exv10w1












Exhibit 10.1




July 15, 2009




Sanjay Mehrotra




Re: Position on the Board of Directors of Cavium Networks, Inc.




Dear Sanjay:



     I am very pleased to offer you the position of Director on the Cavium Networks, Inc.
(“Cavium”) Board of Directors (the “Board”). Cavium Networks is a truly unique company with a
number of exciting business opportunities and a very bright future, and we believe that your
experience and background will be a great addition to our Board of Directors team.



     Upon your acceptance of the terms provided herein, I will recommend to the Board that you be
nominated as a Director, to be appointed at our next Board meeting which is currently scheduled to
take place on July 22, 2009.



     Upon your appointment as a Director, pursuant to the terms of Cavium’s 2007 Equity Incentive
Plan (the “Plan”) you be granted an option to purchase up to 50,000 shares of Cavium common stock,
at the fair market value on the date of grant. Your options will vest monthly in equal increments
over a 48-month period, for so long as you continue to serve as a Director, until the entire grant
is vested. In the event there is a Change in Control of Cavium, 100% of all your unvested stock
options will vest immediately upon such a Change in Control. All terms and conditions of the
option will be set forth in the Plan and Cavium’s form of stock option agreement, grant notice,
exercise notice and other documents relating to the Plan.



     You will receive cash compensation in line with our Board of Directors compensation plan, with
the exact compensation amount depending on which Board Committees you join. In addition, we will
reimburse reasonable out-of-pocket expenses incurred in connection with your service as a Director
in accordance with Cavium’s established reimbursement policies, including reasonable travel
expenses associated with attending Cavium Board meetings. As you know, as a Director, you will not
be entitled to any of the other benefits that Cavium Networks makes available to its employees.



     In your capacity as a Director of Cavium, you will be expected not to use or disclose any
confidential information, including, but not limited to, trade secrets of any former employer or
other person or entity to whom you have an obligation of confidentiality. Rather, you will be
expected to use only information that is generally known and used by persons with training and
experience comparable to your own, that is common knowledge in the industry or otherwise legally in
the public domain, or that is otherwise provided or developed by Cavium.



     In addition, during the term of your services as a Director and after termination of such
services, you will not disclose any Cavium confidential proprietary information, or any information
of a third party provided to you by Cavium, which includes but is not limited to, all non-public
tangible and intangible manifestations regarding patents, copyrights, trademarks, trade secrets,
technology, inventions, works of authorship, business plans, data or any other confidential
knowledge without the prior written consent of Cavium.



     This letter and the stock option documentation referred to herein, constitutes the entire
agreement between you and Cavium. This agreement supersedes any other agreements or promises made
to you by anyone, whether oral or written, and it may only be modified in writing signed by a duly
authorized officer of Cavium.



     If the terms of this letter are acceptable to you, please indicate your willingness to serve
on Cavium’s Board by signing and returning this letter below.



     Sanjay, I am personally very excited about your joining our board!



	 	 	 	 	 
	 	Very truly yours,

 	 
	 	By:  	/s/ Syed Ali
 	 
	 	 	Syed Ali 	 
	 	 	President & CEO

Cavium Networks 	 
	 



Accepted:




	 	 	 	 	 
	 	 	 
	 	 /s/ Sanjay Mehrotra
 	 	7/22/09
	 	Sanjay Mehrotra	Date