QuickLinks
 -- Click here to rapidly navigate through this document
  



 
 

Exhibit 10.08    
    


Omneon Video Networks Logo  


August 2,
2001 


Dan
Marshall 


Dear
Dan: 


It
is my pleasure to offer you a position as Vice President Sales & Service with Omneon Video Networks reporting directly to me. Your salary will be $200,000 per year and you will participate
in an excellent benefits program providing comprehensive health insurance. In addition to your base salary, you will also receive linearly variable compensation of 0 to $100,000 depending the
company's performance against the revenue plan—at 100% of plan you would receive $100,000. For the first 12 months, you will be guaranteed a minimum of $50,000. In addition to your
base salary and variable compensation, you will receive a starting bonus of $20,000. 


As
one of our key contributors, you will also receive an option to purchase 500,000 shares of Omneon stock subject to approval of the Board of Directors. This option will vest 1/4
(one-fourth) following 12 months of service and 1/36 monthly over the following 36 mouths. If your position is eliminated or the scope reduced within one year
following a change in the control or ownership of Omneon (not including an IPO), your options will be accelerated by one year. In this situation, you will also receive six months salary as a severance
payment. This accelerated vesting and severance is also subject to
approval by the Omneon Board of Directors. Lastly, this offer is subject to satisfactory reference checks. 


If
you accept, please sign and return this Offer Letter along with the attached Omneon Employee Agreement. I look forward to working with you to build a great company. I have asked Mike Gilbert to
sign this letter in my behalf while I'm traveling. Please call me on my cell phone at 650.867.2023 so I can answer any questions you may have and we can discuss a starting date. 


Sincerely,




	by	/s/  MIKE GILBERT      
 Larry Kaplan

President & Chief Executive Officer
	
 	

/s/  DANIEL MARSHALL      
 Accepted: Dan Marshall

Date: 8/13/01




1







 
 
 

Letter of Amendment  
    


Omneon Video Networks Logo  


September 18,
2006 


Dan
Marshall 


Dear
Dan: 


This
letter amends your offer letter from Omneon dated August 2, 2001 as to the severance benefits included in the letter. A copy of your offer letter is attached for your reference. 


In
your offer letter, it is stated: "If your position is eliminated or the scope reduced within one year following a change of control or ownership of Omneon (not including an IPO), your options will
be accelerated by one year. In this situation, you will also receive six months salary as a severance payment." These two sentences are deleted and replaced with the following provision which more
clearly define the conditions under which severance benefits are granted but do not otherwise change the benefit or vesting periods: 


If
within one year following a Change of Control (i) you terminate your employment with the Company for Good Reason or (ii) the Company (or its successor) terminates your employment
other than for Cause, and you sign and do not revoke a standard release of claims with the company, then (i) you will be entitled to receive continuing payments of severance pay (less
applicable withholding taxes) at a rate equal to your then current base salary for a period of six (6) months from the date of such event, to be paid periodically in accordance with the
Company's normal payroll policies; (ii) during the six (6) month period following your termination of employment, the Company will pay for the same level of health (i.e. medical, vision
and dental) coverage and benefits as in effect for you and your covered dependents on the day immediately preceding the date of such termination; and (iii) any options held by you to purchase
shares of the Company's common stock will immediately vest and become exercisable as to that number of shares, if any, that would have vested had you remained employed by the Company through the
twelve (12) month period from the date of such termination ("Change of Control Benefits"). 


"Cause"
is defined as (i) an act of material dishonesty made by you in connection with your responsibilities as an employee, (ii) your conviction of, or plea of  nolo contendere to, a felony,
(iii) your gross misconduct, or (iv) your continued substantial violations of your employment duties after
you have
received a written demand for performance from the Company which specifically sets forth the factual basis for the Company's belief that you have not substantially performed your duties. 


"Change
of Control" is defined as the occurrence of any of the following events: (i) any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becomes the "beneficial
owner" (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power
represented by the Company's then outstanding voting securities, (ii) the consummation of the sale or disposition by the Company of all or substantially all of the Company's assets, or
(iii) the consummation of a merger or consolidation of the Company with any other corporation other than a merger or consolidation which would result in the voting securities of the Company
outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least fifty
percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation. 


2







 



"Good
Reason" is defined as any of the following, without your express written consent, (i) a significant reducing of your duties, position or responsibilities relative to your duties, position
or responsibilities in effect immediately prior to such reduction, or your removal from such position, duties and responsibilities, unless you are provided with comparable duties, position and
responsibilities; provided, however, that a reduction in duties, position or responsibilities solely by virtue of the Company being acquired and made part of a larger entity (as, for example, when the
President of the Company remains as such following a change of control but is not made the President of the acquiring corporation) will not constitute "Good Reason;" (ii) a material reduction
by the Company of your base salary as in effect immediately prior to such reduction (other than in connection with a Company-wide salary reduction program applicable to similarly-situated
executives); or (iii) your relocation to a facility or a location more than fifty (50) miles from your current location. 


Except
as expressly stated in this letter, we agree no other changes are made to your revised Offer Letter. 


Please
acknowledge your agreement with the amendment by signing below and returning the original to me for filing with the Company's records. Should you have any questions or comments, please do not
hesitate to contact me. 


Thank
you for your assistance and cooperation with this matter. 


Very
truly yours, 



	
 /s/  LAURA PERRONE      
 Laura Perrone, CFO	

 
	
 ACKNOWLEDGED and AGREED this            day of September, 2006.
	
 /s/  DAN MARSHALL      
 Dan Marshall

	

 




3











QuickLinks



Exhibit 10.08


Letter of Amendment