exv10w1






Exhibit 10.1




October 19, 2010




Mr. Harald Braun

[Address]



Dear Harald,




     On behalf of BigBand Networks, Inc. (“BigBand” or “the Company”), I am pleased that, in
addition to your continued service as a member of the Company’s Board of Directors, you’ve agreed
to assist the Company by assuming an executive role on an interim basis by agreeing to serve as
Executive Vice President, reporting to me in this capacity. Your service under this Agreement is
expected to last for nine months from the date hereof, but may be extended by the written agreement
of both parties hereto.



Executive Role




     In your interim executive capacity, you will be an Executive Staff (E-Staff) member based out
of your home office in Boca Raton, Florida, but with a significant commitment at the Company’s
major locations. Your base salary will be $13,541.67 per semi-monthly pay period (or $325,000.00,
if annualized), paid in accordance with the customary payroll practices of the Company as
established or modified from time to time. Your target incentive compensation is $276,250, or 85%
of base salary. Actual incentive payment will be subject to both your and the Company’s
achievement of specified goals, as established quarterly by the Compensation Committee of the Board
of Directors; any such payments shall be made as soon as is reasonably practicable after the
determination by the Compensation Committee that such goals were met and such payments were earned
but in any event within ninety (90) days of the completion of the relevant period. Upon completion
of service as an executive, you will be eligible for reimbursement for COBRA premiums through June
30, 2012.



     On the first pay date following the beginning of your employment with BigBand, you will
receive a sign-on bonus in the amount of $30,000, less applicable tax withholding and other
deductions as appropriate, to cover expenses that you may incur in the assumption of these new
responsibilities.



     As a member of E-Staff, if you are terminated for any reason other than a termination for
Misconduct or Constructively Terminated within six months following a Change in Control you will be
eligible to receive (i) a severance benefit in an amount equal to twelve (12) months’ of your
annual base salary and (ii) the greater of twelve (12) months’ of health benefits premiums under
COBRA or reimbursement for COBRA premiums through June 30, 2012. In addition, you are eligible for
the same benefits as other full-time BigBand employees.



     For purposes of this Agreement, “Misconduct” shall mean (i) the commission of any act of
fraud, embezzlement or dishonesty by you, any unauthorized use or disclosure by you of confidential
information or trade secrets of BigBand’s (or any parent’s or subsidiary’s), any serious violation
of BigBand policy or any other intentional misconduct by you adversely affecting the business or
affairs of BigBand (or any parent or subsidiary) in a material manner. (ii) your continuing failure
or refusal to render services to BigBand in accordance with the duties or requirements of your
position with BigBand that remains uncured ten (10) days after written notice to you setting forth
in reasonable detail the event on which such notice is based; (iii) your commission of any act or
omission constituting gross negligence, gross and willful misconduct, dishonesty or breach of
fiduciary duty to BigBand; or (iv) your breach of a material term of this Agreement or Proprietary
Information and Inventions Assignment Agreement with BigBand.



     For purposes of this Agreement, “Change in Control” is defined as (i) any merger or
consolidation after which the voting securities of BigBand outstanding immediately prior thereto
represent (either by remaining outstanding or by being converted into voting securities of the
surviving or acquiring entity) less than 50% of the combined voting power of the voting securities
of BigBand or such surviving or acquiring entity outstanding immediately after such event; (ii) any
sale of all or substantially all of the assets, technology or capital stock of BigBand (other than
in a spin-off or similar transaction); or (iii) any change in the share ownership of BigBand,
whether by issuance or transfer of shares, as a result of which a person or group of persons that
did not previously control BigBand acquires control of BigBand.



 









 





     For purposes of this Agreement, “Constructive Termination” is defined as any one or more of
the following without your express written consent: (i) a material change in the location of the
principal place of your employment from Boca Raton, FL; or (ii) any material failure by BigBand to
pay, or any material reduction by BigBand of, your base salary or benefits (unless reductions
comparable in amount and duration are concurrently made for all other employees of BigBand with
responsibilities, organizational level and title comparable to yours). Should a Constructive
Termination occur, you must notify BigBand in writing of such Constructive Termination promptly.
Your failure to (i) provide written notice to BigBand within sixty (60) days of the date of such
Constructive Termination of the acts or omissions constituting grounds for a Constructive
Termination or (ii) failure to provide a reasonable period of not less than thirty (30) days
following the date of such notice for BigBand to cure such act or omission shall constitute a
waiver of such Constructive Termination.



