agreement**     This Agreement is entered into as of July 27, 2005, by and between**Matt Aden**(the “Employee”) and **Terayon Communication systems,Inc.**, a Delaware corporation (the “Company”).**Recitals**     WHEREAS, the parties entered into an Offer Letter dated as of July 27, 2005 (the “OfferLetter”); and     WHEREAS, the parties desire to amend and restate the Offer Letter in its entirety.     NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, theparties hereby agree as follows:1. **Duties and Scope of Employment.**(a) **Position**. For the term of his employment under this Agreement (the “Employment”), the Companyagrees to employ the Employee in the position of Senior Vice President, Sales or in such otherposition as the Company subsequently may assign to the Employee. The Employee shall report to theChief Executive Officer or to such other person as the Company subsequently may determine.(b) **Obligations to the Company**. During his Employment, the Employee (i) shall devote his fullbusiness efforts and time to the Company, (ii) shall not engage in any other employment, consultingor other business activity that would create a conflict of interest with the Company, (iii) shallnot assist any person or entity in competing with the Company or in preparing to compete with theCompany and (iv) shall comply with the Company’s policies and rules, as they may be in effect fromtime to time.(c) **No Conflicting Obligations**. The Employee represents and warrants to the Company that he isunder no obligations or commitments, whether contractual or otherwise, that are inconsistent withhis obligations under this Agreement. The Employee represents and warrants that he will not use ordisclose, in connection with his Employment, any trade secrets or other proprietary information orintellectual property in which the Employee or any other person has any right, title or interestand that his Employment will not infringe or violate the rights of any other person. The Employeerepresents and warrants to the Company that he has returned all property and confidentialinformation belonging to any prior employer.(d) **Commencement Date**. The Employee commenced full-time Employment with the Company on July 27,2005. The terms of this Agreement shall be applicable from the date of this Agreement, and exceptas otherwise required by law Employee hereby agrees that the Company shall not be liable for anyobligations relating to periods of service by Employee prior to the date hereof or under the OfferLetter.
 

 
2. **Cash and Incentive Compensation.**(a) **Salary**. The Company shall pay the Employee as compensation for his services a base salary at agross annual rate of not less than $325,000.00 Such salary shall be payable in accordance with theCompany’s standard payroll procedures. (The annual compensation specified in this Subsection (a),together with any increases in such compensation that the Company may grant from time to time, isreferred to in this Agreement as “Base Salary.”)(b) **Sales Commission**. Employee will be eligible for a sales commission plan with a target payoutof 100% of your Base Salary (which shall be pro-rated for fiscal year 2005), the payment of whichwill be based on the achievement of sales goals to be defined by the Chief Executive Officer andapproved by the Board of Directors. Sales commission payments are subject to the terms andconditions of the Company’s Sales Compensation Plan as defined each year.3. **Vacation and Employee Benefits.**During his Employment, the Employee shall be eligible for paidvacations in accordance with the Company’s vacation policy, as it may be amended from time to time.During his Employment, the Employee shall be eligible to participate in the employee benefit plansmaintained by the Company, subject in each case to the generally applicable terms and conditions ofthe plan in question and to the determinations of any person or committee administering such plan.4. **Business Expenses.**During his Employment, the Employee shall be authorized to incur necessaryand reasonable travel, entertainment and other business expenses in connection with his dutieshereunder. The Company shall reimburse the Employee for such expenses upon presentation of anitemized account and appropriate supporting documentation, all in accordance with the Company’sgenerally applicable policies.5. **Term of Employment.**(a) **Termination of Employment**. The Company may terminate the Employee’s Employment at any time andfor any reason (or no reason), and with or without Cause, by giving the Employee notice in writing.The Employee may terminate his Employment by giving the Company 10 business days’ advance noticein writing. The Employee’s Employment shall terminate automatically in the event of his death.(b) **Employment at Will**. The Employee’s Employment with the Company shall be “at will,” meaningthat either the Employee or the Company shall be entitled to terminate the Employee’s Employment atany time and for any reason, with or without Cause. Any contrary representations that may havebeen made to the Employee shall be superseded by this Agreement. This Agreement shall constitutethe full and complete agreement between the Employee and the Company on the “at will” nature of theEmployee’s Employment, which may only be changed in an express written agreement signed by theEmployee and a duly authorized officer of the Company.(c) **Rights Upon Termination**. Except as expressly provided in Section 6, upon the termination ofthe Employee’s Employment, the Employee shall only be entitled to the
