Letter Agreement - Ken Goldman



 Exhibit 10.15 
  

			
	

	  	BigBand Networks, Inc.
475 Broadway
Redwood City, CA 94063
(tel): 650-995-5000
(fax): 650-995-0060
www.bigbandnet.com

 January 30, 2006 
 Ken Goldman 
 Siebel Systems 
 2207 Bridgepointe Parkway 
 San Mateo, CA 94404 
  

	Re:	Board Membership 

 Dear Ken:

 On behalf of BigBand Networks, Inc., a Delaware corporation (the “Company”), I am extremely pleased to invite you to
become a member of the Company’s Board of Directors (the “Board”). It is our belief that your skills, expertise and knowledge will prove helpful to the progress of the Company. 
 In connection with your service as director, the Company has agreed to grant you a non-qualified stock option entitling you to purchase up to 200,000
shares of the Company’s Common Stock (the “Initial Director Option”). The shares issuable upon exercise of the Initial Director Option will, pending continuing service as a director, vest and become exercisable as follows:
1/4th of the shares will vest and become exercisable on the one year anniversary; and an additional 1/48th of the total shares for each subsequent month of your service as a director, with the Initial Director Option vesting fully
after four years of service. 
 Board presently anticipates that, in subsequent years, if you continue to serve as a director on June
30th of that year, the Company will grant you a non-qualified stock option entitling you to purchase up to an
additional 50,000 shares of the Company’s Common Stock (the “Annual Director Options”). The shares issuable upon exercise of the Annual Director Options will, pending continuing service as a director, vest fully and be come
100% exercisable on the one year anniversary of the date of grant. 
 The Initial Director Option and the Annual Director Options will be
subject to the terms and conditions of Company’s 2003 Stock Plan (the “Plan”) and the stock option agreements evidencing the Director Option and the Annual Director Options. The exercise price per share will be equal to the
fair market value of the Company’s Common Stock on the date of grant, as determined by the Board in accordance with the Plan. 







 

 
  
 As a non-investor, non-employee
director, the Company will pay you an annual retainer of $25,000 for each full year of service as a director. In addition, you will receive $2,000 for attendance at each live Board meeting other than the regularly scheduled meetings, and $500 for
participation in all telephonic meetings. 
 In connection with this additional responsibility of serving as the Chairman of the Audit
Committee, the Company will grant you a non-qualified stock option entitling you to purchase up to an additional 5,000 shares of the Company’s Common Stock for each year of service as a director. The shares issuable upon exercise of these
options will, pending continuing service as a director, vest fully and become 100% exercisable on the one year anniversary of the date of grant. 
 In accepting this offer, you are representing to us that (i) you do not know of any conflict that would restrict you from becoming a director of the Company and (ii) you will not provide the Company with any documents, records or other
confidential information belonging to any other parties. Nothing in this offer or the stock option agreement should be construed to interfere with or otherwise restrict in any way the rights of the Company and the Company’s stockholders to
remove any individual from the Board at any time in accordance with the provisions of applicable law. 
 We are looking forward to having you
join us at the Company. We believe that your enthusiasm and past experience will be an asset to the Company and that you will have a positive impact of the organization. If you have any questions, please call me at (650) 995-5056. 
 Sincerely, 
 /s/ Amir Bassan-Eskenazi 
 Amir Bassan-Eskenazi 
 Chief Executive Officer 
  

	
	AGREED AND ACCEPTED:
	
	/s/ Ken Goldman
	Ken Goldman
	
	        2/7/06
	Date

  

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