Board Service




     It is anticipated that you will remain on the Board of Directors throughout the term of your
executive service to the Company. Unfortunately, the rules of the Nasdaq exchange on which the
Company is listed requires that you resign your positions on the Audit and Compensation Committees
during the time of executive service and for a period thereafter. Given the value that you have
brought to these committees, it is presently the intention of the Board to reinstate you to such
committees after such time as is required for you to meet the independence requirements of the
Nasdaq exchange.



     We expect that this executive position will occupy your full business time, other than
specified consulting services as approved by the Company’s CEO. We understand that you have no
agreements that would restrict or prevent the performance of these new duties for BigBand Networks.
You will be required to sign, as a condition of your employment, the Proprietary Rights and
Inventions Assignment Agreement attached hereto. You also are required by federal law to verify
work authorization status to the Company pursuant to the Immigration and Reform and Control Act of
1986. This verification must occur by your third day of employment.



     To ensure the timely and economical resolution of disputes that arise in connection with your
employment with BigBand, you and BigBand agree that any and all disputes, claims (including, but
not limited to, any claims for compensation, benefits, stock or stock options, fraud or age, sex,
race, disability or other discrimination or harassment), or causes of action arising from or
relating to the enforcement, breach, performance or interpretation of this Agreement, your
employment, or the termination of your employment, shall be resolved to the fullest extent
permitted by law by final, binding and confidential arbitration, by a single arbitrator, in San
Mateo County, California, conducted in accordance with the rules of the American Arbitration
Association. By agreeing to this arbitration procedure, both you and BigBand waive the rights to
resolve any such dispute through a trial jury or judge or administrative proceeding. The
arbitrator shall: (a) have the authority to compel adequate discovery for the resolution of the
dispute and to award such as would otherwise be permitted by law; and (b) issue a written
arbitration decision, to include the arbitrator’s essential findings and conclusions and a
statement of the award. The arbitrator shall be authorized to award any and or all remedies that
you or BigBand would be entitled to seek in a court of law. BigBand shall pay all reasonable
arbitration fees in excess of the amount of court fees that would be required if the dispute were
decided in a court of law. Nothing in this agreement is intended to prevent either you or BigBand
from obtaining injunctive relief in court to prevent irreparable harm pending the conclusion of any
such arbitration. Notwithstanding the foregoing, you and BigBand each have the right to resolve
any issues arising under your Employee Proprietary Information and Inventions Assignment Agreement
by court action instead of arbitration.



     This agreement and the other agreements referred to above constitute the entire agreement
between you and BigBand regarding the terms and conditions of your employment, and they supersede
all prior negotiations, representations or agreements, whether oral or written, between you and
BigBand. This agreement may only be modified by a document signed by you and the Chief Executive
Officer at BigBand.



 









 





     Harald , I am pleased at the prospect of you providing even more help than you already have by
joining us as an interim Executive Vice President, and I am confident that you can make significant
contributions going forward.



	 	 	 	 	 
	 	Sincerely yours,

 	 
	 	/s/ AMIR BASSAN-ESKENAZI
 	 
	 	Amir Bassan-Eskenazi 	 
	 	President and Chief Executive Officer 	 
	 




     I accept this offer of at-will employment with BigBand Networks, Inc. and I agree that this
letter and the Nondisclosure and Developments Agreement sets forth the complete and sole
understanding regarding the terms of my employment and supersedes any and all other agreements,
negotiations, discussions, proposals, or understandings, whether oral or written, previously
entered into, discussed or considered by the parties.



	 	 	 	 	 
	 	 	 
	/s/ HARALD BRAUN
 	 	10/19/10 
	Harald Braun          	 	Date