Exhibit 10.82
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Inspired by Simplicity.
Driven by Innovation.
Engineered with Excellence.
May 3, 2008
Jeanne Seeley
Re:
Terms of Employment Offer
Dear Jeanne:
This letter will confirm the terms of your offer of employment with Occam
Networks, Inc. ("Occam Networks").
Such terms are as follows:
1.
POSITION AND RESPONSIBILITIES.
YOU WILL SERVE IN THE POSITION OF SENIOR
VICE PRESIDENT AND CHIEF FINANCIAL OFFICER REPORTING TO BOB HOWARD-ANDERSON,
PRESIDENT & CEO.
IT IS ANTICIPATED THAT YOUR FIRST DAY OF EMPLOYMENT WILL BE
MAY 12, 2008.
YOU WILL ASSUME AND DISCHARGE SUCH RESPONSIBILITIES AS ARE
COMMENSURATE WITH SUCH POSITION AND AS YOUR MANAGER MAY DIRECT.
DURING THE TERM
OF YOUR EMPLOYMENT, YOU SHALL DEVOTE YOUR FULL TIME, SKILL AND ATTENTION TO YOUR
DUTIES AND RESPONSIBILITIES AND SHALL PERFORM THEM FAITHFULLY, DILIGENTLY AND
COMPETENTLY.
IN ADDITION, YOU SHALL COMPLY WITH AND BE BOUND BY THE OPERATING
POLICIES, PROCEDURES AND PRACTICES OF OCCAM NETWORKS IN EFFECT FROM TIME TO TIME
DURING YOUR EMPLOYMENT.
2.
AT-WILL EMPLOYMENT. YOU ACKNOWLEDGE THAT YOUR EMPLOYMENT WITH OCCAM
NETWORKS IS FOR AN UNSPECIFIED DURATION THAT CONSTITUTES AT-WILL EMPLOYMENT, AND
THAT EITHER YOU OR OCCAM NETWORKS CAN TERMINATE THIS RELATIONSHIP AT ANY TIME,
WITH OR WITHOUT CAUSE AND WITH OR WITHOUT NOTICE.
3.
COMPENSATION.
A)
IN CONSIDERATION FOR YOUR SERVICES, EFFECTIVE YOUR FIRST DAY OF
EMPLOYMENT, YOU WILL BE PAID A BASE SALARY OF $250,000 PER YEAR, PAYABLE
SEMI-MONTHLY IN ACCORDANCE WITH OCCAM NETWORKS' STANDARD PAYROLL PRACTICES.
B)
EXECUTIVE CASH INCENTIVE:
THE TARGET FOR YOUR EXECUTIVE CASH INCENTIVE
WILL BE 70% ON AN ANNUALIZED BASIS.
BONUS TARGET FOR THE SECOND HALF OF FISCAL
2008 WILL BE AT 35% OF ANNUAL BASE SALARY AND WILL BE BASED 50% ON COMPANY
FINANCIAL PERFORMANCE (REVENUE AND OPINC) VERSUS PLAN, AND 50% ON PERSONAL
OBJECTIVES ESTABLISHED BY THE CEO AND APPROVED BY THE COMPENSATION COMMITTEE FOR
THE HALF YEAR ENDING DECEMBER 31, 2008.
EACH PAYOUT WILL HAVE A PERFORMANCE
MULTIPLIER THAT WILL HAVE THE RANGE OF 50% PAYOUT FOR 90% ACHIEVEMENT UP TO 150%
PAYOUT FOR 120% ACHIEVEMENT, SCALED LINEARLY IN BETWEEN.
OCCAM'S COMPENSATION
COMMITTEE HAS NOT DETERMINED THE STRUCTURE OF ANY INCENTIVE COMPENSATION PLAN
FOR EXECUTIVE OFFICERS FOR FISCAL 2009, BUT OCCAM WOULD EXPECT, SUBJECT TO YOUR
CONTINUED STATUS AS AN EXECUTIVE OFFICER, THAT YOU WOULD PARTICIPATE IN ANY SUCH
PLAN ESTABLISHED BY THE COMPENSATION COMMITTEE.
Occam Networks, Inc.
main +1.805.692.2900
6868 Cortona Drive
fax +1.805.692.2999
Santa Barbara, California 93117
1
C)
IF YOUR EMPLOYMENT IS TERMINATED BY OCCAM NETWORKS FOR ANY REASON, WITH
OR WITHOUT CAUSE, OR IF YOU RESIGN YOUR EMPLOYMENT VOLUNTARILY, NO COMPENSATION
OR OTHER PAYMENTS WILL BE PAID OR PROVIDED TO YOU FOR PERIODS FOLLOWING THE DATE
WHEN SUCH A TERMINATION OF EMPLOYMENT IS EFFECTIVE, PROVIDED THAT ANY RIGHTS YOU
MAY HAVE UNDER THE BENEFIT PLANS OF OCCAM NETWORKS (INCLUDING ANY EQUITY
INCENTIVE AND INCENTIVE COMPENSATION PLANS) SHALL BE DETERMINED UNDER THE
PROVISIONS OF THOSE PLANS.
IF YOUR EMPLOYMENT TERMINATES AS A RESULT OF YOUR
DEATH OR DISABILITY, NO COMPENSATION OR PAYMENTS WILL BE MADE TO