Employment Offer Letter - David Carroll



 Exhibit 10.7 

 

 

 May 26, 2006 
 Dave Carroll 
 Re: Employment Terms 
 Dear Dave: 
 Beceem Communications Inc. (the “Company”) is pleased to offer you
employment as Vice President of World Wide Sales on the following terms. 
 In your position, you will be responsible for all customer
sales activities inside and outside of the United States, reporting directly to the CEO. You will work at our facility in Santa Clara, California. 
 Your initial base salary will be at the rate of one hundred eighty thousand dollars ($180,000) per year, less payroll deductions and all required withholdings, payable semi-monthly. In addition the company offers you a bonus of up to
one hundred twenty thousand dollars ($120,000). You will be eligible to receive this bonus within 12 months from your start date with the company. The bonus will be payable quarterly based on objectives agreed upon between you and the CEO no
later than 45 days from your start date. As an exempt salaried employee, you may be expected to work additional hours as required by the nature of your work assignments, and will not be eligible for overtime pay. 
 Subject to approval by the Company’s Board of Directors (the “Board”), following your hire, the Company will grant you an option (the
“Option”) to purchase four hundred eighty thousand (480,000) shares of the Company’s Common Stock at a purchase price equal to the fair market value of the stock on the date of grant as determined by the Board under the
Company’s 2003 Equity Incentive Plan (the “Plan”). The Option will be subject to the terms and conditions of the Plan and your individual grant agreement, including a four-year vesting schedule, as specified in your grant agreement,
pursuant to which, during your Continuous Service to the Company (as defined in the plan), twenty-five percent (25%) of the Option shares will vest on the first anniversary of your vesting commencement date, and 1/36 of the remaining shares
will vest each subsequent month over the following three years. 
 If your employment with the Company is terminated without Cause (as defined
herein), or you resign from your employment for Good Reason, either occurring within twelve months after a Change of Control (as defined herein), and if (in either case) you provide the Company with a signed general release of all known and unknown
claims in a form acceptable to the Company and allow that release to become effective, then the Company will accelerate the vesting of the Option such that 50% of the then unvested shares subject to the Option will be immediately vested and
exercisable as of your last day of employment. 







 Dave Carroll 
 May 26, 2006 
 Page 2 
 For purposes of this Agreement, “Cause” shall mean misconduct, including: (i) conviction of any felony or any crime involving moral turpitude or dishonesty; (ii) participation in a
fraud or act of dishonesty against the Company; (iii) willful and material breach of your duties that has not been cured within 30 days after written notice from the Company of such breach; (iv) intentional and material damage to the
Company’s property; or (v) material breach of the Proprietary Information and Inventions Agreement. 
 For purposes of this Agreement,
“Good Reason” shall mean any of the following actions taken by the Company without your consent: (i) a substantial reduction in your base compensation or benefits (except such reductions that are part of and proportional to a
Company-wide reduction in compensation or benefits); (ii) a material reduction in your duties, provided, however, that a change in job position (including a change in title) shall not be deemed a “material reduction” unless your new
duties are substantially reduced from the prior duties; or (iii) relocation of your principal place of employment to a place greater than 50 miles from your then-current principal place of employment. 
 For purposes of this Agreement, a “Change of Control” shall mean: (i) a sale of substantially all of the assets of the Company; (ii) a
merger or consolidation in which the Company is not the surviving corporation (other than a merger or consolidation in which shareholders immediately before the merger or consolidation have, immediately after the merger or consolidation, greater
stock voting power); (iii) a reverse merger in which the Company is the surviving corporation but the shares of the Company’s common stock outstanding immediately preceding the merger are converted by virtue of the merger into other
property, whether in the form of securities, cash or otherwise (other than a reverse merger in which shareholders immediately before the merger have, immediately after the merger, greater stock voting power); or (iv) any transaction or series
of related transactions in which in excess of 50% of the Company’s voting power is transferred, other than the sale by the Company of stock in transactions the primary purpose of which is to raise capital for the Company’s operations and
activities. 
 You will also be eligible for the standard employee benefits that the Company provides, pursuant to the terms, conditions and
limitations of the benefit plans and Company policies. Detailed descriptions of these benefit plans are available in our written plan materials and will be provided to you upon commencement of employment. The Company may modify compensation and
benefits from time to time in its discretion. 
 As a condition of your employment, you will be expected to abide by the Company’s policies
and procedures and sign and abide by the enclosed Employee Proprietary Information Agreement which, among other things, prohibits unauthorized use or disclosure of the Company’s proprietary information. In your work for the Company, you will be
expected not to make unauthorized use or disclosure of any confidential information or property of any former employer or other third party. Rather, you will be expected to use only that information generally known and used by persons with training
and experience comparable to your own, or which is common knowledge in the industry, otherwise legally in the public domain, or provided or developed by the Company or by you on behalf of the Company. By accepting employment with the Company, you
are representing to us that you will be able to perform your duties within the guidelines described in this paragraph. You represent further that you have disclosed to the Company any contract you have signed that may restrict your activities on
behalf of the Company in any manner. 







 Dave Carroll 
 May 26, 2006 
 Page 3 
 Your employment with the Company remains at all times “at-will,” which means that both you and the Company retain the right to terminate your employment at any time, with or without cause or
advance notice. 
 As required by law, this offer is subject to satisfactory proof of your identity and right to work in the United States.

 This letter, together with your Proprietary Information and Inventions Agreement, forms the complete and exclusive statement of your
employment agreement with the Company. The terms of this letter supersede any other agreement, representation, or promise made to you by anyone, whether oral or written. The terms of this letter agreement cannot be changed (except with respect to
those changes expressly reserved to the Company’s discretion in this letter) without a written agreement signed by you and the Company’s Chief Executive Officer. 
 Please sign and date this letter, and return it to me by June 2, 2006 if you wish to accept employment at the Company under the terms described above. If you accept our offer, we would like you to
start no later than July 17, 2006. 
 We very much look forward to having the opportunity to work with you. 
 Sincerely, 
 BECEEM COMMUNICATIONS INC.

  

	
	 /s/ Shahin Hedayat

	Shahin Hedayat
	Chief Executive Officer

 UNDERSTOOD AND ACCEPTED: 

  

					
	 /s/ Dave Caroll
	 		 	 May 26, 2006

	Dave Carroll	 		 	Date

 Enclosure: Proprietary Information and Inventions
Agreement