EXHIBIT 10.1


 


Employment
Offer


 


Personal and
Confidential


 


September 25,
2008


 


Justin
R. Spencer


[address
redacted]


 


Dear
Justin,


 


I am
pleased to confirm Symmetricom, Inc.’s offer of employment to you.  On behalf of Tom Steipp, President and CEO,
we offer you the position of Chief Financial Officer.   As Tom indicated, your starting base salary
will be $11,153.85 bi-weekly (which comes to $290,000 on an annualized basis).


 


Additionally,
you will receive a sign-on bonus of $50,000, less applicable taxes and
withholdings, payable in your first 60 days of employment.  This bonus is fully repayable if you
voluntarily leave Symmetricom within 12 months of your date of hire.


 


You
will also be eligible to participate in Symmetricom’s FY09 Incentive
Compensation Program (ICP).  The ICP provides a cash bonus opportunity
(50% of base salary) payable based on fiscal year performance results. 
Participation in the plan aligns your total cash compensation with key company
and individual performance goals. .


 


We are
pleased to offer you the option to purchase 150,000 shares of Symmetricom
stock.  This new hire grant will be
priced on the 8th calendar day of the month following your official start
date.  If the 8th falls on a weekend or
holiday, pricing will occur on the next business day.  Options vest over three years; 25% (1⁄4) will
vest on the 1st anniversary of your hire date, 25% (1⁄4) on the 2nd anniversary
of your hire date and 50% (1⁄2) on the 3rd anniversary of your hire date.  Documents regarding this grant will be delivered
to you from Symmetricom’s Stock Administration department once the price has
been set.


 


This
offer is valid until September 29, 2008 and conditional upon verification
of the following: proof of eligibility to legally work in the United States
under the Immigration Reform and Control Act of 1986 (IRCA); successful
completion of a background check and, if you are a foreign national and the
position responsibilities to which you will be assigned require an Export
License, conditions for successful approval of an Export License.  Please refer to the enclosed documents for
further information.


 


If you
choose to accept this offer, please understand that your employment with
Symmetricom is voluntarily entered into and is for no specified term. You are
free to resign at any time. Symmetricom, Inc. does not make any
representations concerning the duration of this offer, or any employee’s
employment.


 


Additionally, we believe in the
protection of confidential and proprietary information.  By accepting this offer you agree that you
will exercise utmost diligence to protect and guard the confidential
information of our company as stated in the enclosed Invention Assignment and
Secrecy Agreement.  It is also understood
that you will not violate any previously signed agreements covering proprietary
information.


 


Symmetricom’s
guiding principles for conducting business as individuals and as a corporation
include: conducting business with uncompromising integrity, staying
customer-connected, leveraging the strength of the team, and stimulating an
innovative and creative environment. 
Your decision to join our organization should include an understanding
of these business values.


 


Justin,
you may signify your acceptance by indicating your proposed start date, signing
and returning this letter along with the enclosed documents requiring
completion to our Human Resources Department in the enclosed self-addressed
envelope.


 

















 


We
look forward to your joining our team. 
Our shared values and guiding principals enable us to provide the tools,
resources, and professional challenge for you to excel and make a significant
contribution to Symmetricom’s continued success.


 


 


	
  Sincerely.

  	
   

  
	
   

  	
   

  
	
  Symmetricom, Inc.

  	
   

  
	
  Perfect Timing.  It’s Our Business.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Bill Minor

  	
   

  
	
   

  	
   

  
	
  Bill
  Minor

  	
   

  
	
  EVP,
  Global Human Resources

  	
   

  
	
   

  	
   

  
	
  Enclosures:

  	
  Letter
  copy

  
	
   

  	
  Equal
  Employment Opportunity Survey

  
	
   

  	
  Employment
  Eligibility Verification

  
	
   

  	
  Guided
  by Our Shared Values

  
	
   

  	
  Employee
  Confidentiality and Invention Assignment Agreement

  
	
   

  	
  Human
  Resources Philosophies, Policies, Procedures and Guidelines

  
	
   

  	
  Highlight
  of Benefits

  
	
   

  	
  Waiver
  of Liability

  
	
   

  	
  Confidential
  Information Sheet

  
	
   

  	
   

  
	
  cc:

  	
  Tom
  Steipp

  
	
   

  	
  Human
  Resources File

  
	
   

  	
   

  
	
  Please return
  all documents to:

  	
   

  
	
   

  	
   

  
	
  Symmetricom

  
	
  2300 Orchard Parkway

  
	
  San Jose, CA  95131

  
	
  Attn:
  Human Resources — Confidential

  
				



 

















 


Employment Offer


Acknowledgment &
Acceptance


 


I understand that this Offer
Letter, along with the documents enclosed and those listed below, sets forth
our entire agreement respecting the terms of my employment with Symmetricom, Inc.
and supersedes any prior representations or agreements, whether written or
oral.  I further understand that this
agreement may not be modified, except in writing signed by the Chief Executive
Officer of Symmetricom, Inc. and myself.


 


I acknowledge
and understand that my employment with Symmetricom, Inc. is voluntarily
entered into and is for no specific term. 
I further understand that Symmetricom, Inc. does not make any
representations concerning the duration of any employee’s employment.


 


Signing below
indicates I have received, understood and agreed to comply with the following
enclosed company policies:


 


	
  1-

  	
  Employee
  Confidentiality and Invention Assignment Agreement

  
	
   

  	
   

  
	
  2-

  	
  Guided
  by Our Shared Values

  
	
   

  	
   

  
	
  3-

  	
  Human
  Resources Philosophies, Policies, Procedures and Guidelines

  
	
   

  	
   

  
	
   

  	
  Equal Employment Opportunity

  	
  Drug-Free Workplace

  
	
   

  	
  Code of Business Conduct & Ethics

  	
  Employment Classifications

  
	
   

  	
  Insider Trading

  	
  Confidentiality and Company Property

  
	
   

  	
  Harassment Free Workplace

  	
  Disclosure of Employment Information

  
	
   

  	
   

  
	
   

  	
   

  
	
  BY

  	
  Justin R.
  Spencer

  	
   

  
	
   

  	
  Please
  print full name

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Justin
  R. Spencer

  	
   

  
	
   

  	
  Please
  sign full name

  
	
   

  	
   

  
	
   

  	
   

  
	
  START DATE

  	
   

  	
   

  
	
   

  	
  Monday
  is preferred