Employment Agreement



 Exhibit 10.108 
 February 8, 2006 
 Mr. Richard Segil 
 14363
Trailwind Road 
 Poway, CA 92064 
 Dear Mr. Segil:

 Path 1 Network Technologies, Inc. is a leader in broadcast quality video transport over IP technology. We are committed to developing world-class,
cutting-edge products and to providing our employees a dynamic workplace that fosters innovation. 
 We are excited that you have expressed an interest in
joining our team and believe your capabilities and professional aspirations match Path 1’s needs and high expectations. We are therefore pleased to make the following offer of employment. 
  

			
	Position:	  	Vice President, Marketing
		
	Reporting to:	  	Thomas Tullie
		
	Classification:	  	Full Time, Exempt
		
	Base Salary:	  	You will receive a base salary of $7,500.00 per pay period (annualized rate of $180,000) in accordance with Path 1’s standard payroll cycle, which is currently
semi-monthly.
		
	Performance Bonus:	  	Provided that you meet achievement milestones established by the President and CEO, and subject to approval of the bonus pool and individual participation by the Board of Directors of Path 1
(the “Board”), you will be eligible to receive a performance bonus of up to a maximum of twenty-five percent (25%) of your Base Salary.

  

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	Stock Options:	  	Subject to Board approval, stock options on 70,000 shares of Common Stock with an exercise price at fair market value on the date of grant, vesting in sixteen (16) equal quarterly
installments over a period of four (4) years in accordance with the Company’s 2000 or 2004 Stock Option/Stock Issuance Plans.
		
	Restricted Stock:	  	Subject to Board approval, 30,000 restricted shares pursuant to the 2000 or 2004 Stock Option/Stock Issuance Plan. The restricted stock shall vest in sixteen (16) equal quarterly installments
over a period of four (4) years.
		
	Benefits:	  	As an employee of Path 1 you will be eligible to participate in the standard benefits programs for yourself and your eligible dependents. These benefits begin on the first of the month
following your date of employment.
		
	Paid Time Off:	  	In consideration of your position with Path 1, your PTO will accrue at the rate of 6.67 hours per pay period for a total of 160 hours or four (4) weeks per year.
		
	Severance:	  	Three (3) months severance in the form of salary continuation in case of termination for any reason other than for cause, effective after ninety (90) days of employment. The severance will be
paid only upon the signing of a Release of Claims by you. Subject to this severance arrangement, you shall be an “at-will” employee and your employment can be terminated at any time by Path 1.
		
	Start Date:	  	February 9th, 2006
		
	Offer Expiration Date:	  	February 9th, 2006

  

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 You must sign Path 1 Network Technologies’ Proprietary Information and Invention Agreement on your first day of
employment. The benefits package consists of a choice of three medical care programs provided by PacifiCare with a contribution by the employee, company paid dental, vision, Life and LTD, and a chiropractic program which is paid for by employees if
they wish to participate. We provide a holiday schedule that includes at least 11 assigned or floating holidays. We also offer a 401(k) plan and a Section 125 program. 
 The employment relationship between Path 1 Network Technologies, Inc. and its employees is for an unspecified term and may be terminated by the employee or Path 1 at any time, with or without cause or advance notice.
This offer is not intended to create any contractual obligations that in any way conflict with the company’s policy of at-will employment. An employment agreement will be put in place with the intent that the terms of the agreement will
co-exist with standard California at-will employment conditions. 
 This offer of at-will employment is contingent upon successful completion of appropriate
proof of eligibility to work in the United States (please provide confirming information on your first day of work) and successful completion of the background check process. 
 This written offer of employment contains our complete offer. Any representations, whether written or oral, not contained in this letter are expressly cancelled and superseded by this offer. 
 Please sign and date the attached approval and acceptance and return to Human Resources. 
 Sincerely, 
  

	
	
	/S/ Thomas L. Tullie
	 Thomas L. Tullie
 President &
CEO


  

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 I understand that employment with Path 1 Network Technologies Inc. is not for a specified term, and is at the mutual
consent of the employee and the company. Accordingly, either the employee or the company can terminate the employment relationship at will, with or without cause, at any time. My signature below memorializes my full understanding and acceptance of
this offer of employment. 
  

					
	Approved and Accepted	 		 	
			
	/S/ Richard Segil	 		 	February 9, 2006
	Richard Segil	 		 	Date

  

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