exv10w16






Exhibit 10.16




[BigBand Networks, Inc. Letterhead]




July 29, 2010



David Lockwood

c/o ValueAct Capital Partners

435 Pacific Avenue

Fourth Floor

San Francisco, CA 94133





			
	     Re:	 	Board Membership




Dear David:




     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”) subject to stockholder approval at the Company’s annual meeting of stockholders.
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 50,000 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.



     The Board presently anticipates that the Company will grant you a non-qualified stock option
entitling you to purchase up to an additional 19,300 shares of the Company’s Common Stock (the
“Annual Director Options”) and 12,800 restricted stock units (the “Annual Director
RSUs”) in subsequent years if you continue to serve as a director after the Company’s Annual
Meeting of Shareholders. The shares issuable upon exercise of the Annual Director Option will,
pending continuing service as a director, vest as to 1/12th of the total shares for each
subsequent month of your service as a director, with each Annual Director Option vesting fully on
the first anniversary of the date of grant. Annual Director RSUs will, pending your continued
service as a director, vest as to 1/4 of the shares each subsequent quarter of your service as
director, with each Annual Director RSU grant vesting fully on the first anniversary of the date of
grant.



     The Initial Director Option, the Annual Director Options and the Annual Director RSUs, will be
subject to the terms and conditions of Company’s 2007 Equity Incentive Plan (the “Plan”)
and the stock option agreements evidencing the Director Option and the Annual Director Options and
the restricted stock unit agreements evidencing the Annual Director RSUs (the “Agreements”). In
accordance with the Company’s Director Compensation Policy, all such options and RSUs shall provide
for 100% vesting acceleration upon a Change of Control of the Company, as that term is defined in
the Agreements. 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
$20,000 for each full year of service as a director. In addition, you will receive $1,000 for
attendance at each live Board meeting, $1,000 for attendance at each live committee meeting, $750
for participation in each telephonic meeting lasting over one hour, and $500 for participation in
each telephonic meeting lasting one hour or less.



     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 on the
organization. If you have any questions, please call me at
XXX-XXX-XXXX.



Sincerely,




/s/ Michael Pohl




Michael Pohl

Chairman of the Board of Directors




	 	 	 

	AGREED AND ACCEPTED:
	 	 
	 
	 	 
	/s/ David Lockwood
 

David Lockwood

	 	 
	 
	 	 
	July 29, 2010
	 	 
	Date