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compensation, benefits and expense reimbursements that the Employee has earned under this Agreementbefore the effective date of the termination. The payments under this Agreement shall fullydischarge all responsibilities of the Company to the Employee.6. **Termination Benefits.**(a) **Preconditions**. Any other provision of this Agreement notwithstanding, Subsections (b), (c),(d) and (e) below shall not apply unless the Employee:(i) Has executed a general release of all claims (in a form prescribed by the Company);(ii) Has returned all property of the Company in the Employee’s possession; and(iii) If requested by the Board, has resigned as a member of the Board and as a member ofthe Boards of Directors of all subsidiaries of the Company, to the extent applicable.(b) **Severance Pay**. If, during the term of this Agreement, the Employee is subject to anInvoluntary Termination, then the Company shall pay the Employee, within 10 days after the releasedescribed in Subsection (a)(i) above has become effective, a lump-sum cash payment equal to the sumof 1 times the Employee’s Base Salary at the rate in effect at the time of termination ofEmployment.(c) **Change in Control Severance Pay**. If, during the term of this Agreement, the Company is subjectto a Change in Control (as defined in Section 11) and the Employee is subject to an InvoluntaryTermination within 12 months after that Change in Control, then the Company shall pay the Employee,within 10 days after the release described in Subsection (a)(i) above has become effective, alump-sum cash payment equal to the sum of (i) 2 times the Employee’s Base Salary (at the rate ineffect at the time of termination of Employment, or, if greater, the rate in effect immediatelyprior to the Change in Control) and (ii) 2 times the greater of Employee’s annual sales commissionpayments for the most recent year completed prior to the date when the termination of Employee’sEmployment is effective or the Employee’s target sales commission payments in effect for the yearin which the Employee’s Employment is terminated. Severance pay under this Subsection (c) andSubsection (b) above shall be mutually exclusive and severance under one subsection will preventseverance under the other.(d) **Health Insurance**. If Subsection (b) or (c) above applies, and if the Employee elects tocontinue health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act(“COBRA”) for himself and, if applicable, his dependents following the termination of hisEmployment, then the Company shall pay the monthly premium under COBRA for the Employee and, ifapplicable, such dependents until the earliest of (i) the close of the 12 month period followingthe termination of Employee’s Employment (the “Continuation Period”), (ii) the expiration of theEmployee’s continuation coverage under COBRA or (iii) the date when the Employee receivessubstantially equivalent health insurance coverage in connection with new employment orself-employment. Notwithstanding the foregoing, if Subsection (c) applies then
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the Continuation Period shall be 24 months following the termination of Employee’s Employment.(e) **Vesting**. If Subsection (c) above applies, then the Employee shall fully vest in all optionshares as of the date of termination of Employee’s Employment.(f) **Offset**. The severance payments under Subsections (b) or (c) shall be reduced by the amount ofany severance pay or pay in lieu of notice that the Employee receives from the Company under afederal or state statute (including, without limitation, the Worker Adjustment and RetrainingNotification Act).(g) **Section 409A Savings Clause**. The Company reserves the right, in its sole discretion, toaccelerate or delay the timing of the payment of any severance benefits under this Agreement to theextent the Company deems it advisable to avoid adverse tax treatment for the Employee underInternal Revenue Code Section 409A(a).7. **Proprietary Information and Invention Assignment Agreement.**The Proprietary Information andInvention Assignment Agreement between Employee and the Company dated as of July 27, 2005 shallremain in full force and effect.8. **Successors.**(a) **Company’s Successors**. This Agreement shall be binding upon any successor (whether direct orindirect and whether by purchase, lease, merger, consolidation, liquidation or otherwise) to all orsubstantially all of the Company’s business and/or assets. For all purposes under this Agreement,the term “Company” shall include any successor to the Company’s business and/or assets whichbecomes bound by this Agreement.(b) **Employee’s Successors**. This Agreement and all rights of the Employee hereunder shall inure tothe benefit of, and be enforceable by, the Employee’s personal or legal representatives, executors,administrators, successors, heirs, distributees, devisees and legatees.9. **Miscellaneous Provisions.**(a) **Notice**. Notices and all other communications contemplated by this Agreement shall be inwriting and shall be deemed to have been duly given when personally delivered, when delivered byFedEx with delivery charges prepaid, or when mailed by U.S. registered or certified mail, returnreceipt requested and postage prepaid. In the case of the Employee, mailed notices shall beaddressed to him at the home address that he most recently communicated to the Company in writing.In the case of the Company, mailed notices shall be addressed to its corporate headquarters, andall notices shall be directed to the attention of its Secretary.(b) **Modifications and Waivers**. No provision of this Agreement shall be modified, waived ordischarged unless the modification, waiver or discharge is agreed to in writing and signed by theEmployee and by an authorized officer of the Company (other than the Employee). No waiver byeither party of any breach of, or of compliance with, any condition or provision of this
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Agreement by the other party shall be considered a waiver of any other condition or provision or ofthe same condition or provision at another time.(c) **Whole Agreement**. This Agreement supersedes the Offer Letter. No other agreements,representations or understandings (whether oral or written and whether express or implied) that arenot expressly set forth in this Agreement have been made or entered into by either party withrespect to the subject matter hereof. This Agreement and the Proprietary Information andInventions Agreement contain the entire understanding of the parties with respect to the subjectmatter hereof.(d) **Withholding Taxes**. All payments made under this Agreement shall be subject to reduction toreflect taxes or other charges required to be withheld by law.(e) **Choice of Law and Severability**. This Agreement shall be interpreted in accordance with thelaws of the State of California (except their provisions governing the choice of law). If anyprovision of this Agreement becomes or is deemed invalid, illegal or unenforceable in anyapplicable jurisdiction by reason of the scope, extent or duration of its coverage, then suchprovision shall be deemed amended to the minimum extent necessary to conform to applicable law soas to be valid and enforceable or, if such provision cannot be so amended without materiallyaltering the intention of the parties, then such provision shall be stricken and the remainder ofthis Agreement shall continue in full force and effect. If any provision of this Agreement isrendered illegal by any present or future statute, law, ordinance or regulation (collectively the“Law”), then such provision shall be curtailed or limited only to the minimum extent necessary tobring such provision into compliance with the Law. All the other terms and provisions of thisAgreement shall continue in full force and effect without impairment or limitation.(f) **No Assignment**. This Agreement and all rights and obligations of the Employee hereunder arepersonal to the Employee and may not be transferred or assigned by the Employee at any time. TheCompany may assign its rights under this Agreement to any entity that assumes the Company’sobligations hereunder in connection with any sale or transfer of all or a substantial portion ofthe Company’s assets to such entity.(g) **Counterparts**. This Agreement may be executed in two or more counterparts, each of which shallbe deemed an original, but all of which together shall constitute one and the same instrument.10. **Definitions**. The following terms shall have the following meanings whenever they are used inthis Agreement.(a) **Definition of “Cause**.**”**For all purposes under this Agreement, “Cause” shall mean:(i) An unauthorized use or disclosure by the Employee of the Company’s confidentialinformation or trade secrets, which use or disclosure causes material harm to the Company;
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(ii) A material breach by the Employee of any agreement between the Employee and theCompany;(iii) A material failure by the Employee to comply with the Company’s written policies orrules;(iv) The Employee’s conviction of, or plea of “guilty” or “no contest” to, a felony underthe laws of the United States or any State thereof;(v) The Employee’s gross misconduct;(vi) A continuing failure by the Employee to perform assigned duties after receivingwritten notification of such failure from the Board; or(vii) A failure by the Employee to cooperate in good faith with a governmental or internalinvestigation of the Company or its directors, officers or employees, if the Company hasrequested the Employee’s cooperation.(b) **Definition of “Change in Control.”**For all purposes under this Agreement, “Change in Control”shall mean:(i) The consummation of a merger or consolidation of the Company with or into anotherentity or any other corporate reorganization, if persons who were not stockholders of theCompany immediately prior to such merger, consolidation or other reorganization ownimmediately after such merger, consolidation or other reorganization 50% or more of thevoting power of the outstanding securities of each of (i) the continuing or survivingentity and (ii) any direct or indirect parent corporation of such continuing or survivingentity;(ii) The sale, transfer or other disposition of all or substantially all of the Company’sassets; or(iii) Any transaction as a result of which any person is the “beneficial owner” (as definedin Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Companyrepresenting at least 50% of the total voting power represented by the Company’s thenoutstanding voting securities. For purposes of this Subsection (d), the term “person”shall have the same meaning as when used in sections 13(d) and 14(d) of the Exchange Actbut shall exclude (i) a trustee or other fiduciary holding securities under an employeebenefit plan of the Company or of a Parent or Subsidiary and (ii) a corporation owneddirectly or indirectly by the stockholders of the Company in substantially the sameproportions as their ownership of the common stock of the Company.A transaction shall not constitute a Change in Control if its sole purpose is to change the stateof the Company’s incorporation or to create a holding company that will be owned in substantiallythe same proportions by the persons who held the Company’s securities immediately before suchtransaction.
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(c) **Definition of “Involuntary Termination.”**For all purposes under this Agreement, “InvoluntaryTermination” shall mean the termination of the Employee’s Employment by reason of:(i) The involuntary discharge of the Employee by the Company for reasons other than Causeor Permanent Disability; or(ii) The voluntary resignation of the Employee within 30 days following (A) a materialadverse change in Employee’s title, authority or responsibilities with the Company,including, without limitation, a material adverse change in reporting authority or in thepersons who report directly to Employee, (B) a material reduction in Employee’s Base Salaryor (C) receipt of notice that Employee’s principal workplace will be relocated by more than25 miles from Santa Clara, California.(d) **Definition of “Permanent Disability**.**”**For all purposes under this Agreement, “PermanentDisability” shall mean the Employee’s inability to perform the essential functions of theEmployee’s position, with or without reasonable accommodation, for a period of at least 120consecutive days because of a physical or mental impairment.     **IN WITNESS WHEREOF**, each of the parties has executed this Agreement, in the case of theCompany by its duly authorized officer, as of the day and year first above written.       /s/ Matt Aden     Matt Aden       Terayon Communication Systems, Inc.       By /s/ Jerry D. Chase            Title: August 2, 2005
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