ex10_2.htm


    
      

    

    
      Exhibit
10.2


       

      
        
          
            
              	
                       
      

                    	
                      Procera
      Networks, Inc.  |  100-C Cooper
      Court  |  Los Gatos, CA 95032

                    
	
                      p.
      408-890-7100  |  f.
      408-354-7211  |  www.proceranetworks.com

                    


            

          

        

      

      


      


      November
4, 2008

      


      Via
Hand-Delivery

      


      David E.
Stepner

      


      Re:  Amendment
to Separation and Consulting Agreement

       

      Dear
David:

       

      On
September 12, 2008, you and Procera Networks, Inc. (the “Company”)
entered into a separation and consulting agreement (the “Agreement”)
to aid you in your employment transition.  Under the Agreement, your
last day of employment with the Company was October 1, 2008 (the “Separation
Date”).

       

      The
Agreement referred to your May 21, 2007 Employment Agreement and the award to
you of 300,000 shares of restricted common stock of the Company.  The
Agreement erroneously stated that as of the Separation Date you had vested as to
150,000 of such shares, when in fact as of the Separation Date, under the terms
of the original award as approved by the Company’s board of directors, you had
vested as to none of these shares, and all 300,000 of such shares vest instead
on November 7, 2008.  As a result of this mistake as to fact, and for
good and valuable consideration, the sufficiency of which is hereby
acknowledged, you and the Company hereby agree to amend the Agreement by
deleting section 5(e) of the Agreement in its entirety and replacing it with the
following:

       

      “(e)     Restricted Shares. On July 11,
2007, the Company’s board of directors approved the award to you of 300,000
shares of restricted common stock of the Company, which vest as to all shares on
November 7, 2008. As of the Separation Date you have vested as to no
shares.  As additional consideration for your provision of Consulting
Services, the unvested shares of restricted stock (300,000 shares) will vest on
November 7, 2008 (the “Vesting
Date”), and a certificate evidencing these shares will be issued to you
(subject to appropriate arrangements being made by you to satisfy all applicable
Company federal and state income and employment withholding taxes), provided that you deliver all
requested Consulting Services during the period between the Separation Date and
the Vesting Date and otherwise remain in compliance with the terms of this
Agreement.  Notwithstanding any provisions in your stock option
agreements or the governing stock option plan, all options that you hold to
purchase shares of the Company’s common stock shall cease vesting as of the
Separation Date.  Your right to exercise your option(s) for any vested
shares, and all other rights and obligations with respect to your stock
options(s), will be as set forth in your stock option agreement, grant notice
and applicable plan documents.”

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Except as
amended hereby, all other terms of the Agreement remain in full force and
effect.  After giving effect to this amendment, each reference in the
Agreement to “Agreement,” or words of like import referring to the Agreement
shall refer to the Agreement as amended hereby.

       

      If the
amendment described in this letter is acceptable to you, please sign and date
below and then send the fully signed amendment to the CEO.  The
Company’s offer contained herein will automatically expire if we do not receive
the fully signed amendment from you by November 7, 2008.

       

      Again, we
wish you the best in your future endeavors.

       

      Sincerely,

       

      Procera
Networks, Inc.

      


      


      
        
          	
                  By:

                	
                  /s/ Thomas H. Williams

                	 
      
	 
      	
                  Thomas
      H. Williams

                	 
      
	 
      	
                  Chief
      Financial Officer

                	 
      


        

      

      


      


      Understood
and Agreed:

      


       

      
        
          	
                  /s/ David E. Stepner

                	 
      
	
                  David
      E. Stepner

                	 
      
	 
      	 
      
	
                  November 5, 2008

                	 
      
	
                  